City of Culver City, California
City Council Agenda Item Report
RECOMMENDATION:
Staff recommends the City Council consider an amendment to the existing
Memorandum of Understanding (MOU) with the Friends of the Culver City Dog Park
(FCCDP) to further clarify the cooperative relationship between the City and the
FCCDP in the development, operation and maintenance of the Culver City Dog Park
(the “Dog Park”).
BACKGROUND/DISCUSSION:
As part of the work plan for developing the Dog Park, the City and the FCCDP
negotiated and executed an MOU (Attachment 1), which became effective on March
1, 2005, regarding the cooperative relationship between the FCCDP and the City
and each party’s respective duties and responsibilities pertaining to the
development, operation and maintenance of the Dog Park. As stated in Section 2 of
its bylaws (Attachment 2), the FCCDP is a 501(c)(3) non-profit organization with the
sole mission of assisting the people of Culver City and City of Culver City with
sustaining the Dog Park. The organization is committed to ensuring this vital
community asset is well maintained and operated so that the public and their dogs
can experience a clean, safe and vibrant environment. FCCDP is a unique
organization in that it exists solely for the purpose of benefiting a City-owned facility.
Over the course of the last few years and recently, with the adoption of City Council
Policy No. 2008-01 relating to Community Organizations (the “Policy”) (Attachment
3), there has arisen a need to update the existing MOU to further clarify the
Meeting Date: 07/28/08 Item Number: A-2
AGENDA ITEM: Approval of an Amendment to the Existing Memorandum of
Understanding with the Friends of the Culver City Dog Park to Further Clarify the
Cooperative Relationship between the City and the FCCDP in the Development,
Operation and Maintenance of the Culver City Dog Park.
Contact Person/Dept.: Martin Cole,
Assistant City Manager
Phone Number: (310) 253-6000
Fiscal Impact: Yes [] No [X] General Fund: Yes [] No [X]
Public Hearing: [] Action Item: [X] Attachments: [X]
Public Notification: Master E-Mail Notification List (07/24/08) and Friends of the Culver
City Dog Park (07/24/08).
Department Approval:
Martin R. Cole (07/17/08)
City Attorney Approval:
Carol Schwab (by H. Baker) (07/17/08)
Chief Financial Officer Approval:
Jeff Muir (by M. Noller) (07/22/08)
City Manager Approval:
Jerry Fulwood (07/23/08) City of Culver City, California
City Council Agenda Item Report
cooperative relationship between the City and the FCCDP. Under the terms of the
Policy, the FCCDP is considered to be a Cooperative Community Group (Category
2) by meeting the following criteria:
• Members are not appointed by the City Council or a City Council created
body.
• The Community Organization works closely with the City Council/Staff to
organize civic events and/or activities organized or sponsored by the City or
Redevelopment Agency (as those terms are defined in Section
17.330.040.B.7.b of the Culver City Municipal Code)
• Directly receives or provides City or Agency funds (as opposed to a waiver of
fees) approved by the City Council;
• The Community Organization is a legally recognizable group (for example, a
corporation, a 501(c)(3) organization, etc.)
• The Community Organization has negotiated and executed an MOU with the
City.
FCCDP’s main purpose is to cooperate with the City in the operation and
maintenance of the City’s Dog Park, which includes the donation or expenditure of
funds for additional enhancements and improvements to the City’s Dog Park. In
order to continue funds and participation vital to improvements, operation and
maintenance of the City’s Dog Park, the FCCDP has requested permission to place
materials at City events encouraging persons to donate and volunteer in the
FCCDP’s efforts. Due to this unique relationship whereby the FCCDP is directly
supporting the operation of a City facility, the Council could approve an amendment
to the MOU to include a provision that permits the FCCDP to place certain
informational materials as part of City-related materials at City events (i.e. Culver
City Music Festival), excluding Council Chambers. The informational materials
would be limited to those relating specifically to the FCCDP’s purpose of sustaining
the City’s Dog Park (including information relating to fund-raising events for the
City’s Dog Park). In addition, staff is recommending that language be included in
the amendment that any event conducted by the FCCDP that meets the
requirements of Culver City Municipal Code Section 17.330.040.B.7 shall be
deemed a City-sponsored event for purposes of the placement of banners in the
City’s overhead street banner locations.
If the Council approves such an amendment to the MOU, it should be understood
that similar requests from other community organizations similarly situated (e.g.
organization with a City MOU that directly supports City facilities) should be given
the same consideration. Such requests would be reviewed on a case by case basis.
City of Culver City, California
City Council Agenda Item Report
Staff recommends the City Council consider an amendment to the MOU adding the
provisions as described above and further clarifying the cooperative relationship
between the City and the FCCDP.
FISCAL ANALYSIS:
There is no fiscal impact from the Council’s approval of the amendment.
