Calimesa City Council
November 6, 2023

Regular Meeting of the Calimesa City Council
Monday, November 6, 2023

CALL TO ORDER
ROLL CALL: MAYOR DAVIS, MAYOR PRO TEM HEWITT, COUNCIL MEMBER CERVANTEZ, COUNCIL MEMBER MANLY AND COUNCIL MEMBER MOLINA.

STAFF: CITY MANAGER KOLBOW, CITY ATTORNEY BARROW, CITY CLERK

GERDES, FINANCE DIRECTOR REID, PLANNING DIRECTOR LUCIA, PUBLIC

WORKS ASSOCIATE ENGINEER SHAKIR, CITY ENGINEER THORNTON, FIRE CHIEF O’CONNELL AND SHERIFF CAPTAIN PETERSON.

PLEDGE OF ALLEGIANCE

COMMUNICATIONS FROM THE PUBLIC
Pursuant to the Brown Act, this is the opportunity for members of the public to directly address the Council on any item within the Council’s subject matter jurisdiction. Please note that this is also the time in which members of the public may address the Council on any item on the Consent Calendar. This is not the time for City Council discussion of non-agenda items. After receiving public comments, Council Members, or staff, after being recognized by the Mayor, may briefly respond to statements made by the public or questions posed by the public. In addition, Council Members may ask questions for clarification or make a referral to staff for factual information to be reported back to the Council at a later meeting.

Regular Meeting of the Calimesa City Council
Meeting Agenda
Monday, November 6, 2023 – 6:00 p.m.

Norton Younglove Multipurpose Senior Center
908 Park Avenue, Calimesa, CA 92320
William Davis, Mayor  Wendy Hewitt, Mayor Pro Tem
Jeff Cervantez, Council Member  John Manly, Council Member  Linda Molina, Council Member Will Kolbow, City Manager  Quinn Barrow, City Attorney The Calimesa City Council will be conducting this meeting in the Norton Younglove Senior Center. Members of the public may attend this meeting in person at the Norton Younglove Senior Center, 908 Park Avenue, Calimesa, CA 92320, or the public may view the City Council meetings live at https://www.facebook.com/cityof.calimesa or https://www.youtube.com/@calimesacity900/live beginning at 6:00 p.m.

Submission of Public Comments: If attending the meeting, public comment will be allowed by completing a speaker slip and providing it to the City Clerk at the meeting. Please observe a time limit of three (3) minutes when giving your presentation. When called upon, please step forward to the microphone, state your name for the record, whom you represent and any statement you wish to make. Please be advised that you may not defer your three (3) minutes to another speaker.

In compliance with the Americans with Disabilities Act, if you need special assistance to participate in a City meeting or other services offered by this City, please contact the City Clerk’s Office, (909) 795-9801. Notification of at least 48 hours prior to the meeting or time when services are needed will assist the City staff in assuring that reasonable arrangements can be made to provide accessibility to the meeting or service.

Any public writings distributed by the City to at least a majority of the Council Members regarding any item on this regular meeting agenda will be made available at the public counter at City Hall located at 908 Park Avenue, Calimesa, CA 92320.

Regular Meeting of the Calimesa City Council
Monday, November 6, 2023

APPROVAL OF THE AGENDA, CONSENT CALENDAR AND WAIVER OF FULL READING OF ORDINANCES This is the time for the City Council to notify the public of any changes to the agenda; such as removal of an agenda item, rearrangement of the agenda, postponement of an agenda item or continuance of an item to a future meeting. This is also the time for the City Council to remove items from the Consent Calendar for individual consideration. Waiver of full reading of ordinances does not take policy action or approve or disapprove any ordinances on the agenda, it simply means that the entire text of the ordinance will not be read.

RECOMMENDATION: Move to approve the agenda and consent calendar Motion________________________ Second_______________________ Vote___________________________ CONSENT CALENDAR (Items 1 – 11)
The following items on the Consent Calendar are routine and customary items and are enacted by a single motion, with the exception of items previously removed during “Approval of the Agenda” for individual consideration. Any items removed shall be individually considered immediately after taking action on the Consent Calendar.

