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HomeMy WebLinkAbout1997 CON CDC National City Living History Farm Preserve - Stein FarmNOTE TO FILE IN THE MATTER OF: Maintenance and Operating Agreement by and between the Community Development Commission of the City of National City and the National City Living History Farm Preserver, Inc. A FULLY EXECUTED ORIGINAL AGREEMENT WAS NEVER FILED WITH THE OFFICE OF THE CITY CLERK NTF ORIGINAL 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 1997, 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 activities, 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 "B_" 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 b. c. legal holidays, by appointment. place an emphasis for use by school the planting of community gardens. 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. The general public will be allowed access to the farm house only when authorized members of Operator are present. Operator will groups and for Page 3 of 12 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 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 sale 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 certificate(s) 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. 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. Insurance provisions of this Agreement may be reviewed by CDC every five (5) years, and before g• 7 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. Signs. 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: CDC: NATIONAL CITY LIVING HISTORY FARM PRESERVE, INC. Attn: Vince Reynolds, Chairman/Secretary 1243 Manchester Avenue National City, CA 91950 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. APPROVED AS TO FORM: George H. Eiser, III City/CDC Attorney Attachments: Exhibit Exhibit Exhibit Farm-Agr.A4 "A" ,B" nCa NATIONAL CITY LIVING HISTORY FARM PRESERVE, INC. By Name Typed: VINCE REYNOLDs Title CHAIRMAN/SECRETARY 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 Chairman (Mayor) - Property Description - Articles of Incorporation/Bylaws - Master Plan Page 12 of 12 Lots 1 through 9 and 11 through 20, in Black 2 of the Subdivision by W. S. 8 t,, i s cf Tan Poe Lot 14 in Quarter sec -ion 153 of Rancho Da La Nadon, in the City of Nazi i City, County of San Diego, State of California, forni a, a=rling to Mpp thereof NO. 201, filed in the 0tF1t of the Canty Pecorder of San Diego Caasty, May 27, 1881. Also, the North Ralf of 19th Stz L adjacent to Lot 11 as closed by the City Council of National City. Also the Northeasa_rly 10 feet of "E" Avenue adjacent to Lots 1 through 9 and the Sarchwest=ly 10 feet of "7- Average adjacent to Lots 11 through 20 :n the above EILook as closed by the City Council of National City. EXHIBIT "A" PAGE 1 of 2 Z 30 Z 39FI d „t10 IIHIHXH rr- l,; (It -- 'i. , , 1 75 •, ► I V • i I 16 I .;1.1 1 01 � I IL'I I I I al P G • e� !:ri +11,ipv! : 1 - l .. u 1. 1'.. J ' •I AVENUE AVENUE BYLAWS 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 corporationo exempt from Federal income tax under Section 501(c)(3) of 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" Donn 1 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 DIREL 1ORS Sections 4.1 powers. (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 EXHIBIT "B" Page 2 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" (b) Subseent Directors. At the expiration or earlier termination of the terms of office of the initial Directors, their successors shall be chosen by a majority vote of the members of the Board then in office, whether or not less than a quorum, or by a sole remaining Director. Section 4.4 Term of Office of Directors. 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 gestrictions 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" 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. AKI ICLE 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" 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 Reauirements. 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 EXHIBIT "B" Page 6 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 Quorum. 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" 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: (a) Fill vacancies on the Board of Directors or on any committee; (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; (e) Directors. 