ATTACHMENTS:
1. Memorandum of Understanding
2. Friends of the Culver City Dog Park Bylaws
3. City Council Policy No. 2008-01 relating to Community Organizations
MOTIONS:
That the City Council:
1. Approve an amendment to the existing Memorandum of Understanding
with the Friends of the Culver City Dog Park (FCCDP) to further clarify the
cooperative relationship between the City and the FCCDP in the
development, operation and maintenance of the Culver City Dog Park;
and,
2. Authorize the City Attorney to review/prepare the necessary documents
and authorize the City Manager to execute such documents on behalf of
the City.
07/28/08
Approval of an Amendment to the Existing Memorandum of
Understanding with the Friends of the Culver City Dog Park
(FCCDP) to Further Clarify the Cooperative Relationship
between the City and the 'FCCDP in the Development,
Operation and Maintenance of the Culver City Dog Park.
MEETING DATE:
AGENDA ITEM:
ATTACHMENTS
1. Memorandum of Understanding
2. Friends of the Culver City Dog Park Bylaws
3. City Council Policy No. 2008-01 relating to Community
Organizations
Pages
1-6
7-14
15-21"rrrA-cf++10---
MEMORANDUM OF UNDERSTANDING
(CULVER CITY DOG PARK)
This Memorandum of Understanding (hereinafter, "MOU") is made and entered into by
and between the City of Culver City (hereinafter, the "City") and the Friends of the
Culver City Dog Park (hereinafter, "FCCDP").
The term of this MOU will commence on March 1, 2005 and continue thereafter on a
month-to-month basis until terminated by either party upon sixty (60) days prior written
notice to the other party as provided herein.
RECITALS AND DEFINITIONS
A. City is the owner and operator of the subject property commonly known as the
"Boneyard," which is a part of the Culver City Park located on the corner of
Duquesne Avenue and Jefferson Boulevard in the City of Culver City, County of
Los Angeles, State of California (hereinafter, the "Dog Park").
B. In April 2003, the Culver City City Council officially designated and reserved the
Dog Park for the development of an off-leash dog park.
C. The FCCDP is a not-for-profit, tax exempt corporation consisting of members
and supporting members committed to supporting the development, operation
and maintenance of an off-leash dog park within the boundaries of the City of
Culver City. The FCCDP believes that an off-leash dog park can be a clean and
safe environment for all canines and the general public. To that end, and
pursuant to its bylaws and articles of incorporation, the FCCDP is committed to
assisting the City in the development, operation and maintenance of the Dog
Park.
D. The parties acknowledge that the Dog Park is a City park, owned by the City and
operated for the benefit of the general public and canines.
TERMS AND CONDITIONS
General Terms and Conditions
A. The parties shall agree to cooperate in the development, operation and
maintenance of the Dog Park.
B. The FCCDP, its Directors, Officers, Agents, Employees, Members and
Volunteers shall not have any possessory interest in the Dog Park.
C. The FCCDP shall not have any responsibility, legal or otherwise, for the
activities of the general public and canines at the Dog Park. The City
Page 1 of 6agrees to indemnify, defend, and hold harmless the FCCDP, its Directors,
Officers, Agents and Employees from any and all charges, complaints,
claims, losses, injuries, lawsuits, and actions accruing or resulting from
the activities of the general public and canines at the Dog Park.
D. The FCCDP, its Directors, Officers, Agents, Employees, Members and
Volunteers, shall act in an independent capacity and not as Officers,
Agents, Representatives, or Employees of the City.
E. The FCCDP, its Directors, Officers, Agents, Employees, Members and
Volunteers agree to waive any and all charges, complaints, claims, losses,
injuries, lawsuits, and actions which may accrue or result from cooperating
with the City in the development, operation and maintenance of the Dog
Park, except for any and all charges, complaints, claims, losses, injuries,
lawsuits, and actions accruing or resulting from the City's sole negligence.
The FCCDP, its Directors, Officers, Agents, Employees, Members and
Volunteers agree to inform each and every person or entity assisting the
FCCDP with the development, operation and maintenance of the Dog
Park of this provision, and shall obtain signed waivers from such persons
or entities suitable to, and agreed upon by, the City and will submit said
waivers to the City upon their execution and prior to commencement of
any assistance.
F. This MOU shall be binding upon, and shall inure to the benefit of, each
party and its Directors, Officers, Officials, Agents, Employees, former
Employees, Members, Volunteers, successors and assigns, and all
persons or entities acting by, through, under or in concert with them.
This MOU constitutes the entire agreement between the parties pertaining
to the subject matters contained herein, and supersedes any and all prior
or contemporaneous agreements, representations, or understandings of
the parties.
H.
No supplement, alteration, variation, modification, or amendment of this
MOU shall be binding, unless agreed upon in writing by both parties.
