HomeMy WebLinkAboutStein Farm - Living History Farm PreserveRESOLUTION NO. 97-53
RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF NATIONAL CITY
APPROVING
A MAINTENANCE AND OPERATING AGREEMENT BETWEEN THE
COMMUNITY DEVELOPMENT COMMISSION AND THE
NATIONAL CITY LIVING HISTORY FARM PRESERVE, INC. (NCLHFP)
FOR THE OPERATION OF THE STEIN FAMILY FARM
AT 1808 "F" AVENUE, NATIONAL CITY, CALIFORNIA
WHEREAS, the Community Development Commission of the City of
National City (CDC) is the owner of the Stein Family Farm; and,
WHEREAS, the purchase of the Stein Family Farm was for the
benefit of the citizens of National City by preserving the history
of the City; and,
WHEREAS, the NCLHFP has successfully operated and maintained
the Stein Family Farm premises and buildings on behalf of the CDC
for the past five (5) years at no expense to the CDC; and,
WHEREAS, an Maintenance and Operating Agreement for a ten-
year period has been prepared.
NOW, THEREFORE, BE IT RESOLVED, by the Community Development
Commission of the City of National City (CDC), that the Chairman is
hereby authorized to execute, on behalf of the CDC, an agreement
between the NCLHFP and the CDC to provide for the maintenance and
operation of the Stein Family Farm. The Secretary is hereby
authorized to attest thereto. Said Agreement is on file in the
Office of the CDC.
PASSED and ADOPTED this 21st day of October 1997.
..6L George Fr. . Waters, Chairman
AT T:
Paul De chers, Secretary
APPROVED AS TO FO
George H. Eiser, III
City -CDC Attorney
farm-m,021
February 4,1997
Page 2
RATIFYING AN AGREEMENT FOR LEGAL SERVICES WITH ENDEMAN,
LINCOLN, TUREK & HEATER, RELATIVE TO ACQUISITION /
CONDEMNATION PROCEEDINGS.- (CLARK PROPERTY, 2133
NATIONAL CITY BLVD.)
RECOMMENDATION: Staff recommended approval of the Resolution.
TESTIMONY: None.
ACTION: Moved by Morrison, seconded by Zarate, in favor
of Resolution 97-04 Carried by unanimous vote.
REDEVELOPMENT / HARBOR DISTRICT
3. SUBJECT: REPORT: Harbor District Master Plan
RECOMMENDATION: Staff recommended the report be accepted and
filed.
TESTIMONY: None.
ACTION: Accepted and filed.
ADMINISTRATION / PROPERTY, CDC OWNED: "F" AVE., 1808, FARM
AGREEMENTS
4. SUBJECT: REPORT: Renewal of Agreement for the Operation and
Maintenance of the Stein Farm.
TESTIMONY: None.
ACTION: Motion by Inzunza, seconded by Morrison, to accent
and file the report and and to proceed. Carried by unanimous
vote.
ADMINISTRATION / BUDGET, 96-97
5. SUBJECT: REPORT: Fiscal Year 1996-97, Six Month Status on Budget.
RECOMMENDATION: Staff recommended that the report be accepted
and filed.
TESTIMONY: None.
ACTION: Accepted and filed.
ADMINISTRATION / BUDGET: RATIFICATION OF EXPENDITURES
6. SUBJECT: Ratification: Expenditures for the Period of 1/10/97
through 1128/97.
July 15, 1997
Page 3
4.A RESOLUTION NO. 97-27. (continued)
TESTIMONY: None.
ACTION: Motion by Inzunza, seconded by Zarate, in favor of
Resolution No. 97-27. Carried by unanimous vote.
REDEVELOPMENT / PORT: APPRAISALS: HENDRICKSON
4. B RESOLUTION NO. 97-28. A "RESOLUTION OF THE COMMUNITY
DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY,
RATIFYING AN AGREEMENT WITH HENDRICKSON APPRAISAL
COMPANY FOR PROPERTIES [2) LOCATED AT (1) 720 W. 23RD ST.
(ACE METAL) AND (2)13 LEGAL LOTS, LOTS 1, 2, 3, 13-32 OF BLOCK
280 (TO BE PAID FOR BY THE PORT)."
RECOMMENDATION: Staff recommended approval.
TESTIMONY: None.
ACTION: Motion by Inzunza, seconded by Morrison, in favor of
Resolution No. 97-28. Carried by unanimous vote.
REDEVELOPMENT / HARBOR DISTRICT / GOODWILL: SANLI
PASTORE
5. RESOLUTION NO. 97-29. A "RESOLUTION OF THE COMMUNITY
DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY,
RATIFYING AN AGREEMENT WITH SANLI PASTORE & HILL TO
APPRAISE THE GOODWILL VALUE OF TWO BUSINESSES: (1) EXPO
INDUSTRIES AND (2) ACE METAL RECYCLING. -
RECOMMENDATION: Staff recommended approval.
TESTIMONY: None.
ACTION: Motion by Inzunza, seconded by Morrison, in favor of
Resolution No. 97-29 . Carried by unanimous vote.
ADMINISTRATION / PROPERTY, CDC OWNED: FARM
6. SUBJECT: REPORT: Maintenance and Operating Agreement for the
Stein Family Farm.
July 15,1997
Page 4
► - : _ ► •INTFUrell
6. SUBJECT: REPORT: Maintenance and Operating Agreement for the
Stein Family Farm. (continued).
RECOMMENDATION: A) Discuss the present Operating and
Maintenance Agreement and the need to present a realistic business plan
of operation; and B) Direct staff to bring back the same Agreement with
requested modifications or without modifications; or, C) Direct staff to
present a Facilities -Use Agreement as proposed by the NCLHFP; or, D)
Direct staff to solicit proposals for the operation of the farm by others.
TESTIMONY: Vince Reynolds, representing the NCLHFP spoke
on behalf of the Board of Directors and answered questions.
ACTION: Motion by Waters, seconded by Inzunza, to refer the
agreement back to staff to work on the items the CDC is concerned
about including obtaining a restrggm, the building of a barn. and
modification of the insurance so that the NCLHFP is relieved of
the fire insurance obligation as soon as possible. The maker and
the seconded agreed to include in the motion, that the existing
agreement be extended for a period of 90 days. Carried by
unanimous vote.
HOUSING / PARK VILLAS APARTMENTS: BONDS
7. SUBJECT: REPORT: Park Villas Apartments.
RECOMMENDATION: The report be accepted and filed.
TESTIMONY: None.
ACTION: Accepted and filed.
ADMINISTRATION / BUDGET: RATIFICATION OF EXPENDITURES
8. SUBJECT: RATIFICATION: Expenditures for the Period of 6/10/97
through 7/8/97.
TESTIMONY: None.
ACTION: Motion by Inzunza, seconded by Morrison, the
expenditures be ratified. Carried by unanimous vote.
October 21, 1997
Page 2
RESOLUTIONS / REPORTS / RATIFICATIONS
REDEVELOPMENT / DEPOT: ARCHITECT, DONALDSON
1. Resolution No. 97-51. A "RESOLUTION OF THE COMMUNITY
DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY
AMENDING AN AGREEMENT WITH ARCHITECT MILFORD WAYNE
DONALDSON, FAIA, INC., FOR ARCHITECTURAL AND PLANNING
SERVICES FOR THE REHABILITATION OF THE HISTORIC SANTA FE
DEPOT."
RECOMMENDATION: Staff recommended approval of the Resolution.
TESTIMONY: None.
ACTION: Motion by Beauchamp, seconded by Inzunza, L
approve Resolution No. 97-51. Carried by unanimous vote.
REDEVELOPMENT / HARBOR DISTRICT: ENGINEERING, RICK ENG
2. Resolution No. 97-52. A "RESOLUTION OF THE COMMUNITY
DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY
APPROVING AN AGREEMENT WITH RICK ENGINEERING
COMPANY TO PROVIDE PLANNING AND ENGINEERING
SERVICES FOR THE HARRISON AVENUE EXTENSION PROJECT."
RECOMMENDATION: Staff recommended approval of the Resolution.
TESTIMONY: None.
ACTION: Motion by Zarate, seconded by Inzunza, to approve
Resolution No. 97-52. Carried by unanimous vote.
ADMINISTRATION / PROPERTY: CDC OWNED: "F" AVE., 1808, FARM
3. Resolution No. 97-53. A "RESOLUTION OF THE COMMUNITY
DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY
APPROVING AN AGREEMENT BETWEEN THE CDC AND THE
NATIONAL CITY LIVING HISTORY FARM PRESERVE, INC.,
(NCLHFP) FOR THE OPERATION OF THE STEIN FAMILY FARM."
RECOMMENDATION: Staff recommended approval of the Resolution.
TESTIMONY: CDC Attorney Eiser requested his written memo and
legal analysis be included as part of the record.