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 Neetinas 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. /////` Page 8 EXHIBIT "B" ARTICLE VIE 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" 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 _ 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" 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 ti)e 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. EHXIBIT "B" Page 11 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 IX 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 this Corporation as of the end of the fiscal year; (b) The principal changes in assets and liabilities, 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. funds, of including 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 "B" 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 By -Laws. Unless the context otherwise requires, the general provisions, rules of construction and definitions in the California Nonprofit Public Benefit Corporation Law shall govern the construction of Page 13 EXHIBIT "B" 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 s.o 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. Mateyo,' (/tds a/, Secretary EXHIBIT "B" Page 14 INDEX TO BY-LAWS 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 Meetings of Directors (continued) Adjournment, 8 Annual Meeting, 6 Conference Telephone, 6 Other 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, I 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, 1 Principal Office of Corporation, I Prohibited Transactions, 14 Purpose of Corporation, 1 Records and Reports Annual Report, 12 Corporate Records, 12 Inspection by Directors, 13 Inspection by Public, 13 Action Without Meeting, 7 n; EXHIBIT "B" DRAFT MASTER PLAN FOR THE STEIN FAMILY FARM J U LY, 1992 • Interpreting the complex interre!aticnsnips between these organisms anc the food and s.,eiter they seek. as well as the conrlics ;resented- to crcwinc acre -Aural c ccs and raising `arm animals. wiil be an integral part of :he overall interpretive eft rt. KEY INTERPRETIVE THEMES AND GOALS i 'e :: Cst sicnificai t interpretive :homes . �vCIVS ai CLnC :he hlszcrf anc Ceve!ccment :,f :re Stein Family Farm as a 'arniiv :Cerated `a77: a"C :he manner :n wfilcn nature interra a es with :- man neecs arc sernements. ¢s well acriclturai productivity. „,pis ceveiccment is best .ircerszccd v s ..cvirg !Ile sites' ;ccaticn n reiaticn :c the commerce cf the pencd; the iaLeS art Coals cf :he peccie involved; their commercial ctimare anc heir C...Aural .Se CT the natural environment; ieacinc tc mccern ..e aticns`Jcs of farm prances new arc in the future. Alice tom The historical. cultural arc envircnmen.ai .-emes. a 'paler ccccrtunity exists tc interpret the agricultural revcluticn as :t Oiler eC Natfcnai CTy arc the Western wcric. S.cedfic goals arc cbler3Ves that sucper, these themes are as fellows: • Tc ceveicc cccc wordina krcwiedce of wily peccie sated n this area: what made agriculture so vital :o the growth cf the Scum Bay communities, curing the Victorian era, what economic, transocra:icn, laccr and other factors were invclvec. ' To deveico an appreciation among visitors for the manner in which several ethnic groups Gved and farmed the land around the turn cf the century. • To stress the importance of long-term wise use of agric.Atural and open space lands in terms of residential communities and user needs. EXHIBIT "C" ' To stress the sensitive balance between seasons, weather, pests, crop planting and harvesting, and economic survival. ' -o cevelco practical aitemarves tc heavy uses ci artificial fertilizers. hereicces and insecticides for home gardening uses through integrated pest management practices and prcgrans with appropriate demcnstrztions and projects. ' To invcive visitors in interretive demonstrations and prciects, buiicinc a sense ci communiri. _occeraucn. tccetnerness. arc =ubiic succor,. • i o cemcnstrate the degree of Tntecraticn between eany farmers and the lane in contest with mccerr farminc tecnnciccies and practices. Inc:Lcir,g the trans:crmaticn ci amiiv farms iritc c rrcr—cie rarrns. • i c stress the cenenc'ai aspects ci `aniiv careening. • To ,maintain levels ci interretive prccrams arc services. keeping high standards and based cn demonstrated needs. demands. :::rveys. new research, and new tfichncicgies. • To fccjs program services and cceraticns ci the Victorian era - EXHIBIT "C" LONG TERM! MASTER PLAN The goals of :hose involved in the es, iishrnent of the Stein Family Farm have been previcusiy presentee. A MASTER PLAN detailing the sectTics of the site and programs related thereto will be provided within a reasoner.* time frame (aperoximateiy six months) once the property is acquired arc those involved can access and inventory the site with the assistance of experts. Once this oars, the foilewinc items can be provided in the MASTER PLAN which will inc:uce an imeiementaticn time scneduie: A Business Plan outlining er:,cicvees. vciunteers cr cr.g :errn caretakers sta.ft. ees. 1Tiiities. 'nsurncs. :axes :T ::_doable. ncur5 of ocera`ucn, concessions. i:rcrais;r c, .'ecCrs SIC. A Site Development P!an setting out the cropcsec _se of ail the ;remises including all buiicinc sizes. locations. la-dscapirc encicr cuttivatee lane areas. A separate plan decic::rg any improvements :c be :coated on :he premises as recuirec sucn as 7es: ocros. parxcnc, orchards etc. will also `;e provided_ --s plan will alai take into consideration -ecuirements bertaininc :c _chino, piannirc, safety, dearth. ire, permits. licensing and histCrc 3. A Educational Plan cetaiiinc :he types of prccr_ :c ce estaciisnec and coordinated wit;, :he lccai sc:.cci disrics. d. A History of the property anc families associated therewith. EXHIBIT "C"