1. APPROVAL OF CITY COUNCIL ACTION MINUTES.
a) There are no minutes ready for approval at this time.

2. RECEIVE AND FILE CITY COMMISSION & BOARD MINUTES.
a) There are no minutes ready for approval at this time.

3. APPROVAL OF WARRANT REGISTERS.
a) Check Register Report with a total of $895,288.71 (Check Nos. 41021 to 41124) b) October 12, 2023 Payroll of $111,556.93
October 26, 2023 Payroll of $113,282.85

4. STATEMENT OF INVESTMENT POLICY.

RECOMMENDATION: That the City Council adopt Resolution No. 2022-68 a Resolution of the City Council of the City of Calimesa, California adopting a Statement of Investment Policy for Fiscal Year 2023-24.

5. CAL OES DESIGNATION OF APPLICANT’S AGENT.

RECOMMENDATION: That the City Council approve the Cal OES Designation of Applicant’s Agent.

6. CITY OF CALIMESA PROPERTY TAX – TAX YEAR 2023/24.

RECOMMENDATION: That the City Council receive and file the City of Calimesa Property Tax Newsletter Tax Year 2023/24.

7. SPECIAL TAX AND BOND ACCOUNTABILITY REPORTS FOR PUBLIC SERVICES COMMUNITY FACILITIES DISTRICT NO. 1, COMMUNITY FACILITIES DISTRICT NO. 2012- 1(SINGLETON HEIGHTS), COMMUNITY FACILITIES DISTRICT NO. 2013-1(JP RANCH) AND COMMUNITY FACILITIES DISTRICT NO. 2018-1 (SUMMERWIND TRAILS) FOR FISCAL YEAR 2022-23.

RECOMMENDATION: That the City Council receive and file Special Tax and Bond Accountability Reports for Fiscal Year 2022-23.

Regular Meeting of the Calimesa City Council
Monday, November 6, 2023

8. SUMMERWIND TRAILS PLAN PHASE 1 PARK: REDUCTION OF FAITHFUL PERFORMANCE BOND.

RECOMMENDATION: That the City Council:
a. Accept the Park Improvements Completed by the Developer. b. Authorize Staff to reduce the Park Improvement Faithful Performance Bonds to 10% of the total amount to be retained as the Warranty Bonds for a period of 1 year. c. Authorize Staff to release the Payment Bonds.

9. CALRECYCLE GRANT RESOLUTION.

RECOMMENDATION: That the City Council:
a. Adopt Resolution No. 2023-69, a Resolution of the City Council of the City of Calimesa California, authorizing submittal of individual grant applications for all CalRecycle grant programs for which the City of Calimesa is eligible, and b. Identify the City Manager as the signature authority authorized to sign all grant-related documents necessary to implement and close out the grants.

10. APPROVE SUPPLEMENTAL AGREEMENT WITH RIVERSIDE COUNTY DEPARTMENT OF

HOUSING, HOMELESS PREVENTION AND WORKFORCE SOLUTIONS (HHPWS) FOR COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) PROJECT NO. 5.CM.04-23,

NORTON YOUNGLOVE SENIOR CENTER ADA IMPROVEMENTS, PHASE III, PROJECT NO 2022-08 (PROJECT.)
RECOMMENDATION: That the City Council approve an amended agreement with Riverside County Department of Housing, Homeless Prevention and Workforce Solutions (HHPWS) for Community Development Block Grant (CDBG) Project No. 5.CM.01-21 for the amount of $32,722 for the construction of the Norton Younglove Senior Center ADA Improvements, Phase III, Project No 2022-08 (Project).

11. TENTATIVE TRACT MAP 36583 IN THE CITY OF BEAUMONT – RELEASE OF CV

COMMUNITIES, LLC BOND AND ACCEPT EXETER CHERRY VALLEY, LLC BOND FOR THE I-10/CHERRY VALLEY INTERCHANGE.

