Bellflower City Council
August 24, 2026

12-A
TO: Honorable Mayor and Members of the City Council

ATTENTION: Ryan Smoot, City Manager

FROM: Jim Dellalonga, Director of Economic Development

SUBJECT: Consideration and possible action to conduct a public hearing to consider adopting Resolution No. 26-33 – A Resolution authorizing the City of Bellflower to join the Statewide Community Infrastructure Program (“SCIP”); authorizing the California Statewide Communities Development Authority to accept applications from property owners, conduct special assessment and Mello-Roos proceedings, levy assessments and special taxes, form assessment districts and community facilities districts, and issue bonds within the territory of the City of Bellflower; approving form of acquisition agreement for use when applicable; and authorizing related actions. [Continued from August 10, 2026]

DATE: August 24, 2026

EXECUTIVE SUMMARY

On April 13, 2026, the City Council authorized a development agreement with Bellflower 5 Inv, LLC (“Owner”) for the Flower Street Downtown Housing Project (“Project”). Owner requested the City participate in the Statewide Community Infrastructure Program (“SCIP”), sponsored by the California Statewide Communities Development Authority (“CSCDA”). The SCIP allows property owners to finance development-related fees by issuing bonds from CSCDA. All such public capital improvements, including those eligible for payment from development related fees, are authorized under the “Mello-Roos Community Facilities Act of 1982” at Government Code §§ 53311–53368.9.

RECOMMENDATION TO CITY COUNCIL

1) Open the public hearing; take documentary and testimonial evidence; and after considering the evidence, adopt Resolution No. 26-33; and

2) Alternatively, discuss and take other action related to this item.

FISCAL IMPACT

Adopting the Resolution would authorize CSCDA to issue bonds to finance development - related impact fees for potential residential development citywide.

Staff Report – Resolution No. 26-33
August 24, 2026

DISCUSSION

CSCDA is a joint powers authority sponsored by the League of California Cities and the California State Association of Counties. Over 500 cities, counties, and special districts throughout California are members of CSCDA. The SCIP was instituted by CSCDA in 2002 to allow owners of property in participating cities and counties to finance the development related fees. If an owner applies to participate in the SCIP, and the City approves the application, development-related impact fees may be financed by CSCDA bonds. An owner, in consultation with the City and the SCIP team, may request that CSCDA form a financing district. Upon such request, CSCDA will establish and administer the district and levy an assessment or special tax, as applicable, on the owner’s Property to repay the portion of the SCIP bonds allocable to the Project.

The benefits of the SCIP to the City include:

• Not liable for repayment of the bonds issued by CSCDA or for the assessments or special taxes, as applicable, imposed on the participating properties. • CSCDA handles all district formation, district administration, bond issuance and bond administration functions. A participating city, county or special district can provide tax-exempt financing to property owners through SCIP while committing virtually no staff time to administer the program.

For home buyers purchasing homes in the Project, paying the costs of public infrastructure through an assessment or special tax can be a better alternative than having these costs added to the mortgage balance. The tax bill will be higher, but the amount of mortgage is smaller, making it easier to qualify for a home purchase.

The draft Resolution authorizes the City’s participation in the SCIP. It also authorizes CSCDA to form assessment districts and community facilities districts within the City’s boundaries, conduct assessment and special tax proceedings and levy assessments and special taxes against the property of the Owner.

The Resolution further authorizes execution of a joint community facilities agreement to be executed into between CSCDA and the City.

ATTACHMENTS

Resolution No. 26-33…………………………………………..…………………...……….….3 Memorandum regarding the Resolution and Related Materials for joining the SCIP…....11

CITY OF BELLFLOWER

RESOLUTION NO. 26-33

A RESOLUTION AUTHORIZING THE CITY OF BELLFLOWER TO JOIN

THE STATEWIDE COMMUNITY INFRASTRUCTURE PROGRAM
("SCIP"); AUTHORIZING THE CALIFORNIA STATEWIDE

COMMUNITIES DEVELOPMENT AUTHORITY TO ACCEPT

APPLICATIONS FROM PROPERTY OWNERS, CONDUCT SPECIAL

ASSESSMENT AND MELLO-ROOS PROCEEDINGS, LEVY

ASSESSMENTS AND SPECIAL TAXES, FORM ASSESSMENT

DISTRICTS AND COMMUNITY FACILITIES DISTRICTS, AND ISSUE BONDS WITHIN THE TERRITORY OF THE CITY OF BELLFLOWER;

APPROVING THE FORM OF ACQUISITION AGREEMENT FOR USE
WHEN APPLICABLE; AND AUTHORIZING RELATED ACTIONS

THE CITY COUNCIL RESOLVES AS FOLLOWS:

SECTION 1: Purpose. This Resolution authorizes the City of Bellflower (the "City") to participate in the Statewide Community Infrastructure Program ("SCIP") established by the California Statewide Communities Development Authority (the "Authority") under its joint exercise of powers agreement dated June 1, 1988. Through SCIP, the Authority finances public capital improvements, development impact and related fees, and public services within the jurisdiction of its members. By this Resolution, the City joins SCIP and establishes the terms on which the Authority may accept applications from property owners, conduct special assessment and Mello-Roos proceedings, form assessment districts and community facilities districts, levy assessments and special taxes, and issue bonds within the City's territory to finance Improvements, Fees, and Services (as defined below).

SECTION 2: Authorized SCIP Financings. The City Council authorizes the City's participation in SCIP and authorizes the Authority to undertake the following financings within the City's territory, in each case in accordance with this Resolution and only if the affected Participating Developers voluntarily consent as required by law:

A. Special assessments levied under the Municipal Improvement Act of 1913 (Streets and Highways Code § 10000 et seq.) (the "1913 Act");

B. Improvement bonds issued under the Improvement Bond Act of 1915 (Streets and Highways Code § 8500 et seq.) (the "1915 Act"), secured by the unpaid special assessments;

C. Special taxes and special tax bonds levied and issued under the Mello-Roos Community Facilities Act of 1982 (Government Code § 53311 et seq.) (the "Mello-Roos Act"), secured by the special taxes;

D. The financing of public services under the Mello -Roos Act through the levy of special taxes; and

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Resolution No. 26-33

E. Revenue bonds issued under the Marks-Roos Local Bond Pooling Act of 1985 (Government Code § 6584, et seq.) (the "Marks-Roos Act") to purchase Local Obligations in a SCIP pooled issuance.

SECTION 3: Definitions. Unless the contrary is stated or clearly appears from the context, the following definitions govern the construction of the words and phrases used in this Resolution:

"Acquisition Agreement" means the form of acquisition agreement approved under Section 13, for use with any Improvements that a Participating Developer constructs and installs and for which the Participating Developer requests acquisition financing as part of its SCIP application.

"Acquisition and Construction Fund" has the meaning set forth in Section 9.

"Agency Fees" means the Fees paid or to be paid to the City.

"Agency Improvements" means the Improvements to be owned by the City.

"Agency Services" means the Services to be provided by the City.

"Assessment Districts" means assessment districts formed by the Authority under the 1913 Act.

"Authority" means the California Statewide Communities Development Authority ("CSCDA"), a joint-powers authority formed and operating under a joint exercise of powers agreement dated June 1, 1988 (the "Joint Powers Agreement"), entered into under the Joint Exercise of Powers Act (Government Code § 6500, et seq.) (the "JPA Law").

"Authorized Signatory" means the Mayor, Mayor Pro Tem, or City Manager.

"CFDs" means community facilities districts formed by the Authority under the Mello-Roos Act.

"Fee Act" means, collectively, the Mitigation Fee Act (Government Code § 66000, et seq.) and other law authorizing the levy of fees and charges on new development to pay for public capital improvements.

"Fees" means development impact fees, capacity fees, and other development - related charges eligible for funding under the Fee Act.

"Improvements" means certain public capital improvements constructed by or on behalf of property owners for acquisition by the City or another public agency, and improvements eligible for funding from the Fees.

"Indemnified Parties" has the meaning set forth in Section 11.

City of Bellflower
Resolution No. 26-33

"Joint Agreement" has the meaning set forth in Section 8.

"Local Obligations" means, collectively, the Improvement Bonds and the Special Tax Bonds. "Improvement Bonds" means improvement bonds issued under the 1915 Act, secured by the unpaid special assessments. "Special Tax Bonds" means special tax bonds issued under the Mello-Roos Act, secured by the special taxes.

"Manual" means the "SCIP Manual of Procedures" prepared and updated from time to time by the Authority.

"Participating Developers" means owners of property being developed within the City's jurisdiction who voluntarily elect to participate in SCIP and consent to the levy of the assessments or special taxes, as applicable.

"Program Participants" means the members of the Authority.

"Proposed Boundaries" means the City's official boundaries of record at the time of the applicable proceedings, or any portion of those boundaries.

"ROI" means a Resolution of Intention adopted by the Authority in connection with assessment or CFD proceedings, substantially in the form presented to the City Council and attached as Exhibit A.

"SCIP" means the Statewide Community Infrastructure Program established by the Authority.

"Services" means public services that may be financed under the Mello -Roos Act to meet increased demands placed on local agencies as a result of development.

"Third Party Local Agency" means a local agency, other than the City, that will own, use, or provide Improvements, Fees, or Services.

SECTION 4: Local Approval. This Resolution constitutes full "local approval," under Section 9 of the Joint Powers Agreement, for the Authority to issue bonds from time to time in accordance with this Resolution and to issue any refunding bonds for those bonds.

SECTION 5: Consent to Special Assessment Proceedings. The City consents to the Authority's conduct of special assessment proceedings for SCIP under the 1913 Act, and to the issuance of Local Obligations under the 1915 Act, on any property within the Proposed Boundaries, but only if:

A. The proceedings are conducted under one or more Resolutions of Intention substantially in the form of the ROI, and the territory within which assessments are levied for SCIP are conterminous with the City’s official boundaries of record at the time of adoption of such ROI, and reference is hereby made to such boundaries for the plat or map required to be included in this Resolution pursuant to Streets and Highways Code § 10104.

City of Bellflower
Resolution No. 26-33

B. The Participating Developers, who will own the property when the Assessment District is formed, sign a written consent to the levy of assessments for SCIP by the Authority and sign an assessment ballot in favor of the assessment, as required by Article XIIID, § 4 of the California Constitution.

SECTION 6: Consent to Mello-Roos Proceedings. The City consents to the Authority's conduct of proceedings under the Mello -Roos Act to form CFDs with boundaries coterminous with the Proposed Boundaries, to authorize a special tax, and to issue bonds for those CFDs, but only if the Participating Developers, who will own the property when the CFD is formed, sign a written consent to the levy of the special tax for SCIP by the Authority and sign a ballot in favor of forming the CFD under the Mello-Roos Act. The City approves the use of the local goals and policies the Authority adopted under Government Code § 53312.7 in forming CFDs.

SECTION 7: Facilities, Fees, and Services. CFDs the Authority forms may finance any or all of the facilities, fees, and services authorized under the Mello-Roos Act.

The City's appropriate officials and staff must cooperate with the Authority and its special tax consultant and other consultants to determine the facilities, fees, and services to be financed within each CFD and to calculate the appropriate special tax to fund the Services for each CFD, both at initial formation and at the annual levy. If Improvements, Fees, or Services are to be owned, used, or provided by a Third Party Local Agency, the Authority will separately identify them in its proceedings and will enter into a joint community facilities agreement with that Third Party Local Agency as required by the Mello-Roos Act.

Improvements and Fees will be funded through a CFD only if they are necessary to meet increased demands placed on the City by development occurring or expected within the proposed CFD, and Services will be funded through a CFD only if they are in addition to those provided in the CFD's territory before the CFD was created and do not supplant existing services. When each CFD is formed, the City must, if the Authority's procedures require, certify that these requirements are satisfied, in form and substance satisfactory to the Authority.

SECTION 8: Joint Community Facilities Agreement. This Resolution sets the terms of a "joint community facilities agreement" (as defined in Government Code § 53316.2) between the City and the Authority. The Authority's adoption of each ROI to form a CFD under the Mello-Roos Act to finance Agency Improvements, Agency Fees, or Agency Services constitutes the Authority's acceptance of these terms for that CFD. This Resolution and the Authority's ROI for each CFD together form a separate, independent joint community facilities agreement for each CFD the Authority forms (each, a "Joint Agreement"). The City Council finds and determines that this Resolution and each Joint Agreement benefit the City's residents and customers and are in the best interests of the City's residents and of the future residents of the area within the proposed CFDs.

SECTION 9: Acquisition and Construction Fund. Proceeds from the sale of Local Obligations, and CFD special tax proceeds available to finance the Improvements, must be deposited in one or more special funds for each development project (the "Acquisition and Construction Fund"), which the Authority must establish and maintain for

City of Bellflower
Resolution No. 26-33

as long as the proceeds remain. The Acquisition and Construction Fund will be available for Agency Improvements and Agency Fees and for the Improvements and Fees of each Third Party Local Agency. Subaccounts will be created as needed. The Authority must promptly give written notice (which may be delivered electronically) to the City of the amount of Local Obligation proceeds or special taxes made available to finance Improvements and Fees. After all related Local Obligations for a CFD are retired, the Authority must remit any remaining special tax revenues from that CFD to the City and the other local agencies in the proportions specified in the Authority's proceedings. The City must apply any special tax revenues it receives only for authorized Agency Improvements, Agency Fees, or Agency Services, as applicable, and for its own administrative costs, and only as permitted by the CFD proceedings and the Mello-Roos Act.

SECTION 10: City Responsibility for Agency Improvements. As to the Authority and each Third Party Local Agency, the City must fully administer, and take full governmental responsibility for, the construction or acquisition of the Agency Improvements and the administration and expenditure of the Agency Fees . This responsibility includes environmental review; approval of plans and specifications; bid requirements; performance and payment bond requirements; insurance requirements; contract and construction administration; staking; inspection; acquisition of necessary interests in real or personal property; the holding back and administration of retention payments; and punch-list administration. The Authority and each Third Party Local Agency will have no responsibility for these matters. The City reserves the right, as to each Participating Developer, to require the Participating Developer to contract with the City to assume any or all of this responsibility.

SECTION 11: Indemnification — Construction. The City must indemnify and hold harmless the Authority, its other members, and those members' officers, agents, and employees, and each Third Party Local Agency and its officers, agents, and employees (collectively, the "Indemnified Parties") from all claims, suits, and damages (including costs and reasonable attorney fees) arising out of the design, engineering, construction, and installation of the Agency Improvements and the improvements to be financed or acquired with the Agency Fees. The City may require each Participating Developer, to assume, by contract with the City, any or all of this responsibility.