ACTION: Motion by Zarate, seconded by Morrison, to approve
Resolution No. 97-53. Carried by unanimous vote. Abstaining:
Beauchamp. Note: Member Beauchamp stated the reason for his
abstention was that he is on the Board of Directors of the National
City Living History Farm Preserve. (See attached exhibit A)
October 21, 1997
Page 3
RESOLUTIONS / REPORTS I RATIFICATIONS (continued)
Mayor Waters disclosed that item No. 4, involved property adjacent to property
he owns. For that reason he would not be participating. Mayor Waters turned
control of the meeting over to Vice Mayor Beauchamp.
REDEVELOPMENT I PROPERTY: HIGHLAND, 1428
4. SUBJECT: Report: Sale of Property located at 1428 Highland Avenue
(Mi Tierra).
RECOMMENDATION: Accept the report and bring back a resolution for
consideration at the next meeting for an 'Exclusive Right to Negotiate' with
Epsteen and Associates.
TESTIMONY: Mr. Gilbert Ortiz, Network Realty, representing Dr.
Turullols, explained what has transpired in pursuing the project and
its current status and requested additional time.
Mario Rosas, from Union Bank, 530 "B" Street, #1250, San Diego,
reviewed the financing process and prospects and answered
questions.
Jose Melchor, Prudential California Real Estate, representing the
owners of LA Rack, outlined his clients background and plans for
the property and requested an opportunity to submit a bid proposal.
Mr. John Keho, Vice President of Real Estate for SpinCycle Inc.,
4828 E. Patrick Lane, Phoenix, Arizona, provided background on
his company and spoke in favor of their proposal for the site.
Dr. Gill Turullos spoke in favor of his original proposal and
requested a 30 day extension of his Exclusive Right to Negotiate.
Danial Contreda, architect for Dr. Turullols, answered questions.
Executive Director Desrochers stated that his recommendation was
based on the fact that there was someone interested and ready to
move with a project. Mr. Desrochers was unaware that there was
continued interest by Mr. Melchor's client (LA Rack). Director
Desrochers said the interest of Redevelopment is for the long term.
He requested some indication from the Board whether they were
comfortable in continuing with Dr. Turullols or whether they desired
the CDC to proceed to negotiate with the Epsteen Group or LA
Rack.
ACTION: Motion by Inzunza, seconded by Zarate, to gove Dr.
Turullols an extension of 30 days from today's date (September 21)
and increase the deposits $5 000. The motion was clarified to
mean that the last dayfor Dr.
Turu II41S WOLIrf he November 20
1997. Carried by unanimous vote. Abstaining: Waters.
August 7, 2001
Page 2
RESOLUTIONS / REPORTS I RATIFICATIONS (cont.)
ACTION: Motion by Morrison, seconded by Beauchamp, to
approve the Resolution. Carried by unanimous vote.
3. Resolution No. 2001-64. A "RESOLUTION OF THE COMMUNITY
DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY
AUTHORIZING THE EXECUTIVE DIRECTOR TO REQUEST HUD
APPROVAL TO TRANSFER $250,000 TO THE KIMBALL TOWER
REPLACEMENT RESERVE ACCOUNT FROM SECTION 8 SURPLUS
FUNDS."
RECOMMENDATION: Staff recommended approval of the Resolution.
TESTIMONY: None.
ACTION: Motion by Morrison, seconded by Soto, to approve the
Resolution. Carried by unanimous vote.
4. Resolution No. 2001-65. A "RESOLUTION OF THE COMMUNITY
DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY
APPROVING AGREEMENTS BETWEEN THE CDC AND VARIOUS
ORGANIZATIONS FOR THE USE OF COMMUNITY DEVELOPMENT
BLOCK GRANT (CDBG) AND HOME INVESTMENT PARTNERSHIP
ACT (HOME) FUNDS (2001-02)."
RECOMMENDATION: Staff recommended approval of the Resolution.
TESTIMONY: None.
ACTION: Motion by Beauchamp, seconded by Morrison, to
approve the Resolution. Carried by unanimous vote.
5. SUBJECT: Report: Status of National City Living History Farm Preserve.
RECOMMENDATION: Accept and file report.
TESTIMONY: None.
ACTION: Motion by Waters, seconded by Morrison, in favor of the
report. Carried by unanimous vote.
6. SUBJECT: Report: Proposed Demolition schedule for Harbor District
and Downtown Redevelopment Projects.
RECOMMENDATION: Staff recommended preparation of bid package
and advertisement for demolition of property located within the Harbor
District immediately and on property located within the downtown project
by mid October.
TESTIMONY: None.
ACTION: Motion by Morrison, seconded by Beauchamp, to
approve the report. Carried by unanimous vote.
AGENDA
OF A REGULAR MEETING
CON04UNM DEVELOPMENT COWMSSION
COUNCIL CHAMBERS
CIVIC CENTER
1243 NATIONAL CITY BOULEVARD
October 21, 2997
FOLLOWING THE 3:00 P.M. CITY COUNCIL MEETING
OPEN TO THE PUBLIC
Please complete a REQUEST TO SPEAK form prior to the
commencement of the meeting, and submit it to
the City Clerk
CITY COUNCIL MEMBERS ARE ALSO COMMISSIONERS OF THE COMMUNITY DEVELOPMENT
COMMISSION (CDC) FOR THE CITY. THE CDC IS INVOLVED IN THE ADMINISTRATION OF
HOUSING, REDEVELOPMENT, NUTRITION, AND ECONOMIC DEVELOPMENT PROGRAMS. FUNDING
FOR THE CDC COMES MAINLY FROM TAX INCREMENT PROCEEDS AND GRANTS FROM THE
DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT (HUD). THE PUBLIC IS WELCOME AT ALL
MEETINGS AND IS ASKED TO CALL (619) 336-4250 FOR INFORMATION.
ROLL CALL
APPROVAL OF MINUTES: September 16, 1997 - WORKSHOP MEETING
October 7, 1997 - REGULAR MEETING
RESOLUTIONS/REPORTS/RATIFICATIONS:
1. RESOLUTION NO. 97-51:
AMENDING AN AGREEMENT WITH ARCHITECT MILFORD WAYNE DONALDSON,
FAIA, INC. FOR ARCHITECTURAL AND PLANNING SERVICES FOR THE
REHABILITATION OF THE HISTORIC SANTA FE DEPOT
2. RESOLUTION NO. 97-52:
APPROVING AN AGREEMENT WITH RICK ENGINEERING COMPANY TO
PROVIDE PLANNING AND ENGINEERING SERVICES FOR THE HARRISON
AVENUE EXTENSION PROJECT
3. RESOLUTION NO. 97-53:
APPROVING AN AGREEMENT BETWEEN THE CDC AND THE NATIONAL CITY
LIVING HISTORY FARM PRESERVE, INC. (NCLHFP) FOR THE OPERATION
OF THE STEIN FAMILY FARM.
4. REPORT: SALE OF PROPERTY LOCATED AT 1428 HIGHLAND AVENUE;(MI
TIERRA)
Community Development commission Agenda
October 21,1997 Page 1 of 3
JUIy 15, 1997
Page 4
6. SUBJECT: REPORT: Maintenance and Operating Agreement for the
Stein Family Farm. (continued).
RECOMMENDATION: A) Discuss the present Operating and
Maintenance Agreement and the need to present a realistic business plan
of operation; and B) Direct staff to bring back the same Agreement with
requested modifications or without modifications; or, C) Direct staff to
present a Facilities -Use Agreement as proposed by the NCLHFP; or, D)
Direct staff to solicit proposals for the operation of the farm by others.
TESTIMONY: Vince Reynolds, representing the NCLHFP spoke
on behalf of the Board of Directors and answered questions.
ACTION: Motion by Waters, seconded by Inzunza, to refer the
agreement back to staff to work on the items the CDC is concerned
about including obtaining a restroom the building of a barn and
modification of the insurance so that the NCLHFP is relieved of
the fire insurance obligation as soon as possible The maker and
the seconded agreed to include in the motion, that the existing
agreement be extended for a period of 90 dayg. Carried by
unanimous vote.
HOUSING / PARK VILLAS APARTMENTS: BONDS
7. SUBJECT: REPORT: Park Villas Apartments.
RECOMMENDATION: The report be accepted and filed.
TESTIMONY: None.
ACTION: Accepted and filed.
ADMINISTRATION / BUDGET: RATIFICATION OF EXPENDITURES
8. SUBJECT: RATIFICATION: Expenditures for the Period of 6/10/97
through 7/8/97.
TESTIMONY: None.
ACTION: Motion by Inzunza, seconded by Morrison, the
expenditures be ratified. Carried by unanimous vote.
October 21, 1997
Page 2
RESOLUTIONS / REPORTS / RATIFICATIONS
REDEVELOPMENT / DEPOT: ARCHITECT, DONALDSON
1. Resolution No. 97-51. A "RESOLUTION OF THE COMMUNITY
DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY
AMENDING AN AGREEMENT WITH ARCHITECT MILFORD WAYNE
DONALDSON, FAIA, INC., FOR ARCHITECTURAL AND PLANNING
SERVICES FOR THE REHABILITATION OF THE HISTORIC SANTA FE
DEPOT."