RECOMMENDATION: That the City Council authorize staff to release the CV Communities Bond (Bond No. 1000757382) in the amount of $1,000,000.00 and accept Exeter Cherry Valley Bond (Bond No. 800113435) in the same amount for the Cherry Valley Interchange for plans, specifications, estimates and right-of-way acquisition.

SHERIFF CAPTAIN COMMENTS & REPORTS

FIRE CHIEF COMMENTS & REPORTS

BUSINESS ITEMS

12. SHOP LOCAL CALIMESA DIGITAL GIFT CARD PROGRAM.

RECOMMENDATION: That the City Council adopt Resolution No. 2023-70, approving a contract with Hinderliter, de Llamas and Associates, Inc. (HdL); a contract with Yiftee, Inc. for the development of a digital gift card program, and allocate $50,000 from General Fund unreserved fund balance for the purpose of implementing a strategy to support local businesses with a shop local digital gift card program.

Regular Meeting of the Calimesa City Council
Monday, November 6, 2023

MAYOR & COUNCIL MEMBER REPORTING OF COUNTY & REGIONAL MEETINGS/CONFERENCES This is the time for general comments, announcements, reports on meetings attended at public expense as required by AB 1234, requests of staff, and other issues of concern to Council Members may be presented briefly at this time. The Council may not legally take action on any item presented at this time other than to direct staff to investigate a complaint or place an item on a future agenda unless (1) by a majority vote, the Council determines that an emergency situation exists, as defined by Government Code § 54956.5 or (2) by a four-fifths vote, the Council determines that there is a need for immediate action and the need for action arose subsequent to the agenda being posted as required by Government Code § 54954.2(b).

CITY MANAGER COMMENTS & REPORTS

CLOSED SESSION ITEMS
A. PUBLIC EMPLOYEE PERFORMANCE EVALUATION
Pursuant to Government Code Section 54957
Title: City Manager

ADJOURNMENT
Adjourn to the Regular Meeting of the City Council on November 20, 2023, at 6:00 p.m.

City Council Meeting
Agenda Report
Agenda Item No. 1
SUBJECT: APPROVAL OF CITY COUNCIL MEETING MINUTES
MEETING DATE: November 6, 2023
PREPARED BY: Darlene Gerdes, Deputy City Manager/City Clerk There are no minutes ready for approval at this time.

City Council Meeting
Agenda Report
Agenda Item No. 2
SUBJECT: APPROVAL OF COMMISSION MEETING MINUTES
MEETING DATE: November 6, 2023
PREPARED BY: Darlene Gerdes, Deputy City Manager/City Clerk There are not minutes ready for approval at this time.

City Council Meeting
Agenda Report
Agenda Item No. 3
SUBJECT: APPROVAL OF WARRANT REGISTER
MEETING DATE: November 6, 2023
PREPARED BY: Celeste Reid, Finance Director
RECOMMENDATION: That the City Council approve the Warrant Register as presented.

SUMMARY: The attached Check Register Report for City Council’s approval is as follows:
a) Check Register Report with a total of $895,288.71 (Check Nos. 41021-41124) b) October 12, 2023 Payroll of $111,556.93
October 26, 2023 Payroll of $113,282.85

City Council Meeting
Agenda Report
Agenda Item No. 4
SUBJECT: STATEMENT OF INVESTMENT POLICY
MEETING DATE: November 6, 2023
PREPARED BY: Celeste Reid, Finance Director and Treasurer RECOMMENDATION: That the City Council adopt Resolution No. 2022-68 a Resolution of the City Council of the City of Calimesa, California adopting a Statement of Investment Policy for Fiscal Year 2023-24.

BACKGROUND: Section 53646 of the Government Code of the State of California authorizes the Treasurer or the Chief Financial Officer of each local agency to annually render to the legislative body of the agency a Statement of Investment Policy at a public meeting.

The City’s current policy was adopted on November 7, 2022 and is to be updated annually, including renewal of the City Council’s annual delegation of investment authority to the City Treasurer.