SECTION 12: Ownership, Maintenance, and Indemnification. As to the Authority and each Third Party Local Agency, once the Agency Improvements are constructed according to the approved plans and specifications and the City and the Participating Developer have put in place their agreed arrangements for funding maintenance of the Agency Improvements, the City must accept ownership of the Agency Improvements, take maintenance responsibility for them, and indemnify and hold the Indemnified Parties harmless — to the extent provided in Section 11 — from all claims, suits, and damages of the kind described in Section 11 arising out of the use and maintenance of the Agency Improvements. The City reserves the right, as to the Participating Developer, to require the Participating Developer to assume, by contract with the City, any or all of this responsibility.

City of Bellflower
Resolution No. 26-33

SECTION 13: Acquisition Agreement. The City Council hereby approves the form of Acquisition Agreement presented to the City Council and authorizes any Authorized Signatory to execute an Acquisition Agreement substantially in such form, and as approved by the City Attorney. Any Authorized Signatory may individually execute the Acquisition Agreement and deliver it to the Participating Developer on the City's behalf, substantially in that form, with any changes the Authorized Signatory approves after consulting the City Attorney and the Authority's bond counsel. Execution and delivery conclusively evidence that approval.

SECTION 14: SCIP Applications. The City's appropriate officials and staff must make SCIP applications available to all property owners who are subject to Fees for new development within the City, who are conditioned to install Improvements, or whose plans for new development within the City require new or increased Services, and must inform those owners of their option to participate in SCIP . The Authority is responsible for providing the applications and related materials at its own expense. The City must designate appropriate staff to coordinate with the Authority and must provide the appropriate contact information to the Authority from time to time.

SECTION 15: Administration; Authorized Actions. The Authority will administer the Assessment Districts and CFDs, including employing and paying all consultants, annually levying the assessments and special tax, and handling all aspects of paying and administering the Local Obligations, and will comply with all state and federal requirements that apply to the proceedings, including the requirements of the Internal Revenue Code. The City must cooperate with the Authority regarding the requirements of the Internal Revenue Code and, to the extent the City's information is needed, to enable the Authority to meet its disclosure and continuing-disclosure obligations for the Local Obligations and any revenue bonds. The City will not participate, and will not be considered a participant, in the proceedings for the CFDs (except as a party to each Joint Agreement), and the City is not, and will not be considered, an issuer of the Local Obligations or any revenue bonds. The City's appropriate officials and staff must execute and deliver the certificates, requisitions, agreements, and related documents — including any documents bond counsel requires — reasonably required by the Authority under the Manual to implement SCIP and to evidence compliance with federal and state law for the Authority's issuance of the Local Obligations and any other SCIP bonds. Any Authorized Signatory or other appropriate City official may give or take all amendments, consents, approvals, notices, orders, requests, and other actions permitted or required by this Resolution, any Joint Agreement, or any related document that may be necessary or desirable in connection with forming any Assessment District or CFD, issuing Local Obligations, or administering proceeds of Local Obligations or special taxes, without further authorization from this City Council.

SECTION 16: SCIP Manual of Procedures. The Authority has prepared, and will update from time to time, the "SCIP Manual of Procedures" (the "Manual"). The City must handle bond proceeds and special tax collections for properties participating in SCIP in accordance with the Manual.

SECTION 17: Public Benefits. Under Government Code § 6586.5, notice was published at least five days before the adoption of this Resolution, and the City Council

City of Bellflower
Resolution No. 26-33

conducted a duly noticed public hearing concerning the significant public benefits of SCIP and the financing of the Improvements and the public capital improvements to be paid for with the proceeds of the Fees. The City Council finds and declares that the Authority's issuance of revenue bonds to purchase Local Obligations, and the issuance of bonds to refund those revenue bonds, in connection with SCIP will provide significant public benefits, including, without limitation, savings in effective interest rat e and in bond preparation, underwriting, and issuance costs, and the more efficient delivery of local agency services to residential and commercial development within the City.

SECTION 18: Amendments. The City and the Authority may amend the terms of this Resolution and each Joint Agreement embodied by it by a writing duly authorized, executed, and delivered by both. After the Authority issues the Local Obligations, no amendment that would be detrimental to the interests of the bondholders may be made without complying with all bondholder-consent provisions governing the amendment of the bond resolutions, bond indentures, or similar instruments for all outstanding Local Obligations.

SECTION 19: No Third-Party Beneficiaries. Except for the indemnifications extended to each Third Party Local Agency in each Joint Agreement, and the City's agreement to take responsibility for and ownership of the Agency Improvements, no person or entity — including a Participating Developer — is a third-party beneficiary of this Resolution. Nothing in this Resolution, express or implied, is intended to confer on any person or entity, other than the Authority and the City (and their respective successors and assigns), any rights, remedies, obligations, or liabilities under or because of this Resolution.

SECTION 20: Specific Authorizations. The City Council specifically authorizes the following:

A. The City's participation in SCIP.

B. Property owners to apply to participate in SCIP, and the City Manager, or designee, to approve an application after review, but only if the City Manager, or designee, determines that approval is appropriate.

C. The Authority to accept applications from property owners, conduct special assessment proceedings, levy assessments and special taxes, and form Assessment Districts and CFDs within the City's territory.

D. The Authority to issue bonds to finance the selected Parks and Recreation Development Impact Fees for the Flower Street Downtown Housing Project.

E. The City Manager, or a designee, to execute any documents in a form approved by the City Attorney required to join SCIP.

SECTION 21: Duration of Consents. The City Clerk must transmit a certified copy of this Resolution to the Secretary of the Authority. The consents and authorizations in this Resolution remain in force for any Assessment District and CFD formed until all

City of Bellflower
Resolution No. 26-33

Local Obligations have been retired and the authority to levy the special tax conferred by any CFD proceedings, and to levy the assessment conferred by any assessment proceedings, has ended or otherwise terminated.

SECTION 22: Severability. If any part of this Resolution or its application is deemed invalid by a court of competent jurisdiction, the City Council intends that the invalidity will not affect the effectiveness of the remaining provisions or applications, and to this end the provisions of this Resolution are severable.

SECTION 23: Electronic Signatures. This Resolution may be executed with electronic signatures in accordance with Government Code § 16.5. Such electronic signatures will be treated in all respects as having the same effect as an original signature.

SECTION 24: The Mayor, or presiding officer, is authorized to sign this Resolution signifying its adoption by the City Council of the City of Bellflower, and the City Clerk, or her duly appointed deputy, may attest thereto.

SECTION 25: This Resolution will become effective immediately upon adoption and will remain effective unless repealed or superseded.

PASSED, APPROVED, AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF BELLFLOWER ON THIS 24TH DAY OF AUGUST 2026.

________________________________
Sonny R. Santa Ines, Mayor
ATTEST:

_______________________________
Mayra Ochiqui, City Clerk

APPROVED AS TO FORM:

________________________________
Karl H. Berger, City Attorney

Exhibits: A – Form of Resolution of Intention to be adopted by CSCDA B – Form of Acquisition Agreement

A-1
4155-8093-8767.14

EXHIBIT A TO THE RESOLUTION

FORM OF RESOLUTION OF INTENTION

TO BE ADOPTED BY CSCDA
For Assessment Districts Only
RESOLUTION NO. __SCIP-

RESOLUTION OF INTENTION OF THE CALIFORNIA STATEWIDE

COMMUNITIES DEVELOPMENT AUTHORITY TO FINANCE CAPITAL

IMPROVEMENTS AND/OR THE PAYMENT OF DEVELOPMENT RELATED

FEES FOR PUBLIC CAPITAL IMPROVEMENTS IN THE PROPOSED

STATEWIDE COMMUNITY INFRASTRUCTURE PROGRAM ASSESSMENT
DISTRICT NO. ___ ([NAME OF PROJECT]) CITY OF BELLFLOWER, COUNTY OF [___], APPROVING A PROPOSED BOUNDARY MAP, MAKING

CERTAIN DECLARATIONS, FINDINGS AND DETERMINATIONS

CONCERNING RELATED MATTERS, AND AUTHORIZING RELATED

ACTIONS IN CONNECTION THEREWITH
WHEREAS, under the authority of the Municipal Improvement Act of 1913 (the “1913 Act”), being Division 12 (commencing with Sections 10000 and following) of the California Streets and Highways Code (the “Code”), the Commission (the “Commission”) of the California Statewide Communities Development Authority (the “Authority”) intends to finance, through its Statewide Community Infrastructure Program, the payment of certain development impact fees, capacity fees and/or other development related charges for public improvements (the “Improvement Fees”) and/or to finance certain public capital improvements to be constructed by or on behalf of the property owner(s) and to be acquired by the [City/County of __] or another local agency (the “Improvements”) as described in Exhibit A attached hereto and by this reference incorporated herein, all of which are of benefit to the property within the proposed Statewide Community Infrastructure Program Assessment District No. ___ ([name of project]) City of [__], County of [__] (the “Assessment District”); WHEREAS, the Commission finds that the land specially benefited by the Improvements and/or the Improvement Fees is shown within the boundaries of the map entitled “Proposed Boundaries of California Statewide Communities Development Authority Statewide Community Infrastructure Program Assessment District No. ___ ([name of project]) City of [__], County of [__],” a copy of which map is on file with the Secretary and presented to this Commission meeting, and determines that the land within the exterior boundaries shown on the map shall be designated “Statewide Community Infrastructure Program Assessment District No. ___ ([name of project]) City of [__], County of [__]”; WHEREAS, the City of Bellflower is a member of the Authority and has approved the adoption on its behalf of this Resolution of Intention and has consented to the levy of the assessments in the Assessment District;
NOW, THEREFORE, BE IT RESOLVED that the Commission of the California Statewide Communities Development Authority hereby finds, determines and resolves as follows:

Section 1. The above recitals are true and correct.

Section 2. Pursuant to Section 2961 of the Special Assessment Investigation, Limitation and Majority Protest Act of 1931 (the “1931 Act”), being Division 4 (commencing with Section 2800) of the

A-2
4155-8093-8767.14

Code, the Commission hereby declares its intent to comply with the requirements of the 1931 Act by complying with Part 7.5 thereof.

Section 3. The Commission has designated a registered, professional engineer as Engineer of Work for this project, and hereby directs said firm to prepare the report containing the matters required by Sections 2961(b) and 10204 of the Code, as supplemented by Section 4 of Article XIIID of the California Constitution.

Section 4. The proposed boundary map of the Assessment District is hereby approved and adopted. Pursuant to Section 3111 of the Code, the Secretary of the Authority is directed to file a copy of the map in the office of the County Recorder of the [County of __________] within fifteen (15) days of the adoption of this resolution.

Section 5. The Commission determines that the cost of financing the Improvements and/or the payment of the Improvement Fees shall be specially assessed against the lots, pieces or parcels of land within the Assessment District benefiting from the financing of the Imp rovements and/or the payment of the Improvement Fees. The Commission intends to levy a special assessment upon such lots, pieces or parcels in accordance with the special benefit to be received by each such lot, piece or parcel of land, respectively, from the financing of the Improvements and/or the payment of the Improvement Fees.

Section 6. The Commission intends, pursuant to subparagraph (f) of Section 10204 of the Code, to provide for an annual assessment upon each of the parcels of land in the proposed Assessment District to pay various costs and expenses incurred from time to time by the Authority and not otherwise reimbursed to the Authority which result from the administration and collection of assessment installments or from the administration or registration of the improvement bonds and the various funds and accounts pertaining thereto.

Section 7. Bonds representing unpaid assessments, and bearing interest at a rate not to exceed twelve percent (12%) per annum, will be issued in the manner provided by the Improvement Bond Act of 1915 (Division 10 of the Code), and the last installment of the bonds s hall mature not to exceed twenty- nine (29) years from the second day of September next succeeding twelve (12) months from their date.

Section 8. The procedure for the collection of assessments and advance retirement of bonds under the Improvement Bond Act of 1915 shall be as provided in Part 11.1 thereof.

Section 9. Neither the Authority nor any member agency thereof will obligate itself to advance available funds from its or their own funds or otherwise to cure any deficiency which may occur in the bond redemption fund. A determination not to obligate itself shall not prevent the Authority or any such member agency from, in its sole discretion, so advancing funds.

Section 10. The amount of any surplus remaining in the improvement fund after acquisition of the Improvements and/or payment of Improvement Fees and all other claims shall be distributed in accordance with the provisions of Section 10427.1 of the Code.

Section 11. To the extent any Improvement Fees are paid to the Authority in cash with respect to property within the proposed Assessment District prior to the date of issuance of the bonds, the amounts so paid shall be reimbursed from the proceeds of the bonds to the property owner or developer that made the payment.

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PASSED AND ADOPTED by the California Statewide Communities Development Authority this ___ day of ______, 20__.

I, the undersigned, an Authorized Signatory of the California Statewide Communities Development Authority, DO HEREBY CERTIFY that the foregoing resolution was duly adopted by the Commission of the Authority at a duly called meeting of the Commission of the Authority held in accordance with law on _____ __ , 20__.

By
Authorized Signatory
California Statewide Communities
Development Authority

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EXHIBIT A TO THE RESOLUTION OF INTENTION

DESCRIPTION OF WORK
The payment of development impact fees, capacity fees and/or other development related charges levied within the Assessment District and/or public capital improvements to be acquired and owned by the City of Bellflower or another local agency upon or for the benefit of parcels within the Assessment District, for the project known as [Project Name], which are authorized to be financed pursuant to the Municipal Improvement Act of 1913 and as to which the owners of the applicable parcels within the Assessment District have applied for participation in SCIP, as more particularly described below.

PAYMENT OF IMPACT FEES, CAPACITY FEES AND/OR OTHER DEVELOPMENT

RELATED CHARGES

CAPITAL IMPROVEMENTS*

*Capital improvements includes funding for incidental costs associated with the capital improvements, including but not limited to, contingency, design, engineering, and construction management [End of Form of Resolution of Intention]

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FORM OF ACQUISITION AGREEMENT
_____________________

CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY

STATEWIDE COMMUNITY INFRASTRUCTURE PROGRAM

ACQUISITION AGREEMENT

BY AND BETWEEN

CITY OF BELLFLOWER
AND
[DEVELOPER]

Dated as of _______, 20__

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ACQUISITION AGREEMENT
Recitals
A. The parties to this Acquisition Agreement (the “Agreement”) are the CITY OF BELLFLOWER, (the “Local Agency”), and [DEVELOPER], a [indicate type of legal entity] (the “Developer”).

B. The effective date of this Agreement is ________, 20__.

C. The Developer has applied for the financing of, among other things, certain public capital improvements to be owned by the Local Agency (collectively, the “Acquisition Improvements”) through the California Statewide Communities Development Authority (the “Authority”) and its Statewide Community Infrastructure Program (“SCIP”). [For CFDS:][The Acquisition Improvements are to be owned and operated by the Local Agency, and the financing is to be accomplished through a community facilities district which will be administered by the Authority under and pursuant to the Mello-Roos Community Facilities Act of 1982 – California Government Code Sections 53311 and following (the “Act”).