RECOMMENDATION: Staff recommended approval of the Resolution.
TESTIMONY: None.
ACTION: Motion by Beauchamp, seconded by Inzunza, to
approve Resolution No 97-51. Carried by unanimous vote.
REDEVELOPMENT / HARBOR DISTRICT: ENGINEERING, RICK ENG
2. Resolution No. 97-52. A "RESOLUTION OF THE COMMUNITY
DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY
APPROVING AN AGREEMENT WITH RICK ENGINEERING
COMPANY TO PROVIDE PLANNING AND ENGINEERING
SERVICES FOR THE HARRISON AVENUE EXTENSION PROJECT."
RECOMMENDATION: Staff recommended approval of the Resolution.
TESTIMONY: None.
ACTION: Motion by Zarate, seconded by Inzunza, to approve
Resolution No. 97-52. Carried by unanimous vote.
ADMINISTRATION ! PROPERTY: CDC OWNED: "F" AVE., 1808, FARM
3. Resolution No. 97-53. A "RESOLUTION OF THE COMMUNITY
DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY
APPROVING AN AGREEMENT BETWEEN THE CDC AND THE
NATIONAL CITY LIVING HISTORY FARM PRESERVE, INC.,
(NCLHFP) FOR THE OPERATION OF THE STEIN FAMILY FARM."
RECOMMENDATION: Staff recommended approval of the Resolution.
TESTIMONY: None.
ACTION: Motion by Zarate, seconded by Morrison, to approve
Resolution No, 97-53. Carried by unanimous vote. Abstaining:
Beauchamp. Note: Member Beauchamp stated the reason for his
abstention was that he is on the Board of Directors of the National
City Living History Farm Preserve.
Community Development Commission
of the City of National City
AGENDA STATEMENT
October 21, 1997 3
Meeting Date: Agenda Item No.
TO: Chairman and Board Members
FROM: Paul Desrochers, Executive Director
SUBJECT: RESOLUTION NO. 97-53: APPROVING AN AGREEMENT BETWEEN THE
CDC AND THE NATIONAL CITY LIVING HISTORY FARM PRESERVE,
INC. (NCLHFP) FOR THE OPERATION OF THE STEIN FAMILY FARM
Recommendation: Approve above -subject resolution, authorizing
NCLHFP to operate the CDC -owned Stein Family Farm for ten (10)
years, cancelable by either party for just cause upon 30 days'
notice, or for no cause upon 90 days' notice.
Fiscal Imnact: The NCLHFP will operate and maintain the
premises and buildings for the lease period at no expense to the
CDC. Under a separate agreement, the CDC will be asked to consider
providing an income stream from the rental of the adjacent house.
(The "Otto" house is not available at this time.)
Background: The Stein Family Farm was purchased by the CDC
in July 1992 and leased to the NCLHFP for a five-year period. At
the July 15, 1997 meeting of the CDC, a new lease was considered.
As a result of the discussion, a 90-day extension was given to
negotiate key issues (income and insurance).
At the CDC Workshop of September 16, 1997, the CDC generally agreed
to consider an income stream for operation and maintenance. This
is proposed to come from the rent received from the "Otto" house,
located immediately next to the farm. At this writing, the Otto
home is still occupied. Prior to establishing an agreement with
the NCLHFP, the house needs to be repaired and painted before
accepting a tenant. It is planned to lease the house to the NCLHFP
for a nominal fee; and, in turn, they will sublet the house to a
tenant at market rate. This will be a subject for discussion at a
future CDC meeting.
Community Development commission Agenda Item No.3
October 21, 1997 Page 1 of 2
Regarding insurance, it was agreed that the CDC policy covers all
CDC -owned property for fire and insurance purposes. The NCLHFP
will have to indemnify the CDC for their own exhibits and for
general liability.
The condition of the barn and the lack of a public restroom are two
concerns. A 10-year lease period should provide enough time to
remedy these needs. A budget is required for submittal by May
first of each year along with a calendar of events and an operation
schedule.
The use of the farm by school groups and the general public has
been a benefit to the community. The NCLHFP is an all -volunteer
organization. They have contributed significantly to the quality
of life in the community. The goal of the next 10 years is to gain
even wider acceptance and participation within the community.
Parm.021
Community Development Commission Agenda Item No.3
October 21, 1997 Page 2 of 2
RESOLUTION NO. 97-53
RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF NATIONAL CITY
APPROVING
A MAINTENANCE AND OPERATING AGREEMENT BETWEEN THE
COMMUNITY DEVELOPMENT COMMISSION AND THE
NATIONAL CITY LIVING HISTORY FARM PRESERVE, INC. (NCLHFP)
FOR THE OPERATION OF THE STEIN FAMILY FARM
AT 1808 "F" AVENUE, NATIONAL CITY, CALIFORNIA
WHEREAS, the Community Development Commission of the City of
National City (CDC) is the owner of the Stein Family Farm; and,
WHEREAS, the purchase of the Stein Family Farm was for the
benefit of the citizens of National City by preserving the history
of the City; and,
WHEREAS, the NCLHFP has successfully operated and maintained
the Stein Family Farm premises and buildings on behalf of the CDC
for the past five (5) years at no expense to the CDC; and,
WHEREAS, an Maintenance and Operating Agreement for a ten-
year period has been prepared.
NOW, THEREFORE, BE IT RESOLVED, by the Community Development
Commission of the City of National City (CDC), that the Chairman is
hereby authorized to execute, on behalf of the CDC, an agreement
between the NCLHFP and the CDC to provide for the maintenance and
operation of the Stein Family Farm. The Secretary is hereby
authorized to attest thereto. Said Agreement is on file in the
Office of the CDC.
PASSED and ADOPTED this 21st day of October 1997.
ATTEST:
Paul Desrochers, Secretary
APPROVED AS TO FORM:
George H. Eiser, III
City -CDC Attorney
fame-reie.021
George H. Waters, Chairman
MAINTENANCE AND OPERATING AGREEMENT
by and between the
COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF NATIONAL CITY
and the
NATIONAL CITY LIVING HISTORY FARM PRESERVE, INC.
This Maintenance and Operating Agreement, made and entered
into this 21st day of October 1999, by and between the Community
Development Commission of the City of National City, California
(CDC), hereinafter designated as "CDC," and the National City
Living History Farm Preserve, Inc., (NCLHFP), a non-profit
corporation, hereinafter designated as "Operator."
RECITALS
A. Operator's sole purpose is to coordinate and oversee the
maintenance and operation of the property known as the Stein Family
Farm for the conduct of living history farm programs of community
interest on behalf of the CDC.
B. It is in the best interest of CDC on behalf of the
Citizens of National City to enter into a Maintenance and Operating
Agreement with Operator for the continuing use of the Stein Family
Farm as a living history museum. Activities include the promotion
and conduct .of programs of community interest relative to the
historic role that agriculture played in the development of the
City. This Agreement specifically delegates the operation,
maintenance, management, including oversight of restoration
.ctivities, and the use of the subject property.
Page 1 of 12
Maintenance/Operating Agreement
CDC and NCLHFP
October 21, 1997
NOW, THEREFORE, the parties hereto agree as follows:
1. Premises. The property, located at 1808 "F" Avenue,
National City, San Diego County, CA 91950, is referred to herein
as the Stein Family Farm. Exhibit "A" contains a legal description
of the property and is incorporated herein by reference. The
premises consist of approximately 1.5 acres and contain a circa
1890 Farm House of approximately 1,400 square feet; a modern garage
of approximately 500 square feet; and a circa 1900's wooden barn,
including attached sheds used for storage of farm equipment,
implements, and vehicles.
2. Term. The term of this Agreement shall be for a period
of ten (10) years from the date first written above. Review of the
Agreement will take place annually by June 30th of each year
(consistent with Budget Review) to enable both parties to consider
cost of operation and to make proper adjustments if required, upon
mutual consent. Upon thirty (30) days' written notification, this
Agreement may be terminated at any time for just cause in the event
of breach of the Agreement by either party.
3. Consideration. CDC and Operator acknowledge that the
consideration for this Agreement shall be the mutual benefit to be
derived from Operator's use and maintenance of a living history
museum on the premises.,
4. Legal Status of Operator. The National City Living
History Farm Preserve, Inc. is a legal non-profit corporation,
incorporated under the laws of the State of California whose
Page 2 of 12
Maintenance/Operating Agreement
CDC and NCLHFP
October 21, 1997
articles of incorporation and bylaws are attached hereto as Exhibit
FIB. If
5. Use. CDC hereby grants to NCLHFP as Operator, the use of
the facilities within the premises described herewith in Paragraph
No. 1 and known as the stein Family Farm for the purpose set forth
below.
This Agreement includes the use of the facilities, known as
the Stein Family Farm, including the farm house, barn, garage,
gardens, and agricultural acreage. Said premises and facilities
will be available to Operator, and operator shall operate for the
use, education, and enjoyment of the general public.
a. The premises will be open to the public, except for
legal holidays, by appointment. Operator will
place an emphasis for use by school groups and for
the planting of community gardens.
b. Farm implements and other period equipment stored
in the barn will be displayed on special occasions
outside the structure. Due to the condition of the
barn, only officers and directors of Operator and
appropriate CDC and city officials will be allowed
access to the barn.