Currently, the Finance Director serves as the City Treasurer. The Investment Policy is reviewed annually to ensure the policy meets the City’s needs and in compliance with all legal and government code requirements. The Investment policy has been updated for FY2023-24 to include SB 1489, Government Code 53646(b)(1) amending the deadline to file a quarterly report regarding investments from 30 days to 45 days following the end of quarter filed by the report.

The City’s investments are invested with the Local Agency Investment Fund (LAIF) and BMO Bank.

The LAIF balance as of October 12, 2023 is approximately $22 million and the BMO Bank N.A. has a short-term CD balance of $3 million which will mature on December 12, 2019. Staff evaluates investment options on an ongoing basis to ensure reasonable access to funds and reserves are set aside to maintain availability of cash position for general operations and capital projects.

FISCAL IMPACT: The investment instruments allowed in this policy are consistent with the City’s current investment in the Local Agency Investment Fund (LAIF) and meets the stated investment policy objectives of safety, liquidity and return.

ATTACHMENTS:

Attachment A: Resolution No. 2022-68
Attachment B: Annual Investment Policy

RESOLUTION NO. 2023-68

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

CALIMESA, CALIFORNIA ADOPTING A STATEMENT OF
INVESTMENT POLICY FOR THE FISCAL YEAR 2023-24
WHEREAS, Government Code Section 53646(a)(2) requires a Statement of Investment Policy rendered annually to the City Council for consideration during a public meeting, and
WHEREAS, the recommended Investment Policy is attached and reflects reporting schedules in compliance Government Code Section 53646(b)(1).

WHEREAS, Government Code Section 53607 authorizes the City Council to annually delegate to the City Treasurer the authority to invest or reinvest funds of the City and its related entities, and to sell and exchange securities so purchased; and
WHEREAS, the City Council desires to renew the delegation of such investment authority to the City Treasurer.

THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CALIMESA, AS FOLLOWS:

Section 1. The Statement of Investment Policy attached as Exhibit “A” is hereby adopted.

Section 2. Pursuant to Government Code Section 53607, the City Council, on behalf of the City and its related entities for which the City Councilmembers serve as the governing body, hereby renews for one year its delegation to the City Treasurer the authority to invest and reinvest funds of the City and its related entities, including without limitation the authority to sell and exchange securities.

PASSED, APPROVED AND ADOPTED this 6
th day of November 2023.
________________________________

WILLIAM DAVIS, MAYOR
ATTEST:
_________________________________________

DARLENE GERDES, CITY CLERK
Attachment 4A

CITY OF CALIMESA

PREPARED BY THE CITY FINANCE DEPARTMENT
Will Kolbow, City Manager
Celeste Reid, Finance Director and Treasurer

STATEMENT OF

INVESTMENT POLICY
Updated November 6, 2023
Attachment 4B

2 TABLE OF CONTENTS
INTRODUCTION………………………………………………………….Page 3
PURPOSE/STANDARD OF CARE00…………………………………..Page 3
OBJECTIVES ………..……………………………………………………Page 3
INVESTMENT PARAMETERS…..……………………………………...Page 5
SAFEKEEPING……………………………………………………..…….Page 8
RESPONSIBILITIES………………………………………………….….Page 9
REPORTING…………………………………………………………..….Page 10
ANNUAL REVIEW………………………………………………………..Page 12
GLOSSARY OF TERMS……………………………………………..….Page 12

3 INTRODUCTION
It is the policy of the City of Calimesa, the Successor Agency of the City of Calimesa, and other related entities of the City for which the City Councilmembers serve as governing body (hereinafter collectively referred to as the “City”) to predicate their investment policies, procedures, and practices upon the limitations placed upon them by governing legislative bodies. Such policies, procedures, and practices shall embody the following three principles: (1) compliance with federal, state and local laws governing the investment of public monies under the City’s control; (2) protection of the principal monies entrusted to the City; (3) maximization of profit within the parameters of prudent risk management, as defined in this Statement of Investment Policy (“SOIP” or “Investment Policy”).