On [__________], 20[_], the Local Agency entered into a Joint Community Facilities Agreement authorizing the Authority to form a community facilities district (the “District”) within the territorial limits of the Local Agency to finance, among other things, the Acquisition Improvements. On [__________], 20[_], the Authority formed the District and, on the same date, a landowner election was conducted in which all of the votes were cast unanimously in favor of conferring the District authority on the Authority Commission.] [For Assessment Districts:][The Acquisition Improvements are to be owned and operated by the Local Agency, and the financing is to be accomplished through an assessment district (the “District”) which will be administered by the Authority under and pursuant to Municipal Improvement Act of 1913 (Streets and Highways Code Sections 10000 and following) (the “1913 Act”) and the issuance of improvement bonds (the “Local Obligations”) under the Improvement Bond Act of 1915 (Streets and Highways Code Sections 8500 and following) (the “1915 Act” and, together with the “1913 Act” the “Act”).] D. The administration, payment and reimbursement of the capital facilities fees is agreed to be governed by the provisions of the SCIP Manual of Procedures as it may be amended from time to time. The administration, payment and reimbursement of the Acquisition Improvements shall be as provided herein.

E. Under SCIP, the Authority intends to levy [assessments] [special taxes] and issue bonds, in one or more series, to fund, among other things, all or a portion of the costs of the Acquisition Improvements. The portion of the proceeds of the [special taxes and] bonds allocable to the cost of the Acquisition Improvements, together with interest earned thereon, is referred to herein as the “Available Amount”.

F. The Authority will provide financing for the acquisition by the Local Agency of the Acquisition Improvements and the payment of the Acquisition Price (as defined herein) of the Acquisition Improvements from the Available Amount. Attached hereto as Exhibit A is a description of the Acquisition Improvements, which includes authorized discrete and usable portions, if any, of the public capital improvements, [pursuant to Section 53313.51 of the Act,] to

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be acquired from the Developer.

G. The parties anticipate that, upon completion of the Acquisition Improvements and subject to the terms and conditions of this Agreement, the Local Agency will acquire such completed Acquisition Improvements with the Available Amount.

H. Any and all monetary obligations of the Local Agency arising out of this Agreement are the special and limited obligations of the Local Agency payable only from the Available Amount, and no other funds whatsoever of the Local Agency shall be obligated therefor.

I. Attached to this Agreement are Exhibit A (Acquisition Improvements and the Eligible Portions thereof) and Exhibit B (Form of Requisition), which are incorporated into this Agreement for all purposes.

In consideration of Recitals A through I, inclusive, and the mutual covenants, undertakings and obligations set forth below, the Local Agency and the Developer agree as stated below.

Agreement

ARTICLE I

DEFINITIONS; DISTRICT FORMATION AND

FINANCING PLAN
Section 1.01. Definitions. As used herein, the following capitalized terms shall have the meanings ascribed to them below:
“Acceptable Title” means free and clear of all monetary liens, encumbrances, assessments, whether any such item is recorded or unrecorded, and taxes, except those items which are reasonably determined by the Local Agency Engineer not to interfere with the intended use and therefore are not required to be cleared from the title. “Acquisition and Construction Fund” means the “City of Bellflower Acquisition and Construction Fund” established by the Authority pursuant to Section 1.03 hereof for the purpose of paying the Acquisition Price of the Acquisition Improvements and which fund may be held as a subaccount within a fund established under the Authority Trust Agreement and may be commingled with acquisition and construction fund monies available for other public capital improvements.
“Acquisition Improvement” shall have the meaning assigned to such term in the recitals and are further described in Exhibit A.
“Acquisition Price” means the total amount eligible to be paid to the Developer upon acquisition of an Acquisition Improvement as provided in Section 2.03 not to exceed the Actual Cost of the Acquisition Improvement.
“Act” has the meaning ascribed thereto in Recital C.

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“Actual Cost” means the total cost of an Acquisition Improvement, as documented by the Developer to the satisfaction of the Local Agency and as certified by the Local Agency Engineer in an Actual Cost Certificate including, without limitation, (a) the Developer’s cost of constructing such Acquisition Improvement including grading, labor, material and equipment costs, (b) the Developer’s cost of designing and engineering the Acquisition Improvement, preparing the plans and specifications and bid documents for such Acquisition Improvement, and the costs of inspection, materials testing and construction staking for such Acquisition Improvement, (c) the Developer’s cost of any performance, payment and maintenance bonds and insurance, including title insurance, required hereby for such Acquisition Improvement, (d) the Developer’s cost of any real property or interest therein that is either necessary for the construction of such Acquisition Improvement (e.g., temporary construction easements, haul roads, etc.), or is required to be conveyed with such Acquisition Improvement in order to convey Acceptable Title thereto to the Local Agency or its designee, (e) the Developer’s cost of environmental evaluation or mitigation required for such Acquisition Improvement, (f) the amount of any fees actually paid by the Developer to governmental agencies in order to obtain permits, licenses or other necessary governmental approvals and reviews for such Acquisition Improvement, (g) the Developer’s cost for construction and project management, administration and supervision services for such Acquisition Improvement, (h) the Developer’s cost for professional services related to such Acquisition Improvement, including engineering, accounting, legal, financial, appraisal and similar professional services, and (i) the costs of construction financing incurred by the Developer with respect to such Acquisition Improvement.
“Actual Cost Certificate” means a certificate prepared by the Developer detailing the Actual Cost of an Acquisition Improvement, or an Eligible Portion thereof, to be acquired hereunder, as may be revised by the Local Agency Engineer pursuant to Section 2.03. “Agreement” means this Acquisition Agreement, dated as of [_______________], 20[_]. “Authority” means the California Statewide Communities Development Authority. “Authority Trust Agreement” means a Trust Agreement entered into by the Authority and an Authority Trustee in connection with the issuance of bonds. “Authority Trustee” means the financial institution identified as trustee in an Authority Trust Agreement.
“Available Amount” shall have the meaning assigned to the term in Recital E. “Bonds” means bonds or other indebtedness issued by the Authority as tax-exempt or taxable bonds or other indebtedness, in one or more series, that is to be repaid by the District. “Code” means the Streets and Highways Code or the Government Code of the State of California, as applicable.
“Developer” means [Developer], its successors and assigns. “Disbursement Request Form” means a requisition for payment of funds from the Acquisition and Construction Fund for an Acquisition Improvement, or an Eligible Portion thereof

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in substantially the form contained in Exhibit B hereto. “District” shall have the meaning assigned to the term in Recital C. “Eligible Portion” shall have the meaning ascribed to it in Section 2.03 below. “Installment Payment” means an amount equal to ninety percent (90%) of the Actual Cost of an Eligible Portion.
“Local Agency” means the City of Bellflower.
“Local Agency Engineer” means the Engineer of the Local Agency or his/her designee who will be responsible for administering the acquisition of the Acquisition Improvements hereunder.
“Project” means the Developer’s development of the property in the District, including the design and construction of the Acquisition Improvements and the other public and private improvements to be constructed by the Developer within the District. [“Special Taxes” means annual special taxes, and prepayments thereof, authorized by the District to be levied by the Commission of the Authority.] “Title Documents” means, for each Acquisition Improvement acquired hereunder, a grant deed or similar instrument necessary to transfer title to any real property or interests therein (including easements), or an irrevocable offer of dedication of such real property with interests therein necessary to the operation, maintenance, rehabilitation and improvement by the Local Agency of the Acquisition Improvement (including, if necessary, easements for ingress and egress) and a bill of sale or similar instrument evidencing transfer of title to the Acquisition Improvement (other than said real property interests) to the Local Agency, where applicable.

Section 1.02. Participation in SCIP. The Local Agency has adopted a resolution authorizing the Authority to accept applications from time to time of developers within the Local Agency’s jurisdictional boundaries. Developer has applied for financing through SCIP of the Acquisition Improvements, and such application has been approved by the Local Agency. [For CFDs:][The terms of a joint community facilities agreement identifying the Acquisition Improvements and the terms and conditions for the District were embodied within the Local Agency Resolution and were accepted by the Authority with respect to the District.] Developer and Local Agency agree that until and unless such financing is completed by the Authority and the Available Amount is deposited in the Acquisition and Construction Fund (as defined in Section

1.03 below), neither the Developer nor the Local Agency shall have any obligations under this Agreement. Developer agrees to cooperate with the Local Agency and the Authority in the completion of SCIP financing for the Acquisition Improvements.

Section 1.03. Deposit and Use of Available Amount.
(a) Upon completion of the SCIP financing, the Available Amount will be deposited by the Authority in the Acquisition and Construction Fund.

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(b) The Authority will cause the Authority Trustee to establish and maintain an account (the “Acquisition and Construction Fund”) for the purpose of holding all funds for the Acquisition Improvements. All earnings on amounts in the Acquisition and Construction Fund shall remain in the Acquisition and Construction Fund for use as provided herein and pursuant to the Authority Trust Agreement. Money in the Acquisition and Construction Fund shall be available to respond to delivery of a Disbursement Request Form and to be paid to the Developer or its designee to pay the Acquisition Price of the Acquisition Improvements, as specified in Article II hereof. Upon completion of all of the Acquisition Improvements and the payment of all costs thereof, any remaining funds in the Acquisition and Construction Fund (less any amount determined by the Local Agency as necessary to reserve for claims against the account) (i) shall be applied to pay the costs of any additional Acquisition Improvements eligible for acquisition with respect to the Project as approved by the Authority and, to the extent not so used, (ii) shall be applied by the Authority [to call Bonds or to reduce Special Taxes as the Authority shall determine][as provided in Section 10427.1 of the Code to pay a portion of the assessments levied on the Project property in the District].

Section 1.04. No Local Agency Liability; Local Agency Discretion; No Effect on Other Agreements. In no event shall any actual or alleged act by the Local Agency or any actual or alleged omission or failure to act by the Local Agency with respect to SCIP subject the Local Agency to monetary liability therefor. Further, nothing in this Agreement shall be construed as affecting the Developer’s or the Local Agency’s duty to perform their respective obligations under any other agreements, public improvement standards, land use regulations or subdivision requirements related to the Project, which obligations are and shall remain independent of the Developer’s and the Local Agency’s rights and obligations under this Agreement.

ARTICLE II

DESIGN, CONSTRUCTION AND ACQUISITION OF ACQUISITION IMPROVEMENTS Section 2.01. Letting and Administering Design Contracts. The parties presently anticipate that the Developer has awarded and administered or will award and administer engineering design contracts for the Acquisition Improvements to be acquired from Developer.

All eligible expenditures of the Developer for design engineering and related costs in connection with the Acquisition Improvements (whether as an advance to the Local Agency or directly to the design consultant) shall be reimbursed at the time of acquisition of such Acquisition Improvements. The Developer shall be entitled to reimbursement for any design costs of the Acquisition Improvements only out of the Acquisition Price as provided in Section 2.03 and shall not be entitled to any payment for design costs independent of or prior to the acquisition o f Acquisition Improvements.

Section 2.02. Letting and Administration of Construction Contracts; Indemnification. State law requires that all Acquisition Improvements not completed prior to the formation of the District shall be constructed as if they were constructed under the direction and supervision, or under the authority, of the Local Agency. In order to assure compliance with those provisions, except for any contracts entered into prior to the date hereof, Developer agrees to comply with any applicable requirements of the Local Agency with respect to the bidding and contracting for the construction of the Acquisition Improvements. The Developer agrees that all

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the contracts shall call for payment of prevailing wages as required by the Labor Code of the State of California. The Developer’s indemnification obligation set forth in Section 3.01 of this Agreement shall also apply to any alleged failure to comply with the requirements of this Section, and/or applicable State laws regarding public contracting and prevailing wages.

Section 2.03. Sale of Acquisition Improvements. The Developer agrees to sell to the Local Agency each Acquisition Improvement to be constructed by Developer (including any rights-of-way or other easements necessary for the Acquisition Improvements, to the extent not already publicly owned), when the Acquisition Improvement has been constructed and is complete to the satisfaction of the Local Agency for an amount not to exceed the lesser of (i) the Available Amount or (ii) the Actual Cost of the Acquisition Improvement. Exhibit A, attached hereto and incorporated herein, contains a list of the Acquisition Improvements. Portions of an Acquisition Improvement eligible for Installment Payments prior to completion of the entire Acquisition Improvement are described as eligible, discrete and usable portions in Exhibit A (each, an “Eligible Portion”). At the time of completion of each Acquisition Improvement, or Eligible Portion thereof, the Developer shall deliver to the Local Agency Engineer a written request for acquisition, accompanied by an Actual Cost Certificate, and by executed Title Documents for the transfer of the Acquisition Improvement where necessary. In the event that the Local Agency Engineer finds that the supporting paperwork submitted by the Developer fails to demonstrate the required relationship between the subject Actual Cost and eligible work, the Local Agency Engineer shall advise the Developer that the determination of the Actual Cost (or the ineligible portion thereof) has been disallowed and shall request further documentation from the Developer. If the further documentation is still not adequate, the Local Agency Engineer may revise the Actual Cost Certificate to delete any disallowed items and the determination shall be final and conclusive.

Certain soft costs for the Acquisition Improvements, such as civil engineering, may have been incurred pursuant to single contracts that include work relating also to the private portions of the Project. In those instances, the total costs under such cont racts will be allocated to each Acquisition Improvement as approved by the Local Agency Engineer. Where a specific contract has been awarded for design or engineering work relating solely to an Acquisition Improvement, one hundred percent (100%) of the costs under the contract will be allocated to that Acquisition Improvement. Amounts allocated to an Acquisition Improvement will be further allocated among the Eligible Portions of that Acquisition Improvement, if any, in the same proportion as the amount to be reimbursed for hard costs for each Eligible Portion bears to the amount to be reimbursed for hard costs for the entire Acquisition Improvement. Costs will be allocated to each Acquisition Improvement as approved by the Local Agency Engineer. The costs of certain environmental mitigation required to mitigate impacts of the public and private portions of the Project will be allocated to each Acquisition Improvement as approved by the Local Agency Engineer.

In the event that the Actual Cost is in excess of the Available Amount, the Local Agency shall withdraw the Available Amount from the Acquisition and Construction Fund and transfer said amount to the Developer. In the event that the Actual Cost is less than the Available Amount, the Local Agency shall withdraw an amount from the Acquisition and Construction Fund equal to the Actual Cost, and shall transfer said amount to the Developer. Any amounts then remaining in the Acquisition and Construction Fund shall be applied as provided in Section 1.03.

In no event shall the Local Agency be required to pay the Developer more than the amount

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on deposit in the Acquisition and Construction Fund at the time such payment is requested.