C. The general public will be allowed access to the
farm house only when authorized members of Operator
are present.
Page 3 of 12
0
Maintenance/Operating Agreement
CDC and NCLHFP
October 21, 1997
d. All donations received shall be retained by
Operator to defray the cost of operation.
e. Operator shall submit an annual calendar of events,
operation schedule, and a proposed budget by May
1st of each year.
6. Accounting. Operator will at its sole expense keep and
maintain books of accounts, listing therein all inventory,
expenditures, accounts receivable, income, tangible assets,
volunteer hours, personal property indebtedness, and financial
transactions, which shall be made available for inspection by CDC
and its authorized designee, from time to time upon request.
7. Improvements. Any permanent improvements shall require
the advance written approval of CDC. Any improvements, and the
operation thereof shall conform to all requirements of the laws of
the State of California and the ordinances of the City of National
City.
8. Maintenance. Operator will provide all basic repair and
maintenance to the subject property. This includes custodial
cleaning services and periodic removal of weeds and over -growth at
normal intervals. The premises at all times should look well
maintained. Operator will be responsible for organization, set up,
and cleanup following events held on the property.
9. Utilities. The utility costs for the subject property,
including gas, electric, water, telephone, security, fire alarm,
trash, and sewer, shall be the sole responsibility of operator.
Page 4 of 12
0
Maintenance/Operating Agreement
CDC and NCLHFP
October 21, 1997
(CDC agrees to assist in locating a source of funding for these on-
going costs.)
10_ Insurance. The Operator, at its sole cost and expense,
shall purchase and maintain throughout the term of this Agreement,
the following insurance policies:
a. Owners of vehicles brought onto the site will
maintain automobile insurance with minimum limits
of $15,000/$30,000/$10,000.
b. Comprehensive general liability insurance, with
minimum limits of $1,000,000 combined single limit
per occurrence, covering all bodily injury and
property damage arising out of its operation under
this Agreement.
C. Workers' Compensation insurance covering all of its
employees and volunteers.
d. The aforesaid policies shall constitute primary
insurance as to the CDC, its officers, employees,
and volunteers, so that any other policies held by
the CDC shall not contribute to any loss under said
insurance. Said policies shall provide for thirty
(30) days prior written notice to the CDC of
cancellation or material change.
e. Said policies, except for the workers' compensation
Policies, shall name the CDC and its officers,
agents, and employees as additional insureds.
Page 5 of 12
Maintenance/Operating Agreement
CDC and NCLHFP
October 21, 1997
f. This Agreement shall not take effect until
certificates) or other sufficient proof that these
insurance provisions have been complied with, are
filed with, and approved by the City of National
City's Risk Manager. If the Operator does not keep
all of such insurance policies in full force and
effect at all times during the terms of this
Agreement, the CDC may elect to treat the failure
to maintain the requisite insurance as a breach of
this Agreement and terminate the Agreement as
provided herein.
g. If required insurance coverage is provided on a
"claims made" rather than "occurrence" form, the
Contractor shall maintain such insurance coverage
for three (3) years after expiration of the term
(and any extensions) of this Agreement.
h. Any aggregate insurance limits must apply solely to
this Agreement.
i. CDC shall keep the buildings, improvements, and
personal property owned by CDC located on the
premises insured against loss or damage by fire in
the amount of not less than ninety (90) percent of
replacement value.
j. Insurance provisions of this Agreement may be
reviewed by CDC every five (5) years, and before
Page 6 of 12
Maintenance/Operating Agreement
CDC and NCLHFP
October 21, 1997
any renewal of the Agreement, and the required
coverages increased as deemed necessary by CDC.
11. Hold Harmless. Operator hereby agrees to indemnify,
defend, and hold harmless the City of National City, CDC, their
officers, agents, employees, and volunteers, from any and all
liability, loss, claims, damages,or injuries to any person or
property, including injury to Operator's employees, and all
expenses of investigating and defending against same, arising from
or connected with performance of or failure to perform the
obligations of this Agreement, or caused by the acts of Operator,
its officers, agents, or volunteers, or the concurrent acts of the
Operator, the City of National City, CDC, or their officers,
agents, employees or volunteers.
12. Inspection. CDC, by and through its designated
employees, shall have the right to enter the premises upon
reasonable notice for the purpose of viewing and ascertaining the
conditions of same and the operation and maintenance thereof. At
least 24 hours' written notice must be given by the CDC to enter
the Caretaker's quarters, located within the Farm House.
13. Termination. Notwithstanding the provisions of Section
2, either CDC or Operator may terminate this Agreement, without
cause, upon ninety (90) days' written notice to the other party.
14. Removal of Improvements. It is further agreed between
the parties that at the termination or expiration of this Agreement
or any renewal thereof, Operator shall, within thirty (30) days of
Page 7 of 12
Maintenance/Operating Agreement
CDC and NCLHFP
October 21, 1997
written request by CDC, remove any and all personal property not
owned by CDC, placed or erected on the premises, during the term
thereof, or any renewal thereof, and that all expense connected
with such removal shall be borne by Operator. CDC shall have the
right to sell, destroy, remove, or otherwise dispose of any such
personal property left on the premises longer than thirty (30) days
after termination of this Agreement. The premises will be left by
Operator in a clean, neat, and safe condition, and the exclusive
possession and use of the property will revert to CDC.
15. Non -Discrimination. Operator agrees that there shall be
no discrimination against or segregation of any person or group of
persons, because of race, color, creed, national origin, sex,
ancestry, marital status, physical handicap, or medical condition,
in the use occupancy, or enjoyment of the premises, nor shall
Operator, or any person claiming under or through it, establish or
permit any such practice or practices of discrimination or
segregation with reference to the selection, location, number, use,
or occupancy of users in the premises. Operator shall, for the
purpose of promoting the interests of National City residents,
insure that at least eighty percent (80%) of its governing board
and membership shall be National City residents.
16. Waiver. The failure or omission of CDC to terminate this
Agreement for any violation of any of its terms, conditions, or
covenants shall in no way be deemed to be a consent by CDC to such
violation and shall in no way bar, stop, or prevent CDC from
Page 8 of 12
Maintenance/Operating Agreement
CDC and NCLHFP
October 21, 1997
terminating this Agreement thereafter, either for such or for any
subsequent violation of any such term, condition, or covenant.
17. Sians. Operator agrees that no sign, banner,
advertisement, or notices, whether permanent or temporary, shall be
inscribed, painted, or affixed on or to any part or portion of the
outside of the premises except to be of such type and color, size,
and style, and in such place as may be approved by the CDC.
18. Taxes. Operator recognizes and understands that this
Agreement may create a possessory interest subject to property
taxation and that Operator may be subject to the payment of
property taxes levied on such interest. operator further agrees to
pay any and all property taxes, if any, assessed during the term of
this Agreement pursuant to Sections 107 and 107.1 of the Revenue
and Taxation Code against Operator's possessory interest in the
premises.
19. Prohibited Activities of Operator. It is specifically
prohibited for Operator to sponsor, engage in, or permit any of the
following activities upon the premises:
a. Live or broadcast entertainment, music, dancing,
arcades, or carnival type attractions or rides
without a valid Temporary Use Permit (TUP) issued
by the City of National City.
b. Consumption of alcoholic beverages, unless prior
written approval of CDC and the State Department of
Alcoholic Beverage Control is first obtained; the
Page 9 of 12
Maintenance/Operating Agreement
CDC and NCLHFP
October 21, 1997
on -site caretaker's private consumption to be
excepted.
20. Notices. Notices pursuant to this Agreement shall be by
personal delivery or by deposit in the United States Postal
Service, first-class, postage -prepaid, and addressed as follows:
Operator: NATIONAL CITY LIVING HISTORY FARM
PRESERVE, INC.
Attn: Vince Reynolds, Chairman/Secretary
1243 Manchester Avenue
National City, CA 91950
CDC: COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF NATIONAL CITY
Attn: Paul Desrochers, Executive Director
140 E. 12th Street, Suite "B"
National City, CA 91950
23. Compliance with all Laws and Ordinances. Operator shall
at all times comply with all provisions of state and federal laws,
all CDC rules and regulations, and the ordinances of the City of
National City.
24. Validity. The invalidity in whole or part, of any
provisions of this Agreement, shall not affect the validity of any
other provisions hereof.
25. Complete Agreement. This Agreement contains the complete
and entire Agreement between the parties and supersedes any
previous communications, representations, or agreements, whether
verbal or written, with respect to this subject matter. No change,
addition, or modification of any of the terms or conditions of this
Page 10 of 12
Maintenance/operating Agreement
CDC and NCLHFP
October 21, 1997
Agreement shall be valid or binding on the parties, unless in
writing and signed by the parties.