PURPOSE
To establish an overall policy and procedure for the management of the investment of unexpended funds.

STANDARD OF CARE
Prudence: Investment officials shall adhere to the “prudent investor” standard of Government Code Section 53600.3 when managing the City’s investment portfolio. The prudent investor standard provides that investments shall be made with the care, skill, prudence, and diligence under circumstances then prevailing, including but not limited to the general economic conditions and the anticipated needs of the City, that a prudent person acting in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims to safeguard the principal of capital and maintain the liquidity needs of the City.

OBJECTIVES
Temporarily idle or surplus funds of the City shall be invested in accordance with principles of sound treasury management and in accordance with provisions of California Government Code Sections 53600 et seq., the Municipal Code, and this Investment Policy.

A. Overall Risk Profile
The basic objectives of Calimesa's investment program are, in order of priority:

1. Safety of invested funds (i.e., to safeguard the principal of the funds);

2. Maintenance of sufficient liquidity to meet cash flow needs; and

3. Attainment of the maximum return possible consistent with the first two objectives.

B. Achievement of Objectives
The achievement of these objectives shall be accomplished in the manner described below:

1. Safety
The City shall ensure the safety of its invested funds by limiting credit and interest rate risks. Credit risk is the risk of loss due to the failure of the security issuer or backer.

Interest rate risk is the risk that the market value of portfolio securities will fall due to market conditions, such as an increase in general interest rates.

4 a. Credit Risk will be mitigated by:
(1) Limiting investments to the safest types of securities; (2) Pre-qualifying with an established procedure the financial institutions with which it will do business;
(3) Diversifying the investment portfolio so that the failure of any one issuer or backer will not place an undue financial burden on the City; and b. Interest rate risk will be mitigated by:
(1) Structuring the City's portfolio so that securities mature to meet the City's cash requirements for ongoing operations, thereby avoiding the need to sell securities on the open market prior to their maturation to meet those specific needs;
(2) Investing primarily in short-term securities; and
(3) Occasionally restructuring the portfolio to minimize the loss of market value and/or to maximize cash flows.
c. The physical security or safe-keeping of the City's investments is also an important element of safety. Detailed safekeeping requirements are defined in the section of this Investment Policy entitled "Safekeeping of Securities".

2. Liquidity
The City's financial portfolio must be structured in a manner which will provide that securities mature at approximately the same time as cash is needed to meet anticipated demands. Additionally, since all possible cash demands cannot be anticipated, the portfolio should consist largely of securities with active secondary or resale markets.

The specific percentage mix of different investment instruments and maturities is described herein.

3. Return
The investment portfolio shall be designed with the overall objective of obtaining a total rate of return throughout economic cycles, commensurate with investment risk constraints and cash flow needs.

C. Time Frame for Investment Decisions
The City's investment portfolio shall be structured to provide that sufficient funds from investments are available every month to meet the City's anticipated cash needs.

Subject to the safety provisions outlined above, the choice of investment instruments and maturities shall be based upon an analysis of anticipated cash needs, existing and anticipated revenues, interest rate trends and specific market opportunities. As a general rule, and subject to annual review by the Investment Committee, the average

5 maturity of the investment portfolio will not exceed three years, and no investment will have a maturity of more than five years from its date of purchase.

D. Definition of Unexpended Funds
Unexpended funds for the purpose of this Investment Policy are all City funds which are available for investment at any time, including the estimated checking account float, excepting those minimum balances required by the City's banks to compensate them for the cost of banking services.

Investment Parameters
A. Types of Investments Authorized
The City may invest unexpended funds through national or state-chartered banks, savings and loans, authorized broker/dealers (each of the foregoing as more specifically described in California Government Code Section 53601.5), and the State Local Agency Investment Fund ("LAIF").