Section 2.04. Conditions Precedent to Payment of Acquisition Price. Payment to the Developer or its designee of the Acquisition Price for an Acquisition Improvement from the Acquisition and Construction Fund shall in every case be conditioned first upon the determination of the Local Agency Engineer, pursuant to Section 2.03, that the Acquisition Improvement satisfies all Local Agency regulations and ordinances and is otherwise complete and ready for acceptance by the Local Agency, and shall be further conditioned upon satisfaction of the following additional conditions precedent:
(a) The Developer shall have provided the Local Agency with lien releases or other similar documentation satisfactory to the Local Agency Engineer as evidence that none of the property (including any rights-of-way or other easements necessary for the operation and maintenance of the Acquisition Improvement, to the extent not already publicly owned) comprising the Acquisition Improvement, and the property which is subject to the [assessments/Special Taxes] of the District, is not subject to any prospective mechanics lien claim respecting the Acquisition Improvements.
(b) All due and payable property taxes, and installments of [assessments/Special Taxes] shall be current on property owned by the Developer or under option to the Developer that is subject to the lien of the District. (c) The Developer shall certify that it is not in default with respect to any loan secured by any interest in the Project.
(d) The Developer shall have provided the Local Agency with Title Documents needed to provide the Local Agency with title to the site, right-of-way, or easement upon which the subject Acquisition Improvements are situated. All such Title Documents shall be in a form acceptable to the Local Agency (or applicable governmental agency) and shall convey Acceptable Title. The Developer shall provide a policy of title insurance as of the date of transfer in a form acceptable to the Local Agency Engineer insuring the Local Agency as to the interests acquired in connection with the acquisition of any interest for which such a policy of title insurance is not required by another agreement between the Local Agency and the Developer. Each title insurance policy required hereunder shall be in the amount equal to or greater than the Acquisition Price.

Section 2.05. SCIP Requisition. Upon a determination by the Local Agency Engineer to pay the Acquisition Price of the Acquisition Improvements pursuant to Section 2.04, the Local Agency Engineer shall cause a SCIP Requisition to be submitted to the Program Administrator. The Program Administrator will review the SCIP Requisition and forward it with instructions to the Authority Trustee and the Authority Trustee shall make payment directly to the Developer of such amount pursuant to the Authority Trust Agreement. The Local Agency and the Developer acknowledge and agree that the Authority Trustee shall make payment strictly in accordance with the SCIP Requisition and shall not be required to determine whether or not the Acquisition Improvements have been completed or what the Actual Costs may be with respect to such Acquisition Improvements. The Authority Trustee shall be entitled to rely on the SCIP Requisition on its face without any further duty of investigation.

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ARTICLE III

MISCELLANEOUS
Section 3.01. Indemnification and Hold Harmless. The Developer hereby assumes the defense of, and indemnifies and saves harmless the Local Agency, the Authority, and each of its respective officers, directors, employees and agents, from and against all actions, damages, claims, losses or expenses of every type and description to which they may be subjected or put, by reason of, or resulting from or alleged to have resulted from the acts or omissions of the Developer or its agents and employees in the performance of this Agreement, or arising out of any contract for the design, engineering and construction of the Acquisition Improvements or arising out of any alleged misstatements of fact or alleged omission of a material fact made by the Developer, its officers, directors, employees or agents to the Authority's underwriter, financial advisor, appraiser, district engineer or bond counsel or regarding the Developer, its proposed developments, its property ownership and its contractual arrangements contained in the official statement relating to the SCIP financing (provided that the Developer shall have been furnished a copy of such official statement and shall not have objected thereto); and provided, further, that nothing in this Section 3.01 shall limit in any manner the Local Agency’s rights against any of the Developer’s architects, engineers, contractors or other consultants. Except as set forth in this Section 3.01, no provision of this Agreement shall in any way limit the extent of the responsibility of the Developer for payment of damages resulting from the operations of the Developer, its agents and employees. Nothing in this Section 3.01 shall be understood or construed to mean that the Developer agrees to indemnify the Local Agency, the Authority or any of its respective officers, directors, employees or agents, for any negligent or wrongful acts or omissions to act of the Local Agency, Authority, its officers, employees, agents or any consultants or contractors.

Section 3.02. Audit. The Local Agency shall have the right, during normal business hours and upon the giving of ten days’ written notice to the Developer, to review all books and records of the Developer pertaining to costs and expenses incurred by the Developer (for which the Developer seeks reimbursement) in constructing the Acquisition Improvements.

Section 3.03. Cooperation. The Local Agency and the Developer agree to cooperate with respect to the completion of the SCIP financing for the Acquisition Improvements.

The Local Agency and the Developer agree to meet in good faith to resolve any differences on future matters which are not specifically covered by this Agreement.

Section 3.04. General Standard of Reasonableness. Any provision of this Agreement which requires the consent, approval or acceptance of either party hereto or any of their respective employees, officers or agents shall be deemed to require that such consent, approval or acceptance not be unreasonably withheld or delayed, unless such provision expressly incorporates a different standard. The foregoing provision shall not apply to provisions in the Agreement which provide for decisions to be in the sole discretion of the party making the decision.

Section 3.05. Third Party Beneficiaries. The Authority and its officers, employees, agents or any consultants or contractors are expressly deemed third party beneficiaries of this Agreement with respect to the provisions of Section 3.01. It is expressly agreed that, except for the Authority with respect to the provisions of Section 3.01, there are no third party

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beneficiaries of this Agreement, including without limitation any owners of bonds, any of the Local Agency’s or the Developer’s contractors for the Acquisition Improvements and any of the Local Agency’s, the Authority's or the Developer’s agents and employees.

Section 3.06. Conflict with Other Agreements. Nothing contained herein shall be construed as releasing the Developer or the Local Agency from any condition of development or requirement imposed by any other agreement between the Local Agency and the Developer, and, in the event of a conflicting provision, such other agreement shall prevail unless such conflicting provision is specifically waived or modified in writing by the Local Agency and the Developer.

Section 3.07. Notices. All invoices for payment, reports, other communication and notices relating to this Agreement shall be delivered (via mail or electronic mail) to:

If to the Local Agency:

City of Bellflower
[Address to come]
[Email to come]
If to the Developer:
[Developer]
[Address to come]
[Email to come]
Either party may change its address by giving notice in writing to the other party.

Section 3.08. Severability. If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible.

Section 3.09. Governing Law. This Agreement and any dispute arising hereunder shall be governed by and interpreted in accordance with the laws of the State of California.

Section 3.10. Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party’s right to insist and demand strict compliance by the other party with the terms of this Agreement.

Section 3.11. Singular and Plural; Gender. As used herein, the singular of any word includes the plural, and terms in the masculine gender shall include the feminine.

Section 3.12. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.

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Section 3.13. Successors and Assigns. This Agreement is binding upon the heirs, assigns and successors-in-interest of the parties hereto. The Developer may not assign its rights or obligations hereunder, except to successors-in-interest to the property within the District, without the prior written consent of the Local Agency.

Section 3.14. Remedies in General. It is acknowledged by the parties that the Local Agency would not have entered into this Agreement if it were to be liable in damages under or with respect to this Agreement or the application thereof, other than for the payment to the Developer of any (i) moneys owing to the Developer hereunder, or (ii) moneys paid by the Developer pursuant to the provisions hereof which are misappropriated or improperly obtained, withheld or applied by the Local Agency.

In general, each of the parties hereto may pursue any remedy at law or equity available for the Breach of any provision of this Agreement, except that the Local Agency shall not be liable in damages to the Developer, or to any assignee or transferee of the Developer other than for the payments to the Developer specified in the preceding paragraph. Subject to the foregoing, the Developer covenants not to sue for or claim any damages for any alleged Breach of, or dispute which arises out of, this Agreement.

[The remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year written above.

CITY OF BELLFLOWER
By:

Authorized Signatory

[DEVELOPER],
a [here indicate type of legal entity]
By:

Signature

Print Name

4155-8093-8767.14

Exhibit A to the Acquisition Agreement

ACQUISITION IMPROVEMENTS AND THE ELIGIBLE PORTIONS THEREOF

[To be completed based on Final Engineer’s Report/developer’s budget and cash flows]

Funding includes amounts for incidental costs associated with the capital improvements, including, but not limited to, contingency, design, engineering, and construction management.

ACQUISITION IMPROVEMENTS TOTAL AMOUNT*
[_] ............................................................................................................. $[_] [_] ............................................................................................................. $[_]

* Estimated. Acquisition Price will be determined based on Actual Cost as further described in this Acquisition Agreement.

4155-8093-8767.14

Exhibit B to the Acquisition Agreement

FORM OF REQUISITION
To: BLX Group LLC
SCIP Program Administrator
355 South Grand Avenue, Suite 2700
Los Angeles, California 90071
Attention: Vo Nguyen
Fax: 213-612-2499
Re: Statewide Community Infrastructure Program
The undersigned, a duly authorized representative of the CITY OF BELLFLOWER hereby requests a withdrawal from the [DEVELOPER] ACQUISITION AND CONSTRUCTION FUND, as follows:

Request Date: [Insert Date of Request]
Name of Developer: [Developer]
Withdrawal Amount: [Insert Acquisition Price]
Acquisition Improvements: [Insert Description of Acquisition Improvement(s) from Ex. A] Payment Instructions: [Insert Wire Instructions or Payment Address for Developer] The undersigned hereby certifies as follows:

1. The Withdrawal is being made in accordance with a permitted use of such monies pursuant to the Acquisition Agreement, and the Withdrawal is not being made for the purpose of reinvestment.

2. None of the items for which payment is requested have been reimbursed previously from other sources of funds.

3. If the Withdrawal Amount is greater than the funds held in the Acquisition and Construction Fund, the SCIP Program Administrator is authorized to amend the amount requested to be equal to the amount of such funds.

CITY OF BELLFLOWER
By:

Title:

MEMORANDUM
To: City of Bellflower
From: James Hamill, Managing Director, CSCDA
Date: June 2026
Re: Resolution and Related Materials for Joining the Statewide Community Infrastructure Program (“SCIP”)
It is our pleasure to enclose the following:
a. form of resolution by which the City of Bellflower (the “Agency”) becomes a participant in SCIP (the “Resolution”);
b. suggested language for a staff report to your City Council to accompany the Resolution; and
c. form of notice of public hearing for publication.

Please note the following respecting the above enclosures:

1. Suggested Staff Report. As indicated at the top of page one of this enclosure, it is provided only for your convenience and as an aid in preparing a staff report, assuming you follow such a practice. Feedback from other local agencies who have joined SCIP confirms that it is well-received as a useful tool, and it is provided to you in that spirit.

Please note that, as pointed out in this enclosure, consideration of the Resolution must take place at a noticed public hearing and cannot be included in a consent calendar.

2. Resolution. The Resolution authorizes CSCDA to form assessment districts and community facilities districts upon receipt of an application of a participating developer.

Exhibit A to the Resolution is itself a form of resolution of intention (ROI) to be adopted by the joint powers authority (CSCDA) in connection with any assessment districts formed within the jurisdiction of the Agency. It is attached for purely legal and informational purposes, and must be included as an exhibit to your resolution, but it is NOT for adoption by your City Council.

Following adoption of the Resolution, please have the attached Certification of Resolution completed by the City Clerk and a certified copy of the Resolution sent to SCIP, c/o Tricia Aguirre at Orrick 400 Capital Mall, Suite 3000, Sacramento, California 95814.

3. Notice of Public Hearing. Please note the directions in italics at the top of the enclosed form of notice of hearing, which confirm that the notice must be completed by filling in the blanks and bracketed inserts and further confirms that the notice is to be published one time at least five calendar days prior to the hearing. The Resolution cannot be adopted until the notice is duly published and a public hearing held.

Please retain and provide affidavit of publication together with the adopted Resolution to SCIP, c/o Tricia Aguirre at the above address.

4. Form of Acquisition Agreement. A form of Acquisition Agreement is provided for your convenience and should be made available to your City Council. If the Agency has a different preferred form, please feel free to provide to the SCIP team for review prior to adoption of the Resolution. The Resolution approves the Acquisition Agreement in said form. The Acquisition Agreement will be used in substantially said form when public capital facilities will be constructed by the participating developer and transferred to your Agency. The Resolution authorizes execution of the Acquisition Agreement by any Authorized Signatory. As above, please review the signing authority and confirm or provide the title or titles of the persons authorized to execute.

In conclusion, we appreciate the Agency’s interest in SCIP, and we look forward to working with you and other Agency staff to finance public capital improvements, development impact fees, capacity fees, other development related charges and public services for development projects in your Agency through SCIP. In the event you have any questions about the enclosures or the process, don’t hesitate to contact any of the program facilitators listed below.

Name Telephone E-Mail Address
James Hamill (925) 476-5644 [email protected]
Steffi Chan (415) 773-5466 [email protected]
Haley Ritter (949) 852-7797 [email protected]
Bob Williams (415) 445-8674 [email protected]
Luke Brewer (415) 770-3854 [email protected]

encl: Resolution
Form of Acquisition Agreement
Suggested Staff Report
Form of Notice of Public Hearing

Sample Staff Report
Resolution to Join SCIP
Note to Staff: The following is suggested language for use in a staff report to accompany the SCIP Resolution. Of course this is only a suggestion and you should feel free to edit as you see fit. This action requires a public hearing with notice published once in your regular official notice newspaper at least 5 days prior to the hearing. If you need assistance with this Notice, or if you would like CSCDA to review your staff report, final Resolution or agenda item, feel free to contact us and we will be happy to help.

Description: This item includes a brief staff presentation regarding the California Statewide Communities Development Authority (“CSCDA”) and participation in the Statewide Community Infrastructure Program (“SCIP”), which is sponsored by CSCDA, followed by City Council discussion, a public hearing to take public testimony on SCIP and bonds to be issued by CSCDA, and consideration of a resolution (the “Resolution”) making certain findings and authorizing certain matters necessary for the City of Bellflower (the “Agency”) to participate in SCIP.

Background: CSCDA is a joint powers authority sponsored by the League of California Cities and the California State Association of Counties. Over 500 cities, counties and special districts throughout California are members of CSCDA, including the Agency. SCIP was institut ed by CSCDA in 2002 to allow owners of property in participating cities and counties to finance the development related fees that would be payable by property owners upon receiving development entitlements or building permits through a pooled special assessment districts program and later expanded to include financing of public capital improvements constructed by developers and public services necessary to support development in the Agency, as provided for in the proposed SCIP Resolution. Since its inception SCIP has issued over $1 billion in land secured special assessment and CFD bonds for development projects in California.