26. Assignment. Operator shall not assign or transfer this
Agreement, or any part thereof, without the written consent of CDC.
Page 11 of 12
Maintenance/operating Agreement
CDC and NCLHFP
October 21, 1997
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized officers or
representatives, as of the day and year first above written above.
NATIONAL CITY LIVING HISTORY
FARM PRESERVE, INC.
By
Name Typed:
Title
By
Name Typed;
Title
By
Name Typed:
Title
By
Name Typed:
Title
COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF NATIONAL CITY
By
George H. Waters
APPROVED AS TO FORM: Chairman (Mayor)
George H. Eiser, III
City/CDC Attorney
Attachments: Exhibit "A" - Property Description
Exhibit "B" - Articles of Incorporation/Bylaws
Exhibit "C" - Master Plan
Fa'm-Agr.M
Page 12 of 12
ttm CItY .f Nnimalf.
Alm, the N=th MaLf of 19th Stseet adjacsYt to Lot 11 as ciaeea3 by the City
Craay-- I of Nati=al City.
ALw the NcrdvuLsterlY 10 feet ccE "E" AverAm adjacm= to Lots I th� 4
and the fly 10 feet of "F" Avecm adjacent to Lots 11 t hr=x;h 20
in the abOm 142edc as cIcsed by the city C=X:ll of Nat iaml City.
EXHIBIT "A"
PAGE 1 of 2
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EXHIBIT "A"
.6 PAGE 2 of 2
BY-LAWS OF THE
NATIONAL CITY LIVING HISTORY FARM PRESERVE
A California Nonprofit Public Benefit Corporation
ARTICLE I
NAME & PRINCIPAL OFFICE
Section 1.1 Name.
The name of this Corporation is the National City Living
History Farm Preserve.
Section 1.2 Principal Office.
The principal office for the transaction of the activities and
affairs of the Corporation ("principal Office") is located at San
Diego County, California. The Board of Directors ("the Board") may
change the principal office from one location to another. Any
change of location of the principal office shall be noted by the
Secretary on these Bylaws opposite this section, or this section may
be amended to state the new location.
Section 1.3 Other Offices.
The Board may at any time establish branch or subordinate
offices at any place or places where the Corporation is qualified to
conduct its activities.
ARTICLE II
PURPOSES AND LIMITATIONS
Section 2.1 Purposes.
The Corporation is a nonprofit public benefit corporation and
is not organized for the private gain of any person. The Corpora-
tion is organized under the Nonprofit Public Benefit Corporation Law
Of California exclusively for charitable, educational and historical
preservation purposes, within the meaning of Section 501(c)(3) of
the Internal Revenue Code of 1954 (or the corresponding provision of
any future United States Internal Revenue Law). Notwithstanding any
other provision of these Bylaws, this Corporation shall not, except
to an insubstantial degree, carry on or engage in any activities or
exercise any powers that are not in furtherance of the purposes of
this Corporation, and the Corporation shall not carry on any other
activities not permitted to be carried on (i) by a corporation
exempt from Federal income tax under Section 501(c)(3) of the
Internal Revenue Code of 1954 (or the corresponding provision of any
future United States Internal Revenue Law); (ii) by a corporation,
contributions to which are deductible under Section 170(c)(2) of the
Internal Revenue Code of 1954 (or the corresponding provision of any
future United States Internal Revenue Law).
EXHIBIT "B"
Page 1
PAGE 1 of ib
The specific purposes of this Corporation include, but are not
limited to, preserving land and improvements for educational, scien-
tific, ecological, recreational, historical, scenic and open space
opportunities; engaging in the restoration, enhancement and preser-
vation of the Stein Family Farm complex; receiving and holding
dedications of real and personal property; and increasing public
knowledge and support for historic sites as an educational and cul-
tural resource.
Section 2.2 Limitations.
(a) Political Activity. No substantial part of the
activities of this Corporation shall consist of carrying on propa-
ganda, or otherwise attempting to influence legislation, and this
Corporation shall not participate in or intervene in (including the
publishing or distributing of statements in connection with) any
political campaign on behalf of any candidate for public office.
(b) Property. The property, assets, profits and net
income are dedicated irrevocably to the purposes set forth above.
No part of the profits or net earnings of this Corporation shall
ever inure to the benefit of any of its Directors, trustees,
officers, members (if any), employees, or to the benefit of any
private individual.
(c) Dissolution. Upon the winding up and dissolution of
this Corporation, after paying or adequately providing for the
payment of the debts, obligations and liabilities of the Corpora-
tion, the remaining assets of this Corporation shall be distributed
to a nonprofit fund, foundation or corporation which is organized
and operated exclusively for charitable purposes and which has
established its tax-exempt status under Section 501(c) (3) of the
Internal Revenue Code of 1954 (or the corresponding provision of any
future United States Internal Revenue Law.)
ARTICLE III
MEMBERSHIP
Section 3.1 Membership.
This Corporation shall have no members. The Board of Directors
may refer to persons associated with the corporations as members,
and may establish classes of such non -voting memberships. Such
persons shall not, however, be deemed members within the meaning of
Section 5056 of the California Corporations Code.
ARTICLE IV
BOARD OF DIRECMRS
Sections 4.1 PQliers.
(a) General Corporate Powers. Subject to the provisions
and limitations of the California Nonprofit Public Benefit Corpora-
tion Law and any other applicable laws, and any limitations of the
Articles of Incorporation and of these Bylaws, the activities and
Page 2 EXHIBIT "B"
PAGE 2 of 15
affairs of the Corporation shall be managed, and all corporate
powers shall be exercised, by or under the direction of the Board.
(b) Specific Powers. Subject to limitations of the
articles and these By -Laws, the activities and affairs of the Corpo-
ration shall be conducted and all corporate powers shall be exer-
cised by or under direction of the Board. The Board may delegate
management of the activities of the Corporation to any person or
persons, a management company, or committees, however composed,
Provided that the activities and affairs of the Corporation shall be
managed and all corporate powers shall be exercised under the ulti-
mate 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 By-laws:
(i) Appoint and remove, at the pleasure of the
Board, all officers, agents and employees of the Corporation; pre-
scribe powers and duties for them that are consistent with law, with
the Articles of Incorporation and with these Bylaws; and fix their
compensation and require from them security for faithful performance
of their duties.
(ii) Change the principal office or the principal
business office in the State of California from one location to
another; cause the Corporation to be qualified to conduct its activ-
ities in any other state, territory, dependency or country and
conduct its activities within or outside the State of California;
and designate any place within or outside the State of California
for the holding of any meeting, including annual meetings.
(iii) To conduct, manage, and control the affairs and
activities of the Corporation, and to make such rules and regula-
tions therefore not inconsistent with law, the Articles, or these
By-laws, as they may deem best.
(iv) To adopt, make, and use a Corporate Seal, and to
alter the form of such seal from time to time, as they may deem
best.
(v) To borrow money and incur indebtedness for the
purposes of the Corporation, and to cause to be executed and
delivered therefore, in the Corporate name, promissory notes, bonds,
debentures, deeds of trust, mortgages, pledges, hypothecations, or
other evidences of debt and securities therefore.
Section 4.2 Number of Directors.
The authorized number of Directors shall be eleven (11).
Section 4.3 Selection of Directors.
(a) Initial Directors. The initial Board members shall
be elected by the incorporator named in the Corporation's Articles
Of Incorporation.
Page 3
EXHIBIT "B"
PAGE 3 of 15
terminationbof the stermstofloffice of the
successors shall be chosen by a majority
Board then in office, whether or not less
sole remaining Director.
Section 4.4 Term of Office of Di ectors.
the expiration or earlier
initial Directors, their
vote of the members of the
than a quorum, or by a
The term of office of Directors shall be two (2) years. Each
Director shall hold office until the expiration of the term for
Which they were appointed, and until a successor has been appointed
or elected.
Section 4.5 Vacancies in Office.
(a) Events Causing Vacancy. A vacancy or vacancies on
the Board shall exist on the occurrence of the following: (1) the
death, removal, suspension or resignation of any Director; or (ii)
the declaration by resolution of the Board of a vacancy in the
office of a Director who has been declared of unsound mind by an
order of court or convicted of a felony or has been found by final
order or judgment of any court to have breached a duty under
Sections 5230 and following of the California Nonprofit Public
Benefit Corporation Law.
(b) Resignations. Except as provided in this subsection,
any Director may resign effective upon giving written notice to the
Chairman of the Board, if any, or the President or the Secretary of
the Board, unless such notice specifies a later time for the resig-
nation to become effective. Except upon notice to the Attorney
General of the State of California, no Director may resign when the
Corporation would then be left without a duly elected Director or
Directors in charge of its affairs.
(c) Filling Vacancies. Vacancies on the Board shall be
filled in the manner prescribed in these By-laws for regular elec-
tion or appointment to such office, provided that such vacancies
shall be filled as they occur, and not on an annual basis. Each
Director so selected shall hold office until the expiration of the
term of the replaced Director, and until a successor has been se-
lected and qualified. Any vacancy on the Board shall be filled by
vote of the remaining Directors, whether or not less that a quorum
or by a sole remaining Director.