No investments shall have a maturity greater than five years. Combined investments with maturities greater than one year shall not exceed 70% of the total portfolio. Funds may be invested only in the following:

1. United States Treasury notes, bonds, bills, or certificates of indebtedness, or those for which the full faith and credit of the United States are pledged for the payment of principal and interest.

2. The Local Agency Investment Fund (LAIF).

3. Collateralized and/or FDIC-insured demand deposits in nationally or state-chartered banks or state or federal associations (as defined by Section 5102 of the Financial Code) meeting the requirements of Article 2 (commencing with Section 53630) of Chapter 4 of Part 1 of Division 2 of Title 5 of the California Government Code).

4. Certificates of deposit issued by a nationally or state-chartered bank or a state or federal association (as defined by Section 5102 of the Financial Code), maturing in two years or less, the total of which shall not exceed 15% of the total portfolio, and which shall be insured by each institution at the maximum amount required by regulations of the F.D.I.C. and any amount above the insured amount must be collateralized in accordance with State law.

5. Federal agency or United States government-sponsored enterprise obligations, participations, or other instruments, including those issued by or fully guaranteed as to principal and interest by federal agencies or United States government-sponsored enterprises, the total of which shall not exceed 75% of the total portfolio. Purchases shall be limited to senior issues as detailed below:

6 a. Federal National Mortgage Association (Fannie Mae). b. Government National Mortgage Association (Ginnie Mae) in an amount not to exceed 20% of the total portfolio.
c. Federal Home Loan Mortgage Corporation (Freddie Mac). d. Federal Home Loan Bank (FHLB).
e. Federal Farm Credit Banks (FFCB).
f. Federal Agricultural Mortgage Corporation (FAMC or Farmer Mac). g. Tennessee Valley Authority (TVA).

6. Money market mutual funds. Shares of beneficial interest issued by diversified management companies that are money market funds registered with the Securities and Exchange Commission under the Investment Company Act of 1940 (15 U.S.C. Sec. 80a-1 et seq.), the total of which shall not exceed 5% of the total portfolio. To be eligible for purchase, the money fund shall be a “AAA” rated Government or U.S. Treasury money fund. In addition, the company shall have met either of the following criteria: (A) Attained the highest ranking or the highest letter and numerical rating provided by not less than two nationally recognized statistical rating organizations. (B) Retained an investment adviser registered or exempt from registration with the Securities and Exchange Commission with not less than five years' experience managing money market mutual funds with assets under management in excess of five hundred million dollars ($500,000,000).

The percentage limitations listed above on the amount of the City’s portfolio that may be invested in each investment category or issuer apply at time of purchase.

B. Prohibited Investments and Activities
Investments by the City in securities permitted by the California Government Code, but not specifically approved by this Investment Policy are prohibited without the prior approval of the City Council.

As required by California Government Code Section 53601.6, the City shall not invest any funds in inverse floaters, range notes, mortgage derived interest-only strips or any security that could result in zero interest accrual if held to maturity.

No representative of the City is authorized to engage in margin transactions, derivatives, nor reverse repurchase agreements on behalf of the City.

While it may occasionally be necessary or strategically prudent of the City to sell a security prior to maturity to either meet unanticipated cash needs or to restructure the portfolio, this Investment Policy specifically prohibits trading securities for the sole purpose of speculating or taking an unhedged position on the future direction of interest rates. Specifically, "when, as and if issued" trading and open-ended portfolio restructuring transactions are prohibited.

7 C. Qualification of Brokers, Dealers and Financial Institutions United States Treasury issue transactions shall be conducted only with the Federal Reserve, or the bank providing banking services for the City, or broker/dealers currently authorized to provide investment services to the City.

The City Treasurer shall maintain a list of financial institutions and broker/dealers authorized to provide investment purchase and sale services to the City. The authorized financial institutions and broker/dealers shall meet the requirements of Government Code Section 53601.5, maintain an office in the State of California, and shall qualify under the Securities and Exchange Commission (“SEC”) Rule 15C3-1 (uniform net capital rule). If at any time the City Treasurer learns that a financial institution or broker/dealer