If a property owner applies to participate in SCIP, and the Agency approves the application, the selected public capital improvements, facilities and/or development related fees owed to the Agency will be financed by the issuance of bonds by CSCDA. Property owners, in consultation with the Agency and the SCIP team, can opt to have CSCDA form either an assessment district or a community facilities district. CSCDA determines whether the project will be included in the SCIP pool program (where no one developer within the SCIP pool is responsible for the payment related to any other project) or, depending on the projected bond sizing and other factors, implemented as a stand-alone financing. In either case, CSCDA will form the appropriate district and impose an assessment or special tax, as applicable, on the owner’s property to repay the portion of the bonds issued to finance public capital improvements, facilities and/or development related fees.

With respect to the financing of development related fees, the property owner will either pay the development fees at the time of permit issuance and will be reimbursed from the SCIP bond proceeds when the SCIP bonds are issued, or the fees will be funded directly from the proceeds of the SCIP bonds. In both cases, the fees are subject to requisition by the Agency at any time to make authorized fee expenditures, and the Agency is never at risk for payment of its fees. If the property owner is required to construct improvements to be dedicated to the Agency, the proposed SCIP Resolution includes a form of acquisition agreement to be used when such improvements are funded with SCIP bond proceeds, which outlines how a developer will be reimbursed for improvements as they are certified complete by the Agency.

The benefits of SCIP to the property owner include:
• Only property owners who choose to participate in the program will have assessments or special taxes imposed on their property.

• Instead of paying cash for public capital improvements and/or development related fees, the property owner receives low-cost, long-term tax-exempt financing of those fees, freeing up capital for other purposes.
• The property owner can choose to pay off the assessments or special taxes at any time. • For home buyers, paying for the costs of public infrastructure through an assessment or special tax is superior to having those costs "rolled" into the cost of the home. Although the tax bill is higher, the amount of the mortgage is smaller, making it easier to qualify. Moreover, because the assessment/special tax financing is at tax-exempt rates, it typically comes at lower cost than mortgage rates.
• Owners of smaller projects, both residential and commercial, can have access to tax-exempt financing of infrastructure. Before the inception of SCIP, only projects large enough to justify the formation of an assessment or community facilities district had access to tax-exempt financing. SCIP can finance projects as low as $500,000, which would not be economical on a stand-alone basis.

The benefits of SCIP to the Agency include:
• As in conventional assessment district and CFD financing, the Agency is not liable to repay the bonds issued by CSCDA or the assessments or special taxes, as applicable, imposed on the participating properties.
• CSCDA handles all district formation, district administration, bond issuance and bond administration functions. A participating city, county or special district can provide tax-exempt financing to property owners through SCIP while committing virtually no staff time to administer the program. • Providing tax-exempt financing helps participating cities and counties cushion the impact of rising public capital improvements costs and development related fees on new development. Many developers rely on assessment district or CFD financing through SCIP in making the decision to purchase land, thereby improving the Agency’s competitive advantage in attracting new development. • The availability of financing will encourage developers to pull permits and pay fees in larger blocks, giving the participating city, county or special district immediate access to revenues for public infrastructure, rather than receiving a trickle of revenues stretched out over time. As part of the entitlement negotiation process, the possibility of tax-exempt financing of fees can be used to encourage a developer to pay fees up front.
• In some cases, the assessments or special taxes on successful projects can be refinanced through refunding bonds. Savings achieved through a refinancing may be directed to lower property taxes subject to applicable federal tax limitations.

The proposed SCIP Resolution authorizes CSCDA to accept applications from owners of property within the planning jurisdiction to apply for tax-exempt financing of public capital improvements and development related fees through SCIP. It also authorizes CSCDA to form assessment districts and community facilities districts within the Agency’s boundaries, conduct assessment and special tax proceedings and levy assessments and special taxes against the property of participating owners.

In addition to the funding of public capital improvements and development related fees, the proposed SCIP Resolution authorizes CSCDA to form community facilities districts within the Agency’s boundaries to levy special taxes to fund public services necessitated by new development projects, if approved by the

participating property owner. Similar to the funding of public capital improvements and development related fees, once an application is received by the participating property owner and approved by the Agency, CSCDA handles all district formation and district administration. CSCDA will coordina te with the Agency annually to prepare the budget for the levy, and will levy and collect the special taxes for disbursement to the Agency when collected.

The Resolution further embodies the terms of a joint community facilities agreement to be entered into between CSCDA and the Agency for each community facilities district, setting provisions for collection and application of the special tax for use when a community facilities district is formed and approves the form of an acquisition agreement to be entered into between the Agency and the participating property owner/developer to provide the procedure for disbursement of bond proceeds to pay for facilities constructed by the property owner/developer. It also authorizes miscellaneous related actions and makes certain findings and determinations required by law.

Recommended Action: After City Council discussion and questions, open the public hearing to order and invite any interested members of the public to provide testimony regarding SCIP and the proposed action.

Upon the close of the hearing, if the City Council wishes to join SCIP and become a participating member agency in this program, it should adopt the proposed Resolution. The Resolution requires only a simple majority vote. If the Resolution is approved, the City Clerk should forward a certified copy to SCIP, c/o Tricia Aguirre, Orrick, Herrington & Sutcliffe LLP, 400 Capitol Mall, Suite 3000, Sacramento, CA 95814.

FORM OF NOTICE OF PUBLIC HEARING
PUBLISH AT LEAST 5 DAYS PRIOR TO HEARING
[Instructions to Staff: a completed notice in this format (but with all blanks filled in and bracketed language deleted) must be published once in a newspaper of general circulation, at least 5 calendar days prior to the meeting date. CSCDA will require the newspaper’s affidavit confirming the date of its publication. If you need help completing the notice, please contact CSCDA.]

NOTICE OF PUBLIC HEARING
NOTICE IS HEREBY GIVEN that on _______, 20__, [Insert date of City Council meeting] a public hearing will be held so that the City of Bellflower (the “Agency”) may consider participating in the Statewide Community Infrastructure Program of the California Statewide Communities Development Authority. Participation in said program will enable property owners to finance public capital improvements and/or development related fees for public capital improvements imposed on new development. Said public capital improvements, if financed, will be among the public capital improvements required in connection with a given development project. Said development related fees, if financed, will be used by the Agency to pay for public capital improvements which will serve the Agency. All such public capital improvements, including those eligible for payment from development related fees, will be of a type and nature authorized under the “Mello-Roos Community Facilities Act of 1982,” being Chapter 2.5, Part 1, Division 2, Title 5 (beginning with Section 53311) of the Government Code of the State of California and/or of the type and nature authorized under the Municipal Improvement Act of 1913 (Streets and Highways Code Sections 10000 and following). Participation in said program does not itself authorize the Agency to impose additional public capital improvements or new or additional development related fees on any property owner.

The hearing will commence at ______ [insert time of hearing], or as soon thereafter as the matter can be heard, and will be held at __________ [insert street address and room number or name], Bellflower, California.

Interested persons wishing to express their views on the Agency’s participation in the SCIP program and the financing of public capital improvements and/or development related fees as described above will be given an opportunity to do so at the public hearing or may, prior to the time of the hearing, submit written comments to ______ [insert mailing address], Attention: _______ [insert title of person designated to receive written comments].

Dated: ________ [insert date of publication.]

CITY OF BELLFLOWER

[Name]
City Clerk

RESOLUTION NO. ________

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELLFLOWER AUTHORIZING

THE CITY OF BELLFLOWER TO JOIN THE STATEWIDE COMMUNITY
INFRASTRUCTURE PROGRAM; AUTHORIZING THE CALIFORNIA STATEWIDE

COMMUNITIES DEVELOPMENT AUTHORITY TO ACCEPT APPLICATIONS FROM

PROPERTY OWNERS, CONDUCT SPECIAL ASSESSMENT PROCEEDINGS AND LEVY

ASSESSMENTS AND SPECIAL TAXES AND TO FORM ASSESSMENT DISTRICTS AND

COMMUNITY FACILITIES DISTRICTS WITHIN THE TERRITORY OF THE CITY OF BELLFLOWER; EMBODYING THE TERMS OF A JOINT COMMUNITY FACILITIES

AGREEMENT SETTING FORTH THE PROVISIONS FOR COMMUNITY FACILITIES DISTRICT FINANCINGS; APPROVING FORM OF ACQUISITION AGREEMENT FOR USE WHEN APPLICABLE; AND AUTHORIZING RELATED ACTIONS
WHEREAS, the California Statewide Communities Development Authority (the “Authority”) is a joint exercise of powers authority, lawfully formed and operating within the State pursuant to an agreement (the “Joint Powers Agreement”) entered into as of June 1, 1988 under the authority of Title 1, Division 7, Chapter 5 (commencing with Section 6500) of the California Government Code (the “JPA Law”), the members of which include numerous cities, counties and local agencies in the State of California, including the City of Bellflower (the “Agency”); and
WHEREAS, the Joint Powers Agreement authorizes the Authority to undertake financing programs under any applicable provisions of State law to promote economic development, the stimulation of economic activity, and the increase of the tax base within the jurisdictional boundaries of its members (such members, the “Program Participants”); and WHEREAS, as one of the Programs under the Joint Powers Agreement, the Authority has established the Statewide Community Infrastructure Program (“SCIP”) to allow the financing of certain public capital improvements to be constructed by or on behalf of property owners for acquisition by the Agency or another public agency (the “Improvements”) and improvements eligible for funding from certain development impact fees, capacity fees and/or other development related charges (the “Fees”) levied in accordance with the Mitigation Fee Act (California Government Code Sections 66000 and following) and other authority providing for the levy of fees and charges on new development to pay for public capital improvements (collectively, the “Fee Act”) through the levy of special assessments pursuant to the Municipal Improvement Act of 1913 (Streets and Highways Code Sections 10000 and following) (the “1913 Act”) and the issuance of improvement bonds (the “Improvement Bonds”) under the Improvement Bond Act of 1915 (Streets and Highways Code Sections 8500 and following) (the “1915 Act”) upon the security of the unpaid special assessments; and
WHEREAS, the “Mello-Roos Community Facilities Act of 1982,” being Chapter 2.5, Part 1, Division 2, Title 5 (beginning with Section 53311) of the Government Code of the State (the “Mello-Roos Act”) is an applicable provision of State law available to, among other things, finance public improvements and public services (“Services”) necessary to meet increased demands placed upon local agencies as a result of development; and

WHEREAS, the Authority also uses SCIP to allow the financing of Fees and Improvements through the levy of special taxes and the issuance of special tax bonds (the “Special Tax Bonds” and, together with the Improvement Bonds, the “Local Obligations”) under the Mello-Roos Act upon the security of the special taxes and to allow the financing of Services through the levy of special taxes under the Mello Roos Act; and
WHEREAS, the Agency desires to allow the owners of property being developed within its jurisdiction (“Participating Developers”) to participate in SCIP and to allow the Authority to conduct proceedings and to form community facilities districts (“CFDs”) and to issue Local Obligations under the Mello-Roos Act, as well as to conduct assessment proceedings to form assessment districts (“Assessment Districts”) under the 1913 Act and to issue Local Obligations under the 1915 Act, to finance Fees levied on such properties and Improvements, provided that such Participating Developers voluntarily agree to participate and consent to the levy of the assessments or special taxes, as applicable; and
WHEREAS, the Agency desires to allow the Participating Developers to participate in SCIP and to allow the Authority to conduct proceedings and to form CFDs to levy special taxes to finance Services, provided that such Participating Developers voluntarily agree to participate and consent to the levy of such special taxes; and
WHEREAS, from time to time when eligible property owners within the jurisdiction of the Agency elect to be Participating Developers, the Authority will conduct proceedings under the 1913 Act and the Mello-Roos Act and issue Local Obligations under the 1915 Act and the Mello- Roos Act to finance Fees and Improvements and, at the conclusion of such proceedings, will levy assessments or special taxes, as applicable on such property within the territory of the Agency; and
WHEREAS, both the Authority and the Agency are “local agencies” under the Mello-Roos Act; and
WHEREAS, the Mello-Roos Act permits two or more local agencies to enter into a joint community facilities agreement to exercise any power authorized by the Mello-Roos Act; and WHEREAS, the Agency desires to enter into such joint community facilities agreements with the Authority from time to time to authorize the Authority to form CFDs from time to time within the territorial limits of the Agency to finance Fees, Improvements and Services necessitated by new development; and
WHEREAS, there has been presented to this meeting a proposed form of Resolution of Intention to be adopted by the Authority in connection with assessment proceedings (the “ROI”), a copy of which is attached hereto as Exhibit A, and the territory within which assessments may be levied for SCIP (provided that each Participating Developer consents to such assessment) shall be coterminous with the Agency’s official boundaries of record at the time of adoption of such ROI, and reference is hereby made to such boundaries for the plat or map required to be included in this resolution (this “Resolution”) pursuant to Section 10104 of the Streets and Highways Code; and

WHEREAS, there has also been presented to this meeting a proposed form of Acquisition Agreement (the “Acquisition Agreement”), a copy of which has been made available to the City Council and is on file with the City Clerk, to be approved as to form for use with respect to any Improvements to be constructed and installed by a Participating Developer and for which the Participating Developer requests acquisition financing as part of its SCIP application; and WHEREAS, the Agency will not be responsible for the conduct of any proceedings; the levy or collection of assessments or special taxes or any required remedial action in the case of delinquencies in such assessment or special tax payments; or the issuance, sale or administration of the Local Obligations or any other bonds issued in connection with SCIP; and WHEREAS, the Authority periodically issues Local Obligations on behalf of the local agency participants in SCIP to provide financing for the Fees and Improvements; and WHEREAS, where the Authority determines a project is eligible for a SCIP pooled issuance, the Authority issues revenue bonds pursuant to the Marks-Roos Local Bond Pooling Act of 1985, consisting of Article 4 (commencing with Section 6584) of Chapter 5, Division 7, Title 1 of the California Government Code (the “Marks-Roos Act”) concurrently with the issuance of Local Obligations, the proceeds of which are used to purchase the Local Obligations; and WHEREAS, pursuant to Government Code Section 6586.5, notice was published at least five days prior to the adoption of this Resolution at a public hearing, which was duly conducted by this City Council concerning the significant public benefits of SCIP and the financing of the Improvements and the public capital improvements to be paid for with the proceeds of the Fees; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Bellflower as follows:

Section 1. This Resolution shall constitute full “local approval,” under Section 9 of the Joint Powers Agreement, for the issuance of bonds by the Authority from time to time in accordance herewith and the issuance of any refunding bonds therefor.

Section 2. The Agency hereby consents to the conduct of special assessment proceedings by the Authority in connection with SCIP pursuant to the 1913 Act and the issuance of Local Obligations under the 1915 Act on any property within the Proposed Boundaries; provided, that:
(1) Such proceedings are conducted pursuant to one or more Resolutions of Intention in substantially the form of the ROI; and
(2) The Participating Developers, who shall be the legal owners of such property at the time of the formation of the Assessment District, execute a written consent to the levy of assessments in connection with SCIP by the Authority and execute an assessment ballot in favor of such assessment in compliance with the requirements of Section 4 of Article XIIID of the State Constitution.