(d) No Vacancy on Reduction Of Number of Directors. No
reduction of the authorized number of Directors shall have the
effect of removing any Director prior to expiration of the
Director's term of office.
Section 4.6 Restrictions on Directors.
Not more than forty-nine percent (49%) of the persons serving
on the Board may be interested persons. An interested person is (1)
any person being compensated by the Corporation for services ren-
dered to it within the previous twelve (12) months, whether as a
full-time or part-time employee, independent contractor, or other -
Page 4
EXHIBIT "B"
PAGE 4 of 15
wise; and (2) any brother, sister, ancestor, descendant, spouse,
brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-
in-law or father-in-law of such person. However, any violation of
the provisions of the paragraph shall not affect the validity or
enforceability of any transaction entered into by the Corporation.
A Director may not participate in any vote on any proposed transac-
tion with another organization or entity of which such Director is
also an employee, principal or Director.
Section 4.7 Standard of Care.
A Director shall perform the duties of a Director, including
duties as a member of any committee of the Board on which the
Director may serve in good faith, in a manner such Director believes
to be in the best interests of this Corporation, and with such care,
including reasonable inquiry, as an ordinarily prudent person in a
like situation would use under similar circumstances. In performing
the duties of a Director, a Director shall be entitled to rely on
information, opinions, reports or statements including financial
statements and other financial data, in each case prepared or
presented by:
(a) One or more officers or employees of the corporation
whom the Director believes to be reliable and competent in the
matters presented;
(b) Counsel, independent accountants or other persons as
to matters which the Director believes to be within such person's
professional or expert competence; or
(c) A committee of the Board upon which the Director does
not serve, as to matters within its designated authority, which
committee the Director believes to merit confidence, so long as in
any such case, the Director acts in good faith, after reasonable
inquiry when the need therefore is indicated by the circumstances
and without knowledge that would cause such reliance to be unwar-
ranted.
A person who performs the duties of a Director in accordance
With the foregoing shall have no liability based upon any failure or
alleged failure to discharge that person's obligations as a
Director.
Section 4.8 Non -Liability of Directors.
The Directors shall not be personally liable for the debts,
liabilities, or other obligations of the Corporation.
ARTICLE V
MEETINGS OF THE BOARD OF DIRECTORS
Section 5.1 Place of Meetings.
Meetings of the Board shall be held at the principal office of
the Corporation or at such other place as has been designated by the
Page 5 EXHIBIT "B"
PAGE 5 of 15
Board. In the absence of any such designation, meetings shall be
held at the principal office of the Corporation. The meetings of
the Board of Directors shall be open to the public and held in
accordance with the Ralph M. Brown Act, Government Code Section
54590 et. seq.
Section 5.2 Participation in Meetings by Conference Telephone.
Any meeting may be held by conference telephone or similar
communication equipment, so long as all Directors participating in
the meeting can hear one another, and all such Directors shall be
deemed to be present in person at such meeting.
Section 5.3 Annual Regular and Special Meetings
(a) Annual Meeting. The Board shall hold an annual
meeting in conjunction with the regularly scheduled Board meeting in
the month of August of each year for the purpose of organization,
election of officers and the transaction of other business; provid-
ed, however, that the Board may fix another time for the holding of
its annual meeting. Notice of this meeting shall not be required.
(b) Other Regular Meetings. The Board shall hold at
least four (4) regular business meetings throughout the year; said
meetings shall be held without call and on a date to be fixed by
resolution of the Board; provided, however, any given monthly
meeting may be dispensed with by majority vote of the Board. Such
regular meetings may be held without notice.
(c) Special Meetings.
(i) Authority To Call. Special meetings of the
Board of Directors may be called by the Chairman, or by any two (2)
Directors. The notice shall state the time, place, and subject
matter of such special meeting.
(ii) Notice. Notice of the time and place of special
meetings shall be given to each Director by one of the following
methods:
1. by personal delivery of written notice;
2. by first-class mail, postage prepaid;
3. by telephone, directly to the Director or to
a person at the Director's office who would reasonably be expected
to communicate that notice promptly to the Director; or
4. by telegram, charges prepaid.
(iii) Time Reguirements. Notices sent by first-
class mail shall be deposited in the United States mails at least
four (4) days before the time set for the meeting. Notices given by
personal delivery, telephone, or telegraph shall be delivered,
telephoned, or given to the telegraph company at least forty-eight
hours before the time set for the meeting. All such notices shall
Page 6 EXHIBIT "B"
PAGE 6 of 15
be given or sent to the Director's address and/or telephone number
as shown on the records of the Corporation.
(iv) Notice Contents. The notice shall state the
time of the meeting, and the place if the place is other than the
principal office of the Corporation. It need not specify the
purpose of the meeting.
Section 5.4 Ouoru .
A majority of the authorized number of Directors shall consti-
tute a quorum for the transaction of business, except to adjourn as
provided in section herein. Subject to the more stringent provi-
sions of the California Nonprofit Public Benefit Corporation Law,
including, without limitation, those provisions relating to (i)
approval of contracts or transactions in which a Director has a
direct or indirect material financial interest, (ii) approval of
certain transactions between corporations having common director-
ship, (iii) creation of an appointment of committees of the Board
and (iv) indemnification of Directors, every act or decision done or
made by a majority of the Directors present at a meeting duly held
at which a quorum is present shall be regarded as the act of the
Board. A meeting at which a quorum is initially present may contin-
ue to transact business, notwithstanding the withdrawal of Direc-
tors, if any action taken is approved by at least a majority of the
required quorum for that meeting.
Section 5.5 waiver of Notice.
Notice of a meeting need not be given to any Director who signs
a waiver of notice, or a written consent to holding the meeting, or
an approval of the minutes thereof, whether before or after the
meeting, or who attends the meeting without protesting, prior
thereto or at its commencement, the lack of notice to such Director.
The waiver of notice or consent need not specify the purpose of the
meeting. All such waivers, consents and approvals shall be filed
with the corporate records or made a part of the minutes of the
meetings. Notice of a meeting need not be given any Director who
attends the meeting without protesting before or at its commencement
the lack of notice to such Director.
Section 5.6 Action Without Meeting.
Any action required or permitted to be taken by the Board may
be taken without a meeting if all members of the Board shall indi-
vidually or collectively consent in writing to such action. Such
consent or consents shall have the same effect as a unanimous vote
of the Board, and shall be filed with the minutes of the proceedings
of the Board. Such written consent or consents shall be filed with
the minutes of the proceedings of the Board. For the purposes of
this Section 5.6 only, "all members of the Board" shall not include
Directors who have a material financial interest in a transaction to
which the Corporation is a party.
Page 7 EXHIBIT "B"
PAGE 7 of 15
Section 5.7 Adjournment.
�.- A majority of the Directors present, whether or not consti-
tuting a quorum may adjourn any meeting to another time and place.
Notice of the time and place of holding an adjourned meeting need
not be given, unless the meeting is adjourned for more than 24
hours, in which case personal notice of the time and place shall be
given before the time of the adjourned meeting to the Directors who
were not present at the time of the adjournment.
ARTICLE VI
COMMITTEES
Section 6.1 Committees of Directors.
The Board of Directors may designate one (1) or more commit-
tees, each consisting of three (3) or more Directors to serve at the
pleasure of the Board. Appointments to all committees shall be made
by a majority vote of the Directors then in office. Any committee,
to the extent provided in the Board resolution, shall have all the
authority of the Board, except that no committee, regardless of
Board resolution may:
committee; (a) Fill vacancies on the Board of Directors or on any
(b) Expend any corporate funds for any purpose without
_ the express authorization of the Board of Directors;
(c) Amend or repeal By-laws or adopt new By-laws.
(d) Amend or repeal any resolution of the Board of
Directors which by its express terms is not so amendable or
repealable;
Directors. (e) Appoint any other committees of the Board of
(f) approve any contract or transaction to which the
Corporation is a party and in which one or more of its Directors has
a material financial interest, except as such approval is provided
for in Section 5233(d)(3) of the California Corporations Code.
Section 6.2 Meetings of Committees.
Meetings and actions of committees shall be governed by and
held and taken in accordance with the provisions of these By-laws
concerning meetings of Directors, with such changes in the context
of those By-laws as are necessary to substitute the committee and
its members for the Board of Directors and its members. Minutes
shall be kept of each meeting of any committee and shall be filed
With the corporate records. The Board of Directors may adopt rules
for the governance of any committee not inconsistent with the provi-
sions of these By-laws.
rrrrr
Page 8
EXHIBIT "B"
PAGE 8 of 15
ARTICLE VII
OFFICERS
Section 7.1 officers.
The officers of the Corporation shall include a President, a
Secretary, and a Chief Financial Officer. The Corporation may also
have, at the Board's discretion, a Chairman of the Board, one or
more vice Presidents, one or more assistant Secretaries, one or more
assistant Treasurers, and such other officers as may be appointed in
accordance with these Bylaws. Any number of offices may be held by
the same person, except that neither the Secretary nor the Chief
Financial Officer may serve concurrently as either the President or
the Chairman of the Board.