Notwithstanding any contrary provisions contained herein, and to provide
for enforcement of this MOU, the parties reserve to themselves the right to
initiate and to pursue any legal action necessary to enforce the terms of
this MOU. In the event of legal action, the prevailing party shall be
entitled to recover from the non-prevailing party reasonable attorneys'
fees and costs and expenses actually incurred, in addition to any other
relief the court deems just and proper. The parties agree to provide each
other with ninety (90) days' notice of intent to take legal action to enforce
the terms and conditions, responsibilities and duties as outlined in this
Page 2 of 6MOU, prior to the filing of any legal action. The parties further agree to
participate in an alternative dispute resolution process, such as mediation,
to try and resolve any disputes prior to litigation. The cost and expense of
such alternative dispute resolution shall be paid by the City. The parties
further agree that the proper venue for such legal action shall be the
Superior Court for the County of Los Angeles.
J. The terms of this Agreement shall be interpreted according to the laws of
the State of California.
K. This MOU may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one
and the same agreement. A photocopy of a signed original of this MOU
may be used for all purposes for which a signed original can be used.
L. If the City Council finds that it is in the public interest, health and/or
welfare, the City reserves the right to change the Dog Park to a use to be
determined by the City Council.
M. Any notices, requests and demands made by the City and/or the FCCDP
regarding the Dog Park and this MOU shall be directed as follows:
i. To the City:
City of Culver City
Department of Parks, Recreation and Community Services
Attention: Director
9770 Culver Boulevard
Culver City, CA 90232
City of Culver City
Office of the Chief Administrative Officer
9770 Culver Boulevard
Culver City, CA 90232
ii. To the FCCDP:
Friends of the Culver City Dog Park
Attention: Board of Directors
P.O. Box 4129
Culver City, CA 90231-4129
2. FCCDP's Rights, Duties and Responsibilities
A. If the FCCDP alters its charitable non-profit status, the City reserves the
Page 3 of 6
3right to renegotiate and/or terminate this MOU.
B. The FCCDP shall cooperate with the City in designing the Dog Park, and
shall submit any and all design proposals to the City and/or the City's
designated representative for approval.
C. The FCCDP will, as much as financially feasible, donate the funds
necessary to develop and construct the Dog Park, including interior and
perimeter amenities, including, but not limited to fencing, signs, trees,
ground covering, fountains, benches, and bulletin boards, in cooperation
with the City.
D. The FCCDP shall not alter the existing physical contours, features or
improvements of the Dog Park (interior and exterior) without first
requesting in writing and seeking approval from the City and/or the City's
designated representative. The City shall provide a written response
within a reasonable time after the presentation of any and all requests.
E. The FCCDP shall track and maintain fiscal accountability to all its donors
for funds expended for the development, operation and maintenance of
the Dog Park, and maintain records of financial transactions associated
with donated materials and labor as legally obligated under the provisions
of a 501(c) 3 charitable organization.
F. The FCCDP shall cooperate with the City in purchasing and restocking
supplies used for clean-up, and in cleaning the Dog Park on a periodic
basis.
G. The FCCDP shall maintain any and all bulletin boards located within the
Dog Park by removing unauthorized and outdated communications. To
control communications posted on the bulletin boards, the FCCDP shall
ensure that such bulletin boards are secure and access is limited to the
FCCDP's Board of Directors and its designees and the City or the City's
designated representative. It is understood that the purpose of this
bulletin board is to inform the public of dog related issues, services and
events.
H. The FCCDP may assist the City in amending the Rules and Regulations
associated with the use of the Dog Park as deemed necessary by either
party.
3. City's Rights, Duties and Responsibilities
A. The City shall ultimately be responsible for the overall development,
operation and maintenance of the Dog Park.
Page 4 of 6B. The City shall maintain the Dog Park at the same level as other City
parks.
C. City reserves the right to remove interior amenities (such as benches,
water fountains or landscaping) if deemed necessary to protect the public
health, safety and/or welfare. However, City shall give notice, when
possible, to the FCCDP and an opportunity to discuss the removal prior to
any action.
D. After discussion with the FCCDP, City shall inspect and review any and all
proposals for the design of the Dog Park and have the right to reject or
amend such proposals at its sole discretion.
E. After discussion with the FCCDP, City shall inspect and review any and all
proposals to alter the existing physical contours, features, or
improvements of the Dog Park (interior and exterior) and have the right to
reject or amend such proposals at its sole discretion.
F. City shall pay for all costs of utilities, including but not limited to water,
refuse collection, and electricity.
G. City shall pay for and maintain an irrigation system (if such system is
deemed necessary by the City).
H. City shall pay for and implement a graffiti abatement program for the Dog
Park.
1. City shall pay for and administer any and all pest control programs
required under federal, state, county and city laws and regulations.
J. If necessary, City shall provide, or cause to be provided, park security,
police and animal control services to protect the general public and
canines at the Dog Park.
K. Upon request by the FCCDP, City shall provide all pertinent information
necessary for the FCCDP to effectively fulfill its responsibilities under this
MOU.
L. If City requires information from the FCCDP concerning issues related to
the Dog Park which may arise, City shall request such information, and
allow at least seven (7) business days for any and all written responses
from the FCCDP, unless otherwise requested.
City shall have the right to close a portion or the entire Dog Park to allow
Page 5 of 6Date: 3 Ado
APPROVED AS TO FORM: APPROVED AS TO FINANCING:
Ca rorg . Schwab, ttorne ity
for maintenance as deemed necessary and shall provide notice of such
closure to the public.
N. City shall inspect, review and approve all proposed signs by the FCCDP
prior to their posting at the Dog Park, including, but not limited to, placards
acknowledging the donors of exterior and interior amenities.
0. With the cooperation of the FCCDP, City shall create and post signs
which inform the general public about any and all applicable laws,
ordinances, rules and regulations associated with the use of the Dog
Park. Such signs shall be conspicuously posted at or near the entrance of
the Dog Park.
IN WITNESS WHEREOF, the parties hereto have caused this Memorandum of
Understanding to be executed by and through their respective authorized officers, as of
the date written herein below.
FRIENDS OF THE CULVER CITY DOG PARK
-4-4(ay
Vicki Daly Redholtz, Ch r
C TY OF CULVER CITY
Date:
Jerry F o'd, Chief Administrative Officer
Page 6 of 6A--
-rriAcc4+mEio-r-
AMENDED BYLAWS
"FRIENDS OF THE CULVER CITY DOG PARK"
ARTICLE I — NAME, PURPOSE.
Section 1: The name of the organization shall be "Friends of the Culver City Dog
Park."
Section 2: The "Friends of the Culver City Dog Park" (FCCDP) is a nonprofit and
tax-exempt organization committed to assisting the people of Culver City and
City of Culver City with sustaining "The Boneyard," Culver City's official off-leash
dog park. The FCCDP believes the Boneyard is a vital community asset, and
must be well-maintained and operated so that Culver City's canine citizens and
their Friends can experience a clean, safe and vibrant environment.
ARTICLE II — MEMBERSHIP.
Section 1: The membership of this organization shall consist of two classes of
members, the first class designated "Active" and the second class designated
"Supporting."
Class One [Active] consists of Members of the Board of Directors. Active
members are eligible to vote.
Class Two [Supporting] consists of any individual or organization supporting the
purpose and mission of the Friends of the Culver City Dog Park. Supporting
members are ineligible to vote.
ARTICLE III — MEETINGS & NOTICES
Section 1: The Board of Directors shall hold regular monthly meetings. Such
monthly meetings may be held without notice and may be deferred by a majority
vote of Active members.
Section 2: Other than regular monthly meetings, special meetings of the Board of
Directors may be called by the Chair or by two Board members. Such meetings
may be held without advance notice, and may be held by conference telephone,
video screen communication, or other electronic communications, including but
not limited to email. Participation in a meeting under this section shall constitute
presence in person at the meeting if all of the following apply:
A. Each Board member participating in the meeting can communicate with all
other Board members;
B. Each Board member has the opportunity to participate in all matters
before the Board, including the capacity to propose, or to interpose an objectionto, a specific action to be taken; and
C. The Board has adopted and implemented a means of verifying both of the
following:
1. A person participating in the meeting is a Board member; and
2. All actions of or votes by the Board are taken or cast only by Board
members and not by persons who are not Board members.
Section 3: General Meetings of Active and Supporting members may be held
when needed as called by the Chair. Active and Supporting members may
receive notice of general meetings at least ten (10) days in advance personally,
b ay telephone, by email, or by facsimile.
Section 4: The annual meeting shall take place in October of each year, and
requires a quorum of the active membership. Active and Supporting members
shall receive notice of the annual meeting at least ten (10) days in advance
personally, by telephone, by email, or by facsimile.
Section 5: A majority of Board members present, whether or not a quorum is
present, may adjourn any meeting to another place and time.
Section 6: All meetings shall be conducted according to Sturgis' Rules of Order.
ARTICLE IV — BOARD OF DIRECTORS
Section 1: Board Role, Size, Compensation. The Board is responsible for
overall policy and direction of the "Friends of the Culver City Dog Park," and
delegates responsibility for day-to-day operations to the committee chairs and
members. The Board shall have up to ten (10) and not fewer than five (5)
members. The exact number of directors and alternates, within such limits, shall
be set by the Board of Directors. Board members receive no compensation.
Section 2: Regular Meetings. The Board shall meet at least once a month, at an
agreed upon time and place.
Section 3: Election of Directors. The Chair shall appoint a Nominating Committee
to recommend a slate of directors. Board members will be elected by a simple
majority vote of the Active membership as present at the annual meeting.
Section 4: Terms. All Board members shall serve two year terms, but are
eligible for re-election.
Section 5: Quorum. A quorum must be attended by at least 50 percent of the
Board members before business can be transacted or motions made or passed.Section 6: Officers and Duties. There may be four officers of the Board,
consisting of a Chair, Vice Chair, Secretary, and Treasurer. Officers will be
elected by the Board members.
Duties of the Chair, Vice Chair, Secretary, and Treasurer are as follows:
The Chair shall convene regularly scheduled Board meetings, shall preside or
arrange for other officers to preside at each meeting in the following order: Vice
Chair, Secretary, and Treasurer.
The Vice Chair will chair committees on special subjects as designated by the
Board.
The Recording Secretary shall be responsible for keeping records of Board
actions, including overseeing the taking of minutes at all Board meetings,
sending out meeting announcements, distributing copies of minutes and the
agenda to each Board member, and assuring that good records are maintained.
The Treasurer shall make a report at each Board meeting. Treasurer shall chair
the finance committee, assist in the preparation of the budget, help develop
fundraising plans, and make financial information available to Board members
and the public.
Section 7: Any action that the Board of Directors is required or permitted to take
may be taken without a meeting if all Board members consent in writing to the
action; provided, however, that the consent of any director who has a material
financial interest in a transaction to which the corporation is a party and who is an
"interested director" as defined in Corporations Code section 5233 shall not be
required for approval of that transaction. Such action by written consent shall
have the same force and effect as any other validly approved action of the Board
of Directors. All such consents shall be filed with the minutes of the proceedings
of the Board of Directors.
Section 8: All Board members shall have access to the Internet, including email.
All Board members who currently do not have access to the Internet, including
email, shall obtain such access before reelection to a new term on the Board of
Directors. Persons without access to the Internet, including email, are ineligible
to be nominated for membership on the Board of Directors.
Section 9: Vacancies. When a vacancy on the Board exists, nominations for
new members may be received from present Board members by the Secretary
two weeks in advance of a regular Board meeting. These nominations shall be
circulated among Board members in advance of a regular Board meeting, and
shall be voted upon by Board members. These vacancies will be filled only to
the end of the particular Board member's term.
3
ISection 10: Resignation, Termination and Absences. Resignation from the
Board must be in writing and received by the Secretary. A Board member shall
be removed from the Board if she or he has three unexcused absences from
regular Board meetings in a year. A Board member may be removed for other
reasons by a three-fourths vote of the remaining Board members.
ARTICLE V — COMMITTEES
Section 1: Standing Committees of the organization are Executive, Finance,
Communications and Site. The Board may also create committees as needed.
The Chair approves all committee chairs.
Section 2: The officers serve as members of the Executive Committee. Except
for the power to amend the Bylaws, the Executive Committee shall have all of the
powers and authority of the Board of Directors in the intervals between meetings
of the Board of Directors, subject to the direction and control of the Board of
Directors.
Section 3: The Treasurer is chair of the Finance Committee, which includes
three other Board members. The Finance Committee is responsible for
developing and reviewing fiscal procedures, a fundraising plan, and annual
budget with other Board members. The Board must approve the budget, and all
expenditures must be within the budget. Any change to the budget must be
approved by the Board. The fiscal year shall be the calendar year. Annual
reports are required to be submitted to the Board showing income, expenditures,
and pending income. The financial records of the organization are public
information and shall be made available to the membership, Board members and
the public.
ARTICLE VI — CONFLICT OF INTEREST POLICY
Section 1: Purpose. The purpose of the conflict of interest policy is to protect
the Friends of the Culver City Dog Park's [FCCDP or Organization] interest when
it is contemplating entering into a transaction or arrangement that might benefit
the private interest of an officer or director of the Organization or might result in a
possible excess benefit transaction. This policy is intended to supplement but not
replace any applicable state and federal laws governing conflict of interest
applicable to nonprofit and charitable organizations.
Section 2: Definitions
A. Interested Person.
Any director, principal officer, or member of a committee with governing board
delegated powers, who has a direct or indirect financial interest, as defined
below, is an interested person.
4B. Financial Interest.
Any person has a financial interest if the person has, directly or indirectly,
through business, investment, or family:
i. An ownership or investment interest in any entity with which the Organization
has a transaction or arrangement,
ii. A compensation arrangement with the Organization or with any entity or
individual with which the Organization has a transaction or arrangement, or
iii. A potential ownership or investment interest in, or compensation arrangement
with, any entity or individual with which the Organization is negotiating a
transaction or arrangement. Compensation includes direct and indirect
remuneration as well as gifts or favors that are not insubstantial. A financial
interest is not necessarily a conflict of interest. Under Section 3, sub-section B, a
person who has a financial interest may have a conflict of interest only if the
appropriate 'governing board or committee decides that a conflict of interest
exists.
Section 3: Procedures
A. Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person
must disclose the existence of the financial interest and be given the opportunity
to disclose all material facts to the directors and members of committees with
governing board delegated powers considering the proposed transaction or
arrangement.
B. Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any
discussion with the interested person, he/she shall leave the governing board or
committee meeting while the determination of a conflict of interest is discussed
and voted upon. The remaining board or committee members shall decide if a
conflict of interest exists.
C. Procedures for Addressing the Conflict of Interest
i. An interested person may make a presentation at the governing board or
committee meeting, but after the presentation, he/she shall leave the meeting
during the discussion of, and the vote on, the transaction or arrangement
involving the possible conflict of interest.
ii. The chairperson of the governing board or committee shall, if appropriate,
appoint a disinterested person or committee to investigate alternatives to the
proposed transaction or arrangement.
iii. After exercising due diligence, the governing board or committee shall
determine whether the Organization can obtain with reasonable efforts a more
1advantageous transaction or arrangement from a person or entity that would not
give rise to a conflict of interest.
iv. If a more advantageous transaction or arrangement is not reasonably possible
under circumstances not producing a conflict of interest, the governing board or
committee shall determine by a majority vote of the disinterested directors
whether the transaction or arrangement is in the Organization's best interest, for
its own benefit, and whether it is fair and reasonable. In conformity with the
above determination it shall make its decision as to whether to enter into the
transaction or arrangement.
D. Violations of the Conflicts of Interest Policy
I. If the governing board or committee has reasonable cause to believe a member
has failed to disclose actual or possible conflicts of interest, it shall inform the
member of the basis for such belief and afford the member an opportunity to
explain the alleged failure to disclose.
ii. If, after hearing the member's response and after making further investigation
as warranted by the circumstances, the governing board or committee
determines the member has failed to disclose an actual or possible conflict of
interest, it shall take appropriate disciplinary and corrective action.
Section 4: Records of Proceedings. The minutes of the governing board and
all committees with board delegated powers shall contain:
A. The names of the persons who disclosed or otherwise were found to have a
financial interest in connection with an actual or possible conflict of interest, the
nature of the financial interest, any action taken to determine whether a conflict of
interest was present, and the governing board's or committee's decision as to
whether a conflict of interest in fact existed.
B. The names of the persons who were present for discussions and votes
relating to the transaction or arrangement, the content of the discussion,
including any alternatives to the proposed transaction or arrangement, and a
record of any votes taken in connection with the proceedings.
Section 5: Compensation
A. A voting member of the governing board who receives compensation, directly
or indirectly, from the Organization for services is precluded from voting on
matters pertaining to that member's compensation.
B. A voting member of any committee whose jurisdiction includes compensation
matters and who receives compensation, directly or indirectly, from the
Organization for services is precluded from voting on matters pertaining to that
member's compensation.
\L
6C. No voting member of the governing board or any committee whose jurisdiction
includes compensation matters and who receives compensation, directly or
indirectly, from the Organization, either individually or collectively, is prohibited
from providing information to any committee regarding compensation.
Section 6: Annual Statements (see the attached Addendum 1). Each
director, principal officer and member of a committee with governing board
delegated powers shall sign a statement annually (every October) or within 30
days of becoming a director, principal officer and member of a committee with
governing board delegated powers, whichever is earlier, that affirms such
person:
A. Has received a copy of the conflict of interest policy,
B. Has read and understands the policy,
C. Has agreed to comply with the policy, and
D. Understands the Organization is charitable and in order to maintain its federal
tax exemption it must engage primarily in activities which accomplish one or
more of its tax-exempt purposes.
Section 7: Periodic Reviews. To ensure the Organization operates in a
manner consistent with charitable purposes and does not engage in activities
that could jeopardize its tax-exempt status, periodic reviews shall be conducted.
The periodic reviews shall, at a minimum, include the following subjects:
A. Whether compensation arrangements and benefits are reasonable, based on
competent survey information and the result of arm's length bargaining.
B. Whether partnerships, joint ventures, and arrangements with management
organizations conform to the Organization's written policies, are properly
recorded, reflect reasonable investment or payments for goods and services,
further charitable purposes and do not result in inurement, impermissible private
benefit or in an excess benefit transaction.
Section 8: Use of Outside Experts. When conducting the periodic reviews as
provided for in Section 7, the Organization may, but need not, use outside
advisors. If outside experts are used, their use shall not relieve the governing
board of its responsibility for ensuring periodic reviews are conducted.
ARTICLE VII — AMENDMENTS
Section 1: These Bylaws may be amended when necessary by a two-thirds
majority of the Board of Directors. Proposed amendments must be submitted to
all Board members before approval.8
The Bylaws were approved at a meeting of the Board of Directors of the "Friends
of the Culver City Dog Park" in September 2001.
The Amended Bylaws were approved at a meeting of the Board of Directors of
the "Friends of the Culver City Dog Park" in August 2002.