Section 3. The Agency hereby consents to the conduct of proceedings by the Authority under the Mello Roos Act to form CFDs with boundaries that shall be coterminous with the

Agency’s official boundaries of record at the time of such proceedings or any portion thereof (the “Proposed Boundaries”), and to authorize a special tax and to issue bonds with respect thereto; provided that the Participating Developers, who shall be the legal owners of such property at the time of formation of the CFD, execute a written consent to the levy of special tax in connection with SCIP by the Authority and execute a ballot in favor of the formation of such CFD and the Mello-Roos Act. The Agency approves the use of the local goals and policies adopted by the Authority under Section 53312.7 of the Mello-Roos Act in connection with the formation of CFDs.

Section 4. CFDs formed by the Authority may finance any or all of the facilities, fees and services authorized under the Mello-Roos Act. The appropriate officials and staff of the Agency are hereby authorized and directed to cooperate with the Authority and the Authority’s special tax consultant and other consultants to determine facilities, fees and services to be financed within each CFD and to calculate the appropriate level of the special tax to fund the Services for each CFD in connection with initial formation and in connection with the annual levy. The facilities are referred to herein as the “Improvements,” and the Improvements to be owned by the Agency are referred to as the “Agency Improvements.” The Fees paid or to be paid to the Agency are referred to as the “Agency Fees”. The Services funded are referred to as “Services”, and Services to be provided by the Agency are referred to as the “Agency Services”. Improvements, Fees or Services to be owned, used or provided by another local agency (a “Third Party Local Agency”), the Authority will separately identify them in its proceedings and will enter into a joint community facilities agreement with such Third Party Local Agency as required by the Mello- Roos Act. The Agency acknowledges that Improvements and Fees will be funded through a CFD only if they are necessary to meet increased demands placed upon the Agency as a result of development occurring or expected to occur within the proposed CFD and Services will be funded through a CFD only if they are in addition to those provided in the territory of the CFD before the CFD was created and will not supplant existing services. In connection with the formation of each CFD, as may be required by the Authority’s procedures, the Agency shall certify that such requirements are satisfied in form and substance satisfactory to the Authority.

Section 5. This Resolution sets the terms of a “joint community facilities agreement” (as defined in Section 53316.2 of the Mello Roos Act) between the Agency and the Authority.

Adoption of each Resolution of Intention to form a CFD under the Mello-Roos Act to finance Agency Improvements, Agency Fees or Agency Services shall constitute acceptance of the terms hereof by the Authority with respect to such CFD. This Resolution and the Authority’s Resolution of Intention for the respective CFDs shall together embody a separate and independent joint community facilities agreement for each CFD formed by the Authority (the “Joint Agreement”).

The City Council hereby finds and determines that this resolution and each Joint Agreement are beneficial to the residents/customers of the Agency and are in the best interests of the residents of the Agency, and of the future residents of the area within the proposed CFDs.

Section 6. Proceeds from the sale of Local Obligations and CFD special tax proceeds available to finance the Improvements shall be deposited in one or more special funds for each development project (the “Acquisition and Construction Fund”), which the Authority shall establish and maintain for so long as such proceeds remain. The Acquisition and Construction Fund will be available both for Agency Improvements and Agency Fees and for the Improvements and Fees pertaining to each Third Party Local Agency. Subaccounts shall be created as necessary.

The Authority shall promptly provide notice in writing (which may be delivered by electronic

means) to the Agency as to the amount of Local Obligation proceeds or special taxes made available to finance Improvements and Fees. The Authority will remit any special tax revenues from any particular CFD remaining after the final retirement of all related Local Obligations to the Agency and to the other local agencies in the proportions specified in the Authority’s proceedings.

The Agency will apply any such special tax revenues it receives for authorized Agency Improvements, Agency Fees and/or Agency Services, as applicable, and its own administrative costs only as permitted by respective CFD proceedings and by the Mello-Roos Act.

Section 7. As respects the Authority and each Third Party Local Agency, the Agency agrees to fully administer, and to take full governmental responsibility for, the construction or acquisition of the Agency Improvements and for the administration and expenditure of the Agency Fees, as applicable, including but not limited to environmental review, approval of plans and specifications, bid requirements, performance and payment bond requirements, insurance requirements, contract and construction administration, staking, inspection, acquisition of necessary property interests in real or personal property, the holding back and administration of retention payments, punch list administration, and the Authority and each Third Party Local Agency shall have no responsibility in that regard. The Agency reserves the right, as respects each Participating Developer, to require the Participating Developer to contract with the Agency to assume any portion or all of this responsibility.

Section 8. The Agency agrees to indemnify and to hold the Authority, its other members, and its other members’ officers, agents and employees, and each Third Party Local Agency and their officers, agents and employees (collectively, the “Indemnified Parties”) harmless from any and all claims, suits and damages (including costs and reasonable attorneys’ fees) arising out of the design, engineering, construction and installation of the Agency Improvements and the improvements to be financed or acquired with the Agency Fees. The Agency reserves the right, as respects each Participating Developer, to require the Participating Developer to assume by contract with the Agency any portion or all of this responsibility.

Section 9. As respects the Authority and each Third Party Local Agency, the Agency agrees – once the Agency Improvements are constructed according to the approved plans and specifications, and the Agency and the Participating Developer have put in place their agreed arrangements for the funding of maintenance of the Agency Improvements – to accept ownership of the Agency Improvements, to take maintenance responsibility for the Agency Improvements, and to indemnify and hold harmless the Indemnified Parties to the extent provided in the preceding paragraph from any and all claims, etc., arising out of the use and maintenance of the Agency Improvements. The Agency reserves the right, as respects the Participating Developer, to require the Participating Developer by contract with the Agency to assume any portion or all of this responsibility.

Section 10. The form of the Acquisition Agreement presented to the City Council is hereby approved, and the Mayor, Mayor Pro Tem, Director of Finance, and City Manager, or any such officer’s designee (each, an “Authorized Signatory”) are each individually authorized to execute, and deliver to the Participating Developer, the Acquisition Agreement on behalf of the Agency in substantially that form, with such changes as shall be approved by the Authorized Signatory after consultation with the City Attorney and the Authority’s bond counsel, such approval to be conclusively evidenced by the execution and delivery thereof.

Section 11. The terms of this Resolution and each Joint Agreement embodied by this Resolution may be amended by a writing duly authorized, executed and delivered by the Agency and the Authority, except that no amendment may be made after the issuance of the Local Obligations by the Authority that would be detrimental to the interests of the bondholders without complying with all of the bondholder consent provisions for the amendment of the bond resolutions, bond indentures or like instruments governing the issuance, delivery and administration of all outstanding Local Obligations.

Section 12. Except to the extent of the indemnifications extended to each Third Party Local Agency in each Joint Agreement embodied by this Resolution, and the Agency’s agreement to take responsibility for and ownership of the Agency Improvements, no person or entity, including the Participating Developer, shall be deemed to be a third party beneficiary of this Resolution, and nothing in this Resolution (either express or implied) is intended to confer upon any person or entity other than the Authority and the Agency (and their respective successors and assigns) any rights, remedies, obligations or liabilities under or by reason of this Resolution.

Section 13. The Agency hereby finds and declares that the issuance of revenue bonds by the Authority to purchase Local Obligations, and the issuance of bonds to refund such revenue bonds, in connection with SCIP will provide significant public benefits, including without limitation, savings in effective interest rate, bond preparation, bond underwriting and bond issuance costs, and the more efficient delivery of local agency services to residential and commercial development within the Agency.

Section 14. The Authority has prepared and will update from time to time the “SCIP Manual of Procedures” (the “Manual”), and the Agency will handle bond proceeds and special tax collections for properties participating in SCIP in accordance with the procedures set forth in the Manual.

Section 15. The appropriate officials and staff of the Agency are hereby authorized and directed to make SCIP applications available to all property owners who are subject to Fees for new development within the Agency and/or who are conditioned to install Improvements and/or whose plans for new development within the Agency necessitate new or increased levels of Services and to inform such owners of their option to participate in SCIP; provided, that the Authority shall be responsible for providing such applications and related materials at its own expense. The Agency shall designate appropriate staff who shall be responsible for coordination with the Authority, and shall provide the appropriate contact information to the Authority from time to time.

Section 16. The Authority will administer the Assessment Districts and CFDs, including employing and paying all consultants, annually levying the assessments and special tax and all aspects of paying and administering the Local Obligations, and complying with all State and Federal requirements appertaining to the proceedings, including the requirements of the United States Internal Revenue Code. The Agency will cooperate fully with the Authority in respect of the requirements of the Internal Revenue Code and to the extent information is required of the Agency to enable the Authority to perform its disclosure and continuing disclosure obligations with respect to the Local Obligations and any revenue bonds, although the Agency will not participate in nor be considered to be a participant in the proceedings respecting the CFDs (other

than as a party to each Joint Agreement) nor will the Agency be or be considered to be an issuer of the Local Obligations nor any revenue bonds. The appropriate officials and staff of the Agency are hereby authorized and directed to execute and deliver such certificates, requisitions, agreements and related documents, including but not limited to such documents as may be required by bond counsel in connection with the participation in SCIP of any districts, authorities or other third-party entities entitled to own Improvements and/or to levy and collect Fees on new development to pay for public capital improvements within the jurisdiction of the Agency, as are reasonably required by the Authority in accordance with the Manual to implement SCIP and to evidence compliance with the requirements of federal and state law in connection with the issuance by the Authority of the Local Obligations and any other bonds for SCIP. Further, all amendments, consents, approvals, notices, orders, requests and other actions permitted or required by this Resolution, any Joint Agreement, or any document executed in connection with Local Obligations and revenue bonds issued by the Authority, which may be necessary or desirable in connection with the formation of any Assessment District or CFD, issuance of Local Obligations, or administration of proceeds of Local Obligations or special taxes may be given or taken by any Authorized Signatory or other appropriate official of the Agency without further authorization by this City Council.

Section 17. This Resolution shall take effect immediately upon its adoption. The City Clerk of the City of Bellflower is hereby authorized and directed to transmit a certified copy of this Resolution to the Secretary of the Authority. This Resolution shall remain in force with respect to any Assessment District and CFD formed until all Local Obligations have been retired and the authority to levy the special tax conferred by any CFD proceedings and to levy the assessment conferred by any assessment proceedings has ended or is otherwise terminated. * * *
PASSED AND ADOPTED this ____ day of ____________, 20__ by the following vote, to wit:

AYES: City Council Members

NOES: City Council Members

ABSENT: City Council Members

ABSTAIN: City Council Members

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4155-8093-8767.14

EXHIBIT A TO THE RESOLUTION

FORM OF RESOLUTION OF INTENTION

TO BE ADOPTED BY CSCDA
For Assessment Districts Only
RESOLUTION NO. __SCIP-

RESOLUTION OF INTENTION OF THE CALIFORNIA STATEWIDE

COMMUNITIES DEVELOPMENT AUTHORITY TO FINANCE CAPITAL

IMPROVEMENTS AND/OR THE PAYMENT OF DEVELOPMENT RELATED

FEES FOR PUBLIC CAPITAL IMPROVEMENTS IN THE PROPOSED

STATEWIDE COMMUNITY INFRASTRUCTURE PROGRAM ASSESSMENT
DISTRICT NO. ___ ([NAME OF PROJECT]) CITY OF BELLFLOWER, COUNTY OF [___], APPROVING A PROPOSED BOUNDARY MAP, MAKING

CERTAIN DECLARATIONS, FINDINGS AND DETERMINATIONS

CONCERNING RELATED MATTERS, AND AUTHORIZING RELATED

ACTIONS IN CONNECTION THEREWITH
WHEREAS, under the authority of the Municipal Improvement Act of 1913 (the “1913 Act”), being Division 12 (commencing with Sections 10000 and following) of the California Streets and Highways Code (the “Code”), the Commission (the “Commission”) of the California Statewide Communities Development Authority (the “Authority”) intends to finance, through its Statewide Community Infrastructure Program, the payment of certain development impact fees, capacity fees and/or other development related charges for public improvements (the “Improvement Fees”) and/or to finance certain public capital improvements to be constructed by or on behalf of the property owner(s) and to be acquired by the [City/County of __] or another local agency (the “Improvements”) as described in Exhibit A attached hereto and by this reference incorporated herein, all of which are of benefit to the property within the proposed Statewide Community Infrastructure Program Assessment District No. ___ ([name of project]) City of [__], County of [__] (the “Assessment District”); WHEREAS, the Commission finds that the land specially benefited by the Improvements and/or the Improvement Fees is shown within the boundaries of the map entitled “Proposed Boundaries of California Statewide Communities Development Authority Statewide Community Infrastructure Program Assessment District No. ___ ([name of project]) City of [__], County of [__],” a copy of which map is on file with the Secretary and presented to this Commission meeting, and determines that the land within the exterior boundaries shown on the map shall be designated “Statewide Community Infrastructure Program Assessment District No. ___ ([name of project]) City of [__], County of [__]”; WHEREAS, the City of Bellflower is a member of the Authority and has approved the adoption on its behalf of this Resolution of Intention and has consented to the levy of the assessments in the Assessment District;
NOW, THEREFORE, BE IT RESOLVED that the Commission of the California Statewide Communities Development Authority hereby finds, determines and resolves as follows:

Section 1. The above recitals are true and correct.

Section 2. Pursuant to Section 2961 of the Special Assessment Investigation, Limitation and Majority Protest Act of 1931 (the “1931 Act”), being Division 4 (commencing with Section 2800) of the

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4155-8093-8767.14

Code, the Commission hereby declares its intent to comply with the requirements of the 1931 Act by complying with Part 7.5 thereof.

Section 3. The Commission has designated a registered, professional engineer as Engineer of Work for this project, and hereby directs said firm to prepare the report containing the matters required by Sections 2961(b) and 10204 of the Code, as supplemented by Section 4 of Article XIIID of the California Constitution.

Section 4. The proposed boundary map of the Assessment District is hereby approved and adopted. Pursuant to Section 3111 of the Code, the Secretary of the Authority is directed to file a copy of the map in the office of the County Recorder of the [County of __________] within fifteen (15) days of the adoption of this resolution.

Section 5. The Commission determines that the cost of financing the Improvements and/or the payment of the Improvement Fees shall be specially assessed against the lots, pieces or parcels of land within the Assessment District benefiting from the financing of the Imp rovements and/or the payment of the Improvement Fees. The Commission intends to levy a special assessment upon such lots, pieces or parcels in accordance with the special benefit to be received by each such lot, piece or parcel of land, respectively, from the financing of the Improvements and/or the payment of the Improvement Fees.