Section 7.1 Election.
The Officers of this Corporation, except those appointed in
accordance with the provisions of Section 7.03 of this Article VII,
shall be chosen annually by the Directors, and each shall serve at
the pleasure of the Board, subject to the rights, if any, of an
Officer under any contract of employment. The Officers of the
Corporation shall be elected at the annual meetings.
Section 7.03 Other Officers.
The Board may appoint and may authorize the Chairman of the
Board or the President or another officer to appoint any other
officers that the corporation may require, each of whom shall have
the title, hold office for the period, have the authority and per-
form the duties specified in the Bylaws or determined from time to
time by the Board.
Section 7.4 Removal.
Subject to the rights, if any, of an Officer under any contract
Of employment, any Officer may be removed, with or without cause, by
a majority vote of the Board of Directors pursuant to applicable
law.
Section 7.5 Resignation.
An Officer may resign at any time by giving written notice to
this Corporation. The resignation shall take effect at the date of
the receipt of that notice or at any later time specified by that
notice, and unless otherwise specified in that notice, the accept-
ance of the resignation shall not be necessary to make it effective.
Any resignation is without prejudice to the rights, if any, of this
Corporation under any contract to which the Officer is a party.
Section 7.6 Vacancies.
A vacancy in any office for any reason shall be filled in the
Page 9
EXHIBIT "B"
PAGE 9 of 15
manner described in these By-laws for regular appointments to that
office.
Section 7.7 Chairman 'of the Board.
If a Chairman of the Board is elected, he or she shall preside
at meetings of the Board and shall exercise and perform such other
powers and duties as the Board may assign from time to time. If
there is no President, the Chairman of the Board shall also be the
Chief Executive Officer and shall have the powers and duties of the
President of the corporation prescribed by these Bylaws.
Section 7.8 President/Chief Executive officer.
Subject to the control and supervision of the Board, the Presi-
dent shall be the Chief Executive Officer and general manager of the
corporation and shall generally supervise, direct and control the
activities and affairs and the officers of the corporation. The
President, in the absence of the Chairman of the Board, or if there
be none, shall preside at all meetings of the Board. The President
shall have such other powers and duties as may be prescribed by the
Board or these Bylaws.
Section 7.9 Vice -Presidents.
In the absence or disability of the President, the vice -Presi-
dents, if any, in order of their rank, shall perform all of the
duties of the President, and, when so acting, shall have all the
powers of and be subject to all of the restrictions upon the Presi-
dent. The vice -Presidents shall have such other powers and perform
such other duties as from time to time may be prescribed for them by
the Board or the Bylaws.
Section 7.10 Secretary.
The Secretary shall keep a full and complete record of the
proceedings of the Board and committees of the Board, with the time
and place of holding, whether regular or special, and if special,
how authorized, the notice thereof given, the names of those present
at Board and committee meetings, and the proceedings thereof. The
Secretary shall keep the Seal of the Corporation and affix the same
to such papers and instruments as may be required in the regular
course of business, shall make service of such notices as required
by these By-laws or as may be proper, shall supervise the keeping of
the books of the Corporation, and shall discharge such other duties
as pertain to the office or as prescribed by the Directors. The
Secretary shall keep or cause to be kept, at the Corporation's
principal office, a copy of the book of minutes, including the
Articles of Incorporation and By-laws.
Section 7.11 Treasurer/Chief Financial officer.
The Treasurer shall be the Chief Financial Officer of the
v Corporation, and shall have charge and custody of all funds of the
Corporation, shall deposit such funds in the manner required by the
Board, shall keep and maintain adequate and correct accounts of the
Page 10 EXHIBIT "B"
PAGE 10 of 15
Corporation's properties an business transactions, shall render
reports and accountings as required, and shall discharge such other
�. duties as pertain to the office or as prescribed by the Directors.
The books of account shall be open to inspection by any officer at
all reasonable times. The Board may require the Treasurer to give
the 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 restoration to the Corporation of all of its books,
papers, vouchers, money, on his or her death, resignation, retire-
ment, or removal from office.
ARTICLE VIII
INDEMNIFICATION AND INSURANCE
Section 8.1 Right of Indemnity.
To the full extent permitted by law, this corporation shall
indemnify its Directors, officers, employees and other persons
described in Sections'5238(a) and 7237(a) of the California
Corporations Code, including persons formerly occupying any such
position, against all expenses, judgments, fines, settlements and
other amounts actually and reasonably incurred in connection with
any "proceeding", as that term is used in such Section and including
an action by or in the right of the corporation, by reason of the
fact that such person is or was a person described by such Section.
"Expenses", as used in this Bylaw, shall have the same meaning as in
Sections 5238(a) and 7237(a) of the California Corporations Code.
Section 8.2 Approval of Indemnity_.
Upon written request to the Board by any person seeking indem-
nification under Sections 5238(b), 5238(c), 7237(b) or Section
7237(c) of the California Corporation Code, the Board shall prompt-
ly determine whether the applicable standard of conduct has been met
and, if so, the Board shall authorize indemnification. If the Board
cannot authorize indemnification because the number of Directors who
are parties to the proceeding with respect to which indemnification
is sought is such as to prevent the formation of a quorum of Direc-
tors who are not parties to such proceeding, the Board or the attor-
ney or other person rendering services in connection with the de-
fense shall apply to the court in which such proceeding is or was
pending to determine whether the applicable standard of conduct has
been met.
Section 8.3 Advancement of Expenses.
To the full extent permitted by law and except as is otherwise
determined by toe Board in a specific instance, expenses incurred by
a person seeking indemnification under these Bylaws in defending any
proceeding covered by these Bylaws shall be advanced by the corpora-
tion prior to the final disposition of the proceeding upon receipt
by the corporation of an undertaking by or on behalf of such person
that the advance will be repaid unless it is ultimately determined
that such person is entitled to be indemnified by the corporation
therefore.
Page it EHXIBIT "B"
PAGE 11 of 15
Section 8.4 Insurance for Corporate Agents.
The Corporation shall have the right to purchase and maintain
insurance to the full extent permitted by law on behalf of any agent
Of the Corporation, including a Director, Officer, employee or other
agent of the corporation, against any liability asserted against or
incurred by any officer, Director, employee, or agent in such capac-
ity or arising out of the officer's, Director's, employee's or
agent's status as such.
ARTICLE TX
RECORDS AND REPORTS
Section 9.1 Annual Report.
Except as provided under Section 6321(c)(d) or (f) of the
California Corporations Code, the Chairman shall furnish a written
report within 120 days after the end of the Corporation's fiscal
year to all of the Directors containing the following information:
(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, during the fiscal year;
(c) The revenue or receipts of this Corporation, both
unrestricted and restricted purposes, for the fiscal year;
(d) The expenses or disbursements of this Corporation,
for both general and restricted purposes during the fiscal year;
(e) The amount and circumstances of any indemnifications
or advances paid during the fiscal year to any officer or Director
of the Corporation.
The annual report shall be accompanied by a report on the
Corporation by independent accounts or, if there is no such report,
by the certificate of an authorized Officer of the Corporation that
such statements were prepared without audit from the Corporation's
books and records.
Section 9.2 Corporate Records
The corporation shall keep adequate books and records as may be
required by law including, but not limited to:
(a) Minutes in written form of the proceedings of the
Board and committees of the Board.
(b) Adequate and correct books and records of account;
(c) If applicable, a record of its members, giving their
names and addresses and the class of membership held.
EXHIBIT "D"
Page 12
PAGE 12 of 15
Section 9.3 Inspection by Directors.
Every Director shall have the absolute right at any reasonable
time to inspect the Corporation's books, records, documents of every
kind and the Corporation's property. The right of inspection
includes the right to copy and make extracts of documents. This
inspection by a Director may be made in person or by an agent or
attorney, and the right of inspection includes the right to copy and
make extracts of documents.
Section 9.4 Inspection by Public.
The Corporation's books, records, documents of every kind shall
be public records available for inspection by the public.
ARTICLE X
AMENDMENTS
Section 10.1 Amendment of Articles of Incorporation.
Proposed amendments to this Corporation's Articles of Incorpo-
ration must be submitted in writing to the Directors at least one
(1) month in advance of the Board meeting at which they will be
considered for adoption. A majority of the Directors present at any
meeting shall be required to adopt an amendment to the Articles of
Incorporation.
Section 10.2 Amendments to By-laws.
Proposed amendments to this Corporation's By-laws must be
submitted in writing to the Directors at least one (1) month in
advance of the meeting at which they will be considered for adop-
tion. A majority of the Directors present at any meeting shall be
required to adopt an amendment to the By-laws of the Corporation.
Where any provision of these Bylaws requires the vote of a
larger proportion of the Directors than otherwise is required by
law, such provision may not be altered, amended or repealed except
by the vote of such greater number. No amendment may extend the
term of a Director beyond that for which such Director was elected.
ARTICLE XI
MISCELLANEOUS
Section 11.1 Fiscal Year.
The fiscal year of this Corporation shall end on each year on
June 30.
Section 11.2 Construction of Hy -Laws.
Unless the context otherwise requires,
rules of construction and definitions in the
Public Benefit Corporation Law shall govern
the general provisions,
California Nonprofit
the construction of
Page 13
EXHIBIT "B"
PAGE 13 of i5
these Bylaws. Without limiting the generality of the above, the
masculine gender includes the feminine and neuter, the singular
includes the plural and the plural includes the singular and the
term "person" includes both a legal entity and a natural person.
Section 11.3 Prohibited Transactions.
This Corporation shall not make any loan of money or property
to or guarantee the obligation of any Director or Officer; provided,
however, that this Corporation may advance money to a Director or
Officer of this Corporation for expenses reasonably anticipated to
be incurred in performance of the duties of such officer or Director
so long as such individual would be entitled to be reimbursed for
such expenses absent the advance.
Section 11.4 Compliance with Law
The actions of a Director or Officer shall comport with all
applicable provisions of the Corporations Code, Government Code and
the Public Contracts Code.
CERTIFICATE OF SECRETARY
I, the undersigned, certify that I am the presently elected and
acting secretary of the NATIONAL CITY LIVING HISTORY FARM PRESERVE,
a California Nonprofit Public Benefit Corporation, and the above
Bylaws, are the Bylaws of this corporation as adopted at a meeting
of the Board of Directors held on July 23, 1992.
Executed on July 23, 1992 at San Diego, California.
4&Z
u �Ja� Gz r //; Secretary
Page 14 EXHIBIT "B"
PAGE 14 of 15
Amendments
Articles of Incorporation, 13
By -Laws, 13
Committees of Directors
Generally, 8
Meetings, 8
Compliance with Law, 14
Construction of By -Laws, 13
Directors
Non -Liability, 5
Number Authorized, 3
Powers, General Corporate Powers, 2
Powers, Specific Powers, 3
Restrictions, 4
Selection of, Initial Directors, 3
Selection of, Subsequent Directors, 4
Standard of Care, 5
Term of Office, 4
Vacancies in Office, Events Causing, 4
Vacancies in Office, Filling Vacancies, 4
Vacancies in Office, No Reduction, 4
Vacancies in Office, Resignations, 4
Fiscal Year, 13
Indemnification
Advancement of Expenses, 11
Approval of Indemnity, 11
Insurance for Corporate Agents, 12
Right of Indemnity, 11
Insurance, 12
Limitations
Dissolution, 2
Political Activity, 2
Property, 2
Meetings of Directors
Action Without Meeting, 7
R EX TO BYLAWS
Meetings of Directors (continued)
Adjournment, 8
Annual Meeting, 6
Conference Telephone, 6
Otter Regular Meetings, 6
Place, 5
Quorum, 7
Special Meetings, 6
Special Meetings, Authority, 6
Special Meetings, Notice, 6
Waiver of Notice, 7
Membership, 2
Name of Corporation, 1
Officers
Chairman of the Board, 10
Described, 9
Election, 9
Other Officers, 9
President/Chief Executive Officer, 10
Removal, 9
Resignation, 9
Secretary, 10
Treasurer/Chief Financial Officer, 10
Vacancies, 9
Vice -Presidents, 10
Other Offices of Corporation, l
Principal Office of Corporation, I
Prohibited Transactions, 14
Purpose of Corporation, l
Records and Reports
Annual Report, 12
Corporate Records, 12
Inspection by Directors, 13
Inspection by Public, 13
Page i
EXHIBIT "B"
PAGE 15 of 15
DRAFT
MASTER PLAN
FOR THE
STEIN FAMILY FARM
JULY, 1992
EXHIBIT "C"
Interpreting the Complex interrelationships between these organisms and
the food and seeder they seek, as well as the coniiics presented. to growing
agr'Cuiturai crops and raring cell _nirals. 'Niil �
. e an integral par of -he ,verail
interoretive effcm
KEY IN7ERFRE-1IV 7HEMEE AND GOALS
%le Mips-, 31c-,Mficant imemreTIve tI c_!,ies . eVclve =.- r G ;i 6 'fS:C,'/ 2nC
CeveicCri-=rT ::f t,e Jtein = =rally F!= _ _
, as _ °2miiy ;.eeratec °ar- _;.d E
manner in Whicn natL're fraerr_imes with .iCiricfl inBECS End SaTie! E•^+T3. ES Weil
as agr c: ituri CrCcuc fully. i nis ceveicpment 's bes ;;nders:cct .y =..:Cfvmc
the Sites' ICC27,icn I:n 'eia-,icn to the Commerce Ci the ;Edcd; :he /aeL ES _r
coals of ;he Ceccie invoived; their c::mmerC:ai c imzteac eir 'itura: fC
the "tZTL:rci envircnment; !eacinc tC modern reia,icnshics Cf crm -praC:'C8_ now
anc in `i e '[,furs. AsiCE frcm the ^is cnc_: :.AL'rai ai:C envircnmen;
a major CCCorLunity eXISs tC interpret the agdc:JitUrai revolution SS ;t a:ieC:cd
%iaiiCnal amity and the 1/1(eccrrl Word. Cep:fIC CCala End CDieC;iVeS E::LOP Cr,
these themes are as foilows:
' To deveico cool working <ncwie=cs of why people se mlec n this
area; Wn I ,?lade aCriC::itLlre SC ` itai tc -he grCWth of tihE Ci::h Ely
CvmmunifiEs during the Victorian Era. What economic. transocraT;cr,
laccr and other factors were involved.
T 0 deveicp an aCoreCration among visitors for the manner in which
several ethnic groups lived and farmed the land around the turn of the
century.
To StrsSs the imoertance of long-term wise use of agricittural and
open space lands in terms of residential communities and user needs. EXHIBIT ,.c..
PAGE 1 of 3
To stress the sensitive balance between seasons, weather, pests,
c-co planting and harves-jng, and e=ricmic survival.
70 deveico practical aiternaiives to heavy uses of artificial ferililZSrS.
herbic'des and insectic.des for hcme gardeninc uses through intecrated
pea; management practices _rd procrams with aaprccriaie
demcrwations and proiecas.
o irvcive visitors in irterpretive demonstrations and prciects,
b "'d'na a sense Of ccmmuniTV, cccceraiien. tccettremess. =;,c cuciic
s��ccr.
' c ccmcns"S=—e the decree of 'nie_rakn between eanv farmers and
the lane in c--nirasi with Mcceri arming✓' teC:-Inciccies and practcas.
inc'ueirc the transIcrrnat cn Of amity arms inic c::rccrate farms.
' Tc stress the benefiic'ai ascec:s of taniiv gardening.
' 10 , -aintain levels of interpretive prccrGms and services, ,<eecirjc
;Iich star'dards and based on der;cns,cied needs. demands. _::rveys.
new research, and new technciccies.
' I c ;Ccjs program serricas and cpercticns of the Victorian era
E' IFIIBIT "C"
PAGE of 3
LONG TERM/ MASTER PLAN
i nE goals of those invoivec in , �e esaaiisnment or the Stein Farmiv Farm
have been previously presentec. A IMAS i F PLAN cetaiiing the soe ffcs of
'he site anc "regrams re'ated therete will be provided within a reascra.,ie time
'rme (acc=41mateiy six R1crilhs) Coca the property is = Cuired arc thesa
inVClVed can aCCBSS and inVAniCrV the site 'Nltl the assistance of experm. Once
this occurs, the fpilewinc items can be provided in the MASTER I LAN which
will inciuce an impiementaticn zime sc^eduie:
t. A. Business P!2n outlining=mpicyees. vciurtesrS or cr.c ;e.rrr
Ccrcta}(ErS ^,n sza1. 'ce5. 1tilRi$S. !nsL'r2. nC�'a,:e5 if -'_tiC ple.
.'CL'rS Of -'CE ctCn. CCRCZSS;CG5. R:rcr2igit C, r2CCR5 :C siC,
2. A Site Development Plan Se ;irg cut tl"e preecsac ;se Cr all
the premises inc!udinc ail �,uiidinc SIZss. IccatiCns. Icr'CsCc.^.Ir4
and./Cr C:iitlVe2e4 icnC areas. Secaleze plan deciG:rG any
imprcvemerzm m be cc;ec on the premises as recuirec s;:ch as
7esu-Ccros, rranc, crcr2.rds ST. 'Mil aisc be previcec_ `-:s plan
'nail also take ::mc ccnside aticr -ecLireme.^ts pe�cirinc :C ccrire,
planning, Scf IV, health. 'Ire, Permits, licensing am hlstc,7c
3. A Educational Plan cetaiiinc ;;;e yces -of prccra:-: :c be
es�niis`ec and cccrcira;ed *t;tr:e local screci cisrrr._.
Q. A Histary of ;he Croce y _nc tallies ;sscc:cted illerewlti�.
EXHIBIT "C"
PAGE 'A of 3