The Amended Bylaws were approved at a meeting of the Board of Directors of
the "Friends of the Culver City Dog Park" on June 23, 2004.
The Amended Bylaws were approved at a meeting of the Board of Directors of
the "Friends of the Culver City Dog Park" on April 11, 2007RESOLUTION NO. 2008-R oil
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF CULVER CITY, CALIFORNIA, ADOPTING CITY
COUNCIL POLICY STATEMENT NO. 2008- oi RELATED
TO COMMUNITY ORGANIZATIONS.
WHEREAS, on February 19, 2008 at a duly noticed public meeting of the City
Council, the City Council discussed a proposed policy related to Culver City Community
Organizations; and
WHEREAS, the proposed policy establishes objective criteria to assist in
determining (1) whether a Community Organization or Community Event is considered
"City Sponsored" for determination of rental rates at the Veterans Memorial Complex
and/or other purposes; and (2) which Community Organizations and/or Community Events
are eligible to place a banner on the City's banner poles; and
WHEREAS, the proposed policy further establishes a process for formalizing
a relationship between the City and a particular Community Organization through a
Memorandum of Understanding, or similar written agreement, to address the respective
duties and responsibilities of the City and the Community Organization, which formalized
relationship benefits the City, the Community Organization, the members of the Community
Organization and the community at large.
NOW, THEREFORE, the City Council of the City of Culver City, California,
DOES RESOLVE as follows:
1. The City Council hereby adopts City Council Policy Statement No.
2008- 01 , entitled "Community Organizations," which City Council Policy Statement is
attached hereto as Exhibit "A" to this resolution and incorporated herein by this reference.
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2. The City Manager is hereby authorized to format this policy statement in a
format consistent with other City Council Policy Statements and shall include the final
version of this City Council Policy Statement with other adopted City Council Policy
Statements.
3. The City Manager shall distribute this City Council Policy Statement to
interested parties, which include, but are not limited to Culver City Community
Organizations and City Staff.
4. City Council Policy. Statement No. 2008- 01 shall be effective on
the first day after the expiration of a specific Community Organization's existing rental
agreement with the City, or January 1, 2009, whichever date occurs first.
5. In the event there is a conflict between City Council Policy Statement
2008-oi and any other City policies, City Council Policy Statement No. 2008- 01
shall control.
6. The City Manager is hereby directed to prepare any proposed
amendments to City Council Policy Statements to resolve said conflicts, if any, and to
present those proposed amendments to the City Council as needed for consideration.
APPROVED and ADOPTED this 19 th day of February, 2008.
ALAN CORLIN, MAYOR
City of Culver City, California
ATTEST: APPROVED AS TO FORM:
,
CHRI OPH AR NTA, City Clerk ta1 CL A. City Attorney
l
30City Council Policy Statement No. 200840i _
Subject Matter: Community Organizations
Adopted by Resolution No. 2008-R an
PURPOSE
The purpose of this policy is to provide objective criteria for application in
determining the status of a Community Organization with respect to three areas:
• City Sponsorship
• Eligibility for use of the City's Banner Poles
• the Official Relationship between the City and the
Community Organization
This Policy shall apply to all Community Organizations that are provided financial
support by the City and/or the Redevelopment Agency. Additionally, this Policy
shall provide additional clarification when determining if a Community
Organization qualifies as "City Sponsored" for purposes of determining
applicability of rental rates at the Veterans Memorial Complex and other City
facilities and other purposes.
GENERAL DEFINITION OF CITY SPONSORED AND CIVIC EVENT OR
ACTIVITY
"Sponsored" means that the City and/or Redevelopment Agency is (a)
participating in an official capacity in the planning, preparation or promotion of the
Civic event or activity; and (b) contributing 25% of the total estimated costs of
the civic event or activity, or at least $1,000, whichever is less. This contribution
may take the form of funds, labor, staff time, materials, a waiver of fees, or any
combination of the foregoing. (this definition is taken from Culver City Municipal
Code Section 17.330.040.B.7.b.ii)
"Civic event or activity," means any event or activity organized or sponsored by
the City or Redevelopment Agency including, but not limited to, (a) any public
program or educational activity; and (b) the commemoration or celebration of any
historical date, event or person, holiday or persons or events of local, state or
national significance. ( this definition is taken from Culver City Municipal Code
Section 17.330.040.B.7.b.i)
COMMUNITY ORGNAIZATION CATEGORIES
Category /: Official City Committees
To be eligible for this category, the Community Organization must meet the
following criteria:
Page 1 of 5
Exhibit "A" to Resolution No. 2008-R 01.1(1) All members of the Community Organization are either appointed (a)
directly by the City Council or (b) by any City Council/Agency created
body upon direction of the City Council; OR
(2) The Community Organization's members are approved and/or
ratified by the City Council/Agency.
For clarification, the City Council, Redevelopment Agency, and City Staff (in
the conduct of Official City Business) are also included in Category 1.
Summary Table
City and/or
Agency
Sponsored?
Banner ? Lease/MOU
Needed?
Yes Yes No
Category 2: Cooperative Community Groups
This category includes Community Organizations that meet all of the following
criteria:
(1) Members are not appointed by the City Council or a City
Council created body
(2) The Community Organization works closely with the City
Council/Staff to organize civic events and/or activities
organized or sponsored by the City or Redevelopment Agency
(as those terms are defined in Section 17.330.040.B.7.b of the
Municipal Code — Attachment 2)
(3)
Directly receives or provides City or Agency funds (as
opposed to a waiver of fees) approved by the City Council;
(4) The Community Group is a legally recognizable group (for
example, a corporation, a 501(c)(3) organization, etc.)
(5)
The Community Group has negotiated and executed a
Memorandum of Understanding (MOU)* with the City.
Summary Table
City and/or
Agency
Sponsored?
Banner ? Lease/MOU
Needed?
No Maybe** Yes
*The terms Lease/MOU refer to any written agreement approved by both the
City/Agency and the Organization.
**Subject to the terms of the MOU and compliance with CCMC Section
17.330.040.
Page 2 of 5
Exhibit "A" to Resolution No. 2008-R 01 1Category 3: City Sponsored Events
This category is for events which are produced by City Organizations that are
not Official City Committees (Category 1) or Cooperative Community Groups
(Category 2). To be considered a City Sponsored Event, the event must:
(1) be a civic event or activity organized or sponsored by the City or
Redevelopment Agency (CCMC Section 17.330.040.B.7.a); and,
(2) To determine whether the civic event or activity is "sponsored"
by the City or Redevelopment Agency, the following criteria must be
met: The City and/or Redevelopment Agency is (a) participating in an
official capacity in the planning, preparation, or promotion of the
event or activity; and (b) contributes 25% of the total estimated cost of
the event or activity or at least $1,000, whichever is less. (Note: this
contribution may take the form if funds, labor, staff time, materials, a
waiver of fees, or any combination of the foregoing); and,
(3) By specific action, the City Council has determined that the
above criteria have been met
Summary Table
City and/or
Agency
Sponsored?
Banner ? Lease/MOU
Needed?
Yes Yes No*
Category 4: City Facility Lessees
These are Community Organizations which are parties to a lease agreement
with the City and/or the Redevelopment Agency. The lease agreement is
subject to the legal review and approval of the City Attorney's Office and
approval by the City Council.
The lease agreements embody the responsibilities of both the City/Agency
and the lessee (Community Organization). Additionally, leases can only be
executed between the City/Agency and a legally recognizable group.
Summary Table
City and/or
Agency
Sponsored?
Banner ? Lease/MOU
Needed?
No No Yes
Page 3 of 5
Exhibit "A" to Resolution No. 2008-R 011Category 5: Volunteer Organizations and Individuals
No specific privileges are granted to volunteer organizations or individuals, in
general. However, Volunteer Organizations may request the City Council
enter into a MOU or similar agreement which would require the City Council's
approval (so long as the Volunteer Organization is a Legally Recognized
Entity).
Summary Table
City and/or
Agency
Sponsored?
Banner ? Lease/MOU
Needed?
No No Maybe
Category 6: Other Organizations
This category captures those Community Organizations which do not qualify
for the other 5 categories. Community Organizations which petition the City
for benefits are required to enter into either a lease agreement (in which case
they would qualify for Category 4) or enter into an MOU with the City.
Additionally, the number of Organizations which qualify for Category 6 should
be small in number.
Summary Table
City and/or
Agency
Sponsored?
Banner ? Lease/MOU
Needed?
No No Maybe
LEGALLY RECOGNIZED STATUS
Community Organizations who wish to receive support from the City shall be
organized in a legally recognizable way. Following are several examples of a
legally recognized entity:
• Corporation
• Partnership (including limited partnership)
• Charitable Organization 501(c)(3) or equivalent
• Sole Proprietorship
The City Attorney's Office may determine other legally recognizable entities
which would be eligible to enter into agreements with the City.
Page 4 of 5
Exhibit "A" to Resolution No. 2008-R21FISCAL REPORTING
Because of the importance of carefully monitoring of the use of the public's
money, staff is directed to include in all MOUs with Community Organizations
a requirement to report at least semi-annually to the City Council on the
financial activities of the Organization. This provides the Organization with an
opportunity to inform the City Council of its activities over the last six-month
period and provides the City Council with an opportunity to ask questions of
the Organization.
IMPLEMENTATION DATE
This policy shall become effective: The first day after the expiration of a specific
Community Organization's existing rental agreement with the City, or January 1,
2009, whichever date occurs first.
Page 5 of 5
Exhibit "A" to Resolution No. 2008-R 01 1
2.