Section 6. The Commission intends, pursuant to subparagraph (f) of Section 10204 of the Code, to provide for an annual assessment upon each of the parcels of land in the proposed Assessment District to pay various costs and expenses incurred from time to time by the Authority and not otherwise reimbursed to the Authority which result from the administration and collection of assessment installments or from the administration or registration of the improvement bonds and the various funds and accounts pertaining thereto.

Section 7. Bonds representing unpaid assessments, and bearing interest at a rate not to exceed twelve percent (12%) per annum, will be issued in the manner provided by the Improvement Bond Act of 1915 (Division 10 of the Code), and the last installment of the bonds s hall mature not to exceed twenty- nine (29) years from the second day of September next succeeding twelve (12) months from their date.

Section 8. The procedure for the collection of assessments and advance retirement of bonds under the Improvement Bond Act of 1915 shall be as provided in Part 11.1 thereof.

Section 9. Neither the Authority nor any member agency thereof will obligate itself to advance available funds from its or their own funds or otherwise to cure any deficiency which may occur in the bond redemption fund. A determination not to obligate itself shall not prevent the Authority or any such member agency from, in its sole discretion, so advancing funds.

Section 10. The amount of any surplus remaining in the improvement fund after acquisition of the Improvements and/or payment of Improvement Fees and all other claims shall be distributed in accordance with the provisions of Section 10427.1 of the Code.

Section 11. To the extent any Improvement Fees are paid to the Authority in cash with respect to property within the proposed Assessment District prior to the date of issuance of the bonds, the amounts so paid shall be reimbursed from the proceeds of the bonds to the property owner or developer that made the payment.

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PASSED AND ADOPTED by the California Statewide Communities Development Authority this ___ day of ______, 20__.

I, the undersigned, an Authorized Signatory of the California Statewide Communities Development Authority, DO HEREBY CERTIFY that the foregoing resolution was duly adopted by the Commission of the Authority at a duly called meeting of the Commission of the Authority held in accordance with law on _____ __ , 20__.

By
Authorized Signatory
California Statewide Communities
Development Authority

4155-8093-8767.14

EXHIBIT A TO THE RESOLUTION OF INTENTION

DESCRIPTION OF WORK
The payment of development impact fees, capacity fees and/or other development related charges levied within the Assessment District and/or public capital improvements to be acquired and owned by the City of Bellflower or another local agency upon or for the benefit of parcels within the Assessment District, for the project known as [Project Name], which are authorized to be financed pursuant to the Municipal Improvement Act of 1913 and as to which the owners of the applicable parcels within the Assessment District have applied for participation in SCIP, as more particularly described below.

PAYMENT OF IMPACT FEES, CAPACITY FEES AND/OR OTHER DEVELOPMENT

RELATED CHARGES

CAPITAL IMPROVEMENTS*

*Capital improvements includes funding for incidental costs associated with the capital improvements, including but not limited to, contingency, design, engineering, and construction management [End of Form of Resolution of Intention]

4155-8093-8767.14

CERTIFICATION OF RESOLUTION
I, the undersigned, the duly appointed and qualified City Clerk of the City of Bellflower, do hereby certify that the foregoing Resolution No. ___________ was duly adopted at a regular meeting of the City Council of the City of Bellflower duly and regularly held at the regular meeting place thereof on the 10th day of August, 2026, of which meeting all of the members of said City Council had due notice and at which a majority thereof were present.

An agenda of said meeting was posted at least 72 hours before said meeting at Bellflower City Hall, 16600 Civic Center Drive, Bellflower, CA 90706, a location freely accessible to members of the public, and a brief description of said resolution appeared on said agenda.

Notice of public hearing was published in Los Cerritos Community Newspaper at least 5 days prior to the hearing.

I have carefully compared the foregoing with the original minutes of said meeting on file and of record in my office, and the foregoing is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes.

Said resolution has not been amended, modified or rescinded since the date of its adoption and the same is now in full force and effect.

Dated: _______________, 20__
_________________________________
City Clerk of the City of Bellflower

By: ______________________________

Seal

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FORM OF ACQUISITION AGREEMENT
_____________________

CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY

STATEWIDE COMMUNITY INFRASTRUCTURE PROGRAM

ACQUISITION AGREEMENT

BY AND BETWEEN

CITY OF BELLFLOWER
AND
[DEVELOPER]

Dated as of _______, 20__

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ACQUISITION AGREEMENT
Recitals
A. The parties to this Acquisition Agreement (the “Agreement”) are the CITY OF BELLFLOWER, (the “Local Agency”), and [DEVELOPER], a [indicate type of legal entity] (the “Developer”).

B. The effective date of this Agreement is ________, 20__.

C. The Developer has applied for the financing of, among other things, certain public capital improvements to be owned by the Local Agency (collectively, the “Acquisition Improvements”) through the California Statewide Communities Development Authority (the “Authority”) and its Statewide Community Infrastructure Program (“SCIP”). [For CFDS:][The Acquisition Improvements are to be owned and operated by the Local Agency, and the financing is to be accomplished through a community facilities district which will be administered by the Authority under and pursuant to the Mello-Roos Community Facilities Act of 1982 – California Government Code Sections 53311 and following (the “Act”).

On [__________], 20[_], the Local Agency entered into a Joint Community Facilities Agreement authorizing the Authority to form a community facilities district (the “District”) within the territorial limits of the Local Agency to finance, among other things, the Acquisition Improvements. On [__________], 20[_], the Authority formed the District and, on the same date, a landowner election was conducted in which all of the votes were cast unanimously in favor of conferring the District authority on the Authority Commission.] [For Assessment Districts:][The Acquisition Improvements are to be owned and operated by the Local Agency, and the financing is to be accomplished through an assessment district (the “District”) which will be administered by the Authority under and pursuant to Municipal Improvement Act of 1913 (Streets and Highways Code Sections 10000 and following) (the “1913 Act”) and the issuance of improvement bonds (the “Local Obligations”) under the Improvement Bond Act of 1915 (Streets and Highways Code Sections 8500 and following) (the “1915 Act” and, together with the “1913 Act” the “Act”).] D. The administration, payment and reimbursement of the capital facilities fees is agreed to be governed by the provisions of the SCIP Manual of Procedures as it may be amended from time to time. The administration, payment and reimbursement of the Acquisition Improvements shall be as provided herein.

E. Under SCIP, the Authority intends to levy [assessments] [special taxes] and issue bonds, in one or more series, to fund, among other things, all or a portion of the costs of the Acquisition Improvements. The portion of the proceeds of the [special taxes and] bonds allocable to the cost of the Acquisition Improvements, together with interest earned thereon, is referred to herein as the “Available Amount”.

F. The Authority will provide financing for the acquisition by the Local Agency of the Acquisition Improvements and the payment of the Acquisition Price (as defined herein) of the Acquisition Improvements from the Available Amount. Attached hereto as Exhibit A is a description of the Acquisition Improvements, which includes authorized discrete and usable portions, if any, of the public capital improvements, [pursuant to Section 53313.51 of the Act,] to

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be acquired from the Developer.

G. The parties anticipate that, upon completion of the Acquisition Improvements and subject to the terms and conditions of this Agreement, the Local Agency will acquire such completed Acquisition Improvements with the Available Amount.

H. Any and all monetary obligations of the Local Agency arising out of this Agreement are the special and limited obligations of the Local Agency payable only from the Available Amount, and no other funds whatsoever of the Local Agency shall be obligated therefor.

I. Attached to this Agreement are Exhibit A (Acquisition Improvements and the Eligible Portions thereof) and Exhibit B (Form of Requisition), which are incorporated into this Agreement for all purposes.

In consideration of Recitals A through I, inclusive, and the mutual covenants, undertakings and obligations set forth below, the Local Agency and the Developer agree as stated below.

Agreement

ARTICLE I

DEFINITIONS; DISTRICT FORMATION AND

FINANCING PLAN
Section 1.01. Definitions. As used herein, the following capitalized terms shall have the meanings ascribed to them below:
“Acceptable Title” means free and clear of all monetary liens, encumbrances, assessments, whether any such item is recorded or unrecorded, and taxes, except those items which are reasonably determined by the Local Agency Engineer not to interfere with the intended use and therefore are not required to be cleared from the title. “Acquisition and Construction Fund” means the “City of Bellflower Acquisition and Construction Fund” established by the Authority pursuant to Section 1.03 hereof for the purpose of paying the Acquisition Price of the Acquisition Improvements and which fund may be held as a subaccount within a fund established under the Authority Trust Agreement and may be commingled with acquisition and construction fund monies available for other public capital improvements.
“Acquisition Improvement” shall have the meaning assigned to such term in the recitals and are further described in Exhibit A.
“Acquisition Price” means the total amount eligible to be paid to the Developer upon acquisition of an Acquisition Improvement as provided in Section 2.03 not to exceed the Actual Cost of the Acquisition Improvement.
“Act” has the meaning ascribed thereto in Recital C.

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“Actual Cost” means the total cost of an Acquisition Improvement, as documented by the Developer to the satisfaction of the Local Agency and as certified by the Local Agency Engineer in an Actual Cost Certificate including, without limitation, (a) the Developer’s cost of constructing such Acquisition Improvement including grading, labor, material and equipment costs, (b) the Developer’s cost of designing and engineering the Acquisition Improvement, preparing the plans and specifications and bid documents for such Acquisition Improvement, and the costs of inspection, materials testing and construction staking for such Acquisition Improvement, (c) the Developer’s cost of any performance, payment and maintenance bonds and insurance, including title insurance, required hereby for such Acquisition Improvement, (d) the Developer’s cost of any real property or interest therein that is either necessary for the construction of such Acquisition Improvement (e.g., temporary construction easements, haul roads, etc.), or is required to be conveyed with such Acquisition Improvement in order to convey Acceptable Title thereto to the Local Agency or its designee, (e) the Developer’s cost of environmental evaluation or mitigation required for such Acquisition Improvement, (f) the amount of any fees actually paid by the Developer to governmental agencies in order to obtain permits, licenses or other necessary governmental approvals and reviews for such Acquisition Improvement, (g) the Developer’s cost for construction and project management, administration and supervision services for such Acquisition Improvement, (h) the Developer’s cost for professional services related to such Acquisition Improvement, including engineering, accounting, legal, financial, appraisal and similar professional services, and (i) the costs of construction financing incurred by the Developer with respect to such Acquisition Improvement.
“Actual Cost Certificate” means a certificate prepared by the Developer detailing the Actual Cost of an Acquisition Improvement, or an Eligible Portion thereof, to be acquired hereunder, as may be revised by the Local Agency Engineer pursuant to Section 2.03. “Agreement” means this Acquisition Agreement, dated as of [_______________], 20[_]. “Authority” means the California Statewide Communities Development Authority. “Authority Trust Agreement” means a Trust Agreement entered into by the Authority and an Authority Trustee in connection with the issuance of bonds. “Authority Trustee” means the financial institution identified as trustee in an Authority Trust Agreement.
“Available Amount” shall have the meaning assigned to the term in Recital E. “Bonds” means bonds or other indebtedness issued by the Authority as tax-exempt or taxable bonds or other indebtedness, in one or more series, that is to be repaid by the District. “Code” means the Streets and Highways Code or the Government Code of the State of California, as applicable.
“Developer” means [Developer], its successors and assigns. “Disbursement Request Form” means a requisition for payment of funds from the Acquisition and Construction Fund for an Acquisition Improvement, or an Eligible Portion thereof

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in substantially the form contained in Exhibit B hereto. “District” shall have the meaning assigned to the term in Recital C. “Eligible Portion” shall have the meaning ascribed to it in Section 2.03 below. “Installment Payment” means an amount equal to ninety percent (90%) of the Actual Cost of an Eligible Portion.
“Local Agency” means the City of Bellflower.
“Local Agency Engineer” means the Engineer of the Local Agency or his/her designee who will be responsible for administering the acquisition of the Acquisition Improvements hereunder.
“Project” means the Developer’s development of the property in the District, including the design and construction of the Acquisition Improvements and the other public and private improvements to be constructed by the Developer within the District. [“Special Taxes” means annual special taxes, and prepayments thereof, authorized by the District to be levied by the Commission of the Authority.] “Title Documents” means, for each Acquisition Improvement acquired hereunder, a grant deed or similar instrument necessary to transfer title to any real property or interests therein (including easements), or an irrevocable offer of dedication of such real property with interests therein necessary to the operation, maintenance, rehabilitation and improvement by the Local Agency of the Acquisition Improvement (including, if necessary, easements for ingress and egress) and a bill of sale or similar instrument evidencing transfer of title to the Acquisition Improvement (other than said real property interests) to the Local Agency, where applicable.

Section 1.02. Participation in SCIP. The Local Agency has adopted a resolution authorizing the Authority to accept applications from time to time of developers within the Local Agency’s jurisdictional boundaries. Developer has applied for financing through SCIP of the Acquisition Improvements, and such application has been approved by the Local Agency. [For CFDs:][The terms of a joint community facilities agreement identifying the Acquisition Improvements and the terms and conditions for the District were embodied within the Local Agency Resolution and were accepted by the Authority with respect to the District.] Developer and Local Agency agree that until and unless such financing is completed by the Authority and the Available Amount is deposited in the Acquisition and Construction Fund (as defined in Section

1.03 below), neither the Developer nor the Local Agency shall have any obligations under this Agreement. Developer agrees to cooperate with the Local Agency and the Authority in the completion of SCIP financing for the Acquisition Improvements.

Section 1.03. Deposit and Use of Available Amount.
(a) Upon completion of the SCIP financing, the Available Amount will be deposited by the Authority in the Acquisition and Construction Fund.

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(b) The Authority will cause the Authority Trustee to establish and maintain an account (the “Acquisition and Construction Fund”) for the purpose of holding all funds for the Acquisition Improvements. All earnings on amounts in the Acquisition and Construction Fund shall remain in the Acquisition and Construction Fund for use as provided herein and pursuant to the Authority Trust Agreement. Money in the Acquisition and Construction Fund shall be available to respond to delivery of a Disbursement Request Form and to be paid to the Developer or its designee to pay the Acquisition Price of the Acquisition Improvements, as specified in Article II hereof. Upon completion of all of the Acquisition Improvements and the payment of all costs thereof, any remaining funds in the Acquisition and Construction Fund (less any amount determined by the Local Agency as necessary to reserve for claims against the account) (i ) shall be applied to pay the costs of any additional Acquisition Improvements eligible for acquisition with respect to the Project as approved by the Authority and, to the extent not so used, (ii) shall be applied by the Authority [to call Bonds or to reduce Special Taxes as the Authority shall determine][as provided in Section 10427.1 of the Code to pay a portion of the assessments levied on the Project property in the District].

Section 1.04. No Local Agency Liability; Local Agency Discretion; No Effect on Other Agreements. In no event shall any actual or alleged act by the Local Agency or any actual or alleged omission or failure to act by the Local Agency with respect to SCIP subject the Local Agency to monetary liability therefor. Further, nothing in this Agreement shall be construed as affecting the Developer’s or the Local Agency’s duty to perform their respective obligations under any other agreements, public improvement standards, land use regulations or subdivision requirements related to the Project, which obligations are and shall remain independent of the Developer’s and the Local Agency’s rights and obligations under this Agreement.

ARTICLE II

DESIGN, CONSTRUCTION AND ACQUISITION OF ACQUISITION IMPROVEMENTS Section 2.01. Letting and Administering Design Contracts. The parties presently anticipate that the Developer has awarded and administered or will award and administer engineering design contracts for the Acquisition Improvements to be acquired from Developer.

All eligible expenditures of the Developer for design engineering and related costs in connection with the Acquisition Improvements (whether as an advance to the Local Agency or directly to the design consultant) shall be reimbursed at the time of acquisition of such Acquisition Improvements. The Developer shall be entitled to reimbursement for any design costs of the Acquisition Improvements only out of the Acquisition Price as provided in Section 2.03 and shall not be entitled to any payment for design costs independent of or prior to the acquisition o f Acquisition Improvements.

Section 2.02. Letting and Administration of Construction Contracts; Indemnification. State law requires that all Acquisition Improvements not completed prior to the formation of the District shall be constructed as if they were constructed under the direction and supervision, or under the authority, of the Local Agency. In order to assure compliance with those provisions, except for any contracts entered into prior to the date hereof, Developer agrees to comply with any applicable requirements of the Local Agency with respect to the bidding and contracting for the construction of the Acquisition Improvements. The Developer agrees that all

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the contracts shall call for payment of prevailing wages as required by the Labor Code of the State of California. The Developer’s indemnification obligation set forth in Section 3.01 of this Agreement shall also apply to any alleged failure to comply with the requirements of this Section, and/or applicable State laws regarding public contracting and prevailing wages.

Section 2.03. Sale of Acquisition Improvements. The Developer agrees to sell to the Local Agency each Acquisition Improvement to be constructed by Developer (including any rights-of-way or other easements necessary for the Acquisition Improvements, to the extent not already publicly owned), when the Acquisition Improvement has been constructed and is complete to the satisfaction of the Local Agency for an amount not to exceed the lesser of (i) the Available Amount or (ii) the Actual Cost of the Acquisition Improvement. Exhibit A, attached hereto and incorporated herein, contains a list of the Acquisition Improvements. Portions of an Acquisition Improvement eligible for Installment Payments prior to completion of the entire Acquisition Improvement are described as eligible, discrete and usable portions in Exhibit A (each, an “Eligible Portion”). At the time of completion of each Acquisition Improvement, or Eligible Portion thereof, the Developer shall deliver to the Local Agency Engineer a written request for acquisition, accompanied by an Actual Cost Certificate, and by executed Title Documents for the transfer of the Acquisition Improvement where necessary. In the event that the Local Agency Engineer finds that the supporting paperwork submitted by the Developer fails to demonstrate the required relationship between the subject Actual Cost and eligible work, the Local Agency Engineer shall advise the Developer that the determination of the Actual Cost (or the ineligible portion thereof) has been disallowed and shall request further documentation from the Developer. If the further documentation is still not adequate, the Local Agency Engineer may revise the Actual Cost Certificate to delete any disallowed items and the determination shall be final and conclusive.

Certain soft costs for the Acquisition Improvements, such as civil engineering, may have been incurred pursuant to single contracts that include work relating also to the private portions of the Project. In those instances, the total costs under such cont racts will be allocated to each Acquisition Improvement as approved by the Local Agency Engineer. Where a specific contract has been awarded for design or engineering work relating solely to an Acquisition Improvement, one hundred percent (100%) of the costs under the contract will be allocated to that Acquisition Improvement. Amounts allocated to an Acquisition Improvement will be further allocated among the Eligible Portions of that Acquisition Improvement, if any, in the same proportion as the amount to be reimbursed for hard costs for each Eligible Portion bears to the amount to be reimbursed for hard costs for the entire Acquisition Improvement. Costs will be allocated to each Acquisition Improvement as approved by the Local Agency Engineer. The costs of certain environmental mitigation required to mitigate impacts of the public and private portions of the Project will be allocated to each Acquisition Improvement as approved by the Local Agency Engineer.

In the event that the Actual Cost is in excess of the Available Amount, the Local Agency shall withdraw the Available Amount from the Acquisition and Construction Fund and transfer said amount to the Developer. In the event that the Actual Cost is less than the Available Amount, the Local Agency shall withdraw an amount from the Acquisition and Construction Fund equal to the Actual Cost, and shall transfer said amount to the Developer. Any amounts then remaining in the Acquisition and Construction Fund shall be applied as provided in Section 1.03.

In no event shall the Local Agency be required to pay the Developer more than the amount

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on deposit in the Acquisition and Construction Fund at the time such payment is requested.

Section 2.04. Conditions Precedent to Payment of Acquisition Price. Payment to the Developer or its designee of the Acquisition Price for an Acquisition Improvement from the Acquisition and Construction Fund shall in every case be conditioned first upon the determination of the Local Agency Engineer, pursuant to Section 2.03, that the Acquisition Improvement satisfies all Local Agency regulations and ordinances and is otherwise complete and ready for acceptance by the Local Agency, and shall be further conditioned upon satisfaction of the following additional conditions precedent:
(a) The Developer shall have provided the Local Agency with lien releases or other similar documentation satisfactory to the Local Agency Engineer as evidence that none of the property (including any rights-of-way or other easements necessary for the operation and maintenance of the Acquisition Improvement, to the extent not already publicly owned) comprising the Acquisition Improvement, and the property which is subject to the [assessments/Special Taxes] of the District, is not subject to any prospective mechanics lien claim respecting the Acquisition Improvements.
(b) All due and payable property taxes, and installments of [assessments/Special Taxes] shall be current on property owned by the Developer or under option to the Developer that is subject to the lien of the District. (c) The Developer shall certify that it is not in default with respect to any loan secured by any interest in the Project.
(d) The Developer shall have provided the Local Agency with Title Documents needed to provide the Local Agency with title to the site, right-of-way, or easement upon which the subject Acquisition Improvements are situated. All such Title Documents shall be in a form acceptable to the Local Agency (or applicable governmental agency) and shall convey Acceptable Title. The Developer shall provide a policy of title insurance as of the date of transfer in a form acceptable to the Local Agency Engineer insuring the Local Agency as to the interests acquired in connection with the acquisition of any interest for which such a policy of title insurance is not required by another agreement between the Local Agency and the Developer. Each title insurance policy required hereunder shall be in the amount equal to or greater than the Acquisition Price.

Section 2.05. SCIP Requisition. Upon a determination by the Local Agency Engineer to pay the Acquisition Price of the Acquisition Improvements pursuant to Section 2.04, the Local Agency Engineer shall cause a SCIP Requisition to be submitted to the Program Administrator. The Program Administrator will review the SCIP Requisition and forward it with instructions to the Authority Trustee and the Authority Trustee shall make payment directly to the Developer of such amount pursuant to the Authority Trust Agreement. The Local Agency and the Developer acknowledge and agree that the Authority Trustee shall make payment strictly in accordance with the SCIP Requisition and shall not be required to determine whether or not the Acquisition Improvements have been completed or what the Actual Costs may be with respect to such Acquisition Improvements. The Authority Trustee shall be entitled to rely on the SCIP Requisition on its face without any further duty of investigation.

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ARTICLE III

MISCELLANEOUS
Section 3.01. Indemnification and Hold Harmless. The Developer hereby assumes the defense of, and indemnifies and saves harmless the Local Agency, the Authority, and each of its respective officers, directors, employees and agents, from and against all actions, damages, claims, losses or expenses of every type and description to which they may be subjected or put, by reason of, or resulting from or alleged to have resulted from the acts or omissions of the Developer or its agents and employees in the performance of this Agreement, or arising out of any contract for the design, engineering and construction of the Acquisition Improvements or arising out of any alleged misstatements of fact or alleged omission of a material fact made by the Developer, its officers, directors, employees or agents to the Authority's underwriter, financial advisor, appraiser, district engineer or bond counsel or regarding the Developer, its proposed developments, its property ownership and its contractual arrangements contained in the official statement relating to the SCIP financing (provided that the Developer shall have been furnished a copy of such official statement and shall not have objected thereto); and provided, further, that nothing in this Section 3.01 shall limit in any manner the Local Agency’s rights against any of the Developer’s architects, engineers, contractors or other consultants. Except as set forth in this Section 3.01, no provision of this Agreement shall in any way limit the extent of the responsibility of the Developer for payment of damages resulting from the operations of the Developer, its agents and employees. Nothing in this Section 3.01 shall be understood or construed to mean that the Developer agrees to indemnify the Local Agency, the Authority or any of its respective officers, directors, employees or agents, for any negligent or wrongful acts or omissions to act of the Local Agency, Authority, its officers, employees, agents or any consultants or contractors.

Section 3.02. Audit. The Local Agency shall have the right, during normal business hours and upon the giving of ten days’ written notice to the Developer, to review all books and records of the Developer pertaining to costs and expenses incurred by the Developer (for which the Developer seeks reimbursement) in constructing the Acquisition Improvements.

Section 3.03. Cooperation. The Local Agency and the Developer agree to cooperate with respect to the completion of the SCIP financing for the Acquisition Improvements.

The Local Agency and the Developer agree to meet in good faith to resolve any differences on future matters which are not specifically covered by this Agreement.

Section 3.04. General Standard of Reasonableness. Any provision of this Agreement which requires the consent, approval or acceptance of either party hereto or any of their respective employees, officers or agents shall be deemed to require that such consent, approval or acceptance not be unreasonably withheld or delayed, unless such provision expressly incorporates a different standard. The foregoing provision shall not apply to provisions in the Agreement which provide for decisions to be in the sole discretion of the party making the decision.

Section 3.05. Third Party Beneficiaries. The Authority and its officers, employees, agents or any consultants or contractors are expressly deemed third party beneficiaries of this Agreement with respect to the provisions of Section 3.01. It is expressly agreed that, except for the Authority with respect to the provisions of Section 3.01, there are no third party

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beneficiaries of this Agreement, including without limitation any owners of bonds, any of the Local Agency’s or the Developer’s contractors for the Acquisition Improvements and any of the Local Agency’s, the Authority's or the Developer’s agents and employees.

Section 3.06. Conflict with Other Agreements. Nothing contained herein shall be construed as releasing the Developer or the Local Agency from any condition of development or requirement imposed by any other agreement between the Local Agency and the Developer, and, in the event of a conflicting provision, such other agreement shall prevail unless such conflicting provision is specifically waived or modified in writing by the Local Agency and the Developer.

Section 3.07. Notices. All invoices for payment, reports, other communication and notices relating to this Agreement shall be delivered (via mail or electronic mail) to:

If to the Local Agency:

City of Bellflower
[Address to come]
[Email to come]
If to the Developer:
[Developer]
[Address to come]
[Email to come]
Either party may change its address by giving notice in writing to the other party.

Section 3.08. Severability. If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible.

Section 3.09. Governing Law. This Agreement and any dispute arising hereunder shall be governed by and interpreted in accordance with the laws of the State of California.

Section 3.10. Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party’s right to insist and demand strict compliance by the other party with the terms of this Agreement.

Section 3.11. Singular and Plural; Gender. As used herein, the singular of any word includes the plural, and terms in the masculine gender shall include the feminine.

Section 3.12. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.

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Section 3.13. Successors and Assigns. This Agreement is binding upon the heirs, assigns and successors-in-interest of the parties hereto. The Developer may not assign its rights or obligations hereunder, except to successors-in-interest to the property within the District, without the prior written consent of the Local Agency.

Section 3.14. Remedies in General. It is acknowledged by the parties that the Local Agency would not have entered into this Agreement if it were to be liable in damages under or with respect to this Agreement or the application thereof, other than for the payment to the Developer of any (i) moneys owing to the Developer hereunder, or (ii) moneys paid by the Developer pursuant to the provisions hereof which are misappropriated or improperly obtained, withheld or applied by the Local Agency.

In general, each of the parties hereto may pursue any remedy at law or equity available for the Breach of any provision of this Agreement, except that the Local Agency shall not be liable in damages to the Developer, or to any assignee or transferee of the Developer other than for the payments to the Developer specified in the preceding paragraph. Subject to the foregoing, the Developer covenants not to sue for or claim any damages for any alleged Breach of, or dispute which arises out of, this Agreement.

[The remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year written above.

CITY OF BELLFLOWER
By:

Authorized Signatory

[DEVELOPER],
a [here indicate type of legal entity]
By:

Signature

Print Name

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Exhibit A to the Acquisition Agreement

ACQUISITION IMPROVEMENTS AND THE ELIGIBLE PORTIONS THEREOF

[To be completed based on Final Engineer’s Report/developer’s budget and cash flows]

Funding includes amounts for incidental costs associated with the capital improvements, including, but not limited to, contingency, design, engineering, and construction management.

ACQUISITION IMPROVEMENTS TOTAL AMOUNT*
[_] ............................................................................................................. $[_] [_] ............................................................................................................. $[_]

* Estimated. Acquisition Price will be determined based on Actual Cost as further described in this Acquisition Agreement.

4155-8093-8767.14

Exhibit B to the Acquisition Agreement

FORM OF REQUISITION
To: BLX Group LLC
SCIP Program Administrator
355 South Grand Avenue, Suite 2700
Los Angeles, California 90071
Attention: Vo Nguyen
Fax: 213-612-2499
Re: Statewide Community Infrastructure Program
The undersigned, a duly authorized representative of the CITY OF BELLFLOWER hereby requests a withdrawal from the [DEVELOPER] ACQUISITION AND CONSTRUCTION FUND, as follows:

Request Date: [Insert Date of Request]
Name of Developer: [Developer]
Withdrawal Amount: [Insert Acquisition Price]
Acquisition Improvements: [Insert Description of Acquisition Improvement(s) from Ex. A] Payment Instructions: [Insert Wire Instructions or Payment Address for Developer] The undersigned hereby certifies as follows:

1. The Withdrawal is being made in accordance with a permitted use of such monies pursuant to the Acquisition Agreement, and the Withdrawal is not being made for the purpose of reinvestment.

2. None of the items for which payment is requested have been reimbursed previously from other sources of funds.

3. If the Withdrawal Amount is greater than the funds held in the Acquisition and Construction Fund, the SCIP Program Administrator is authorized to amend the amount requested to be equal to the amount of such funds.

CITY OF BELLFLOWER
By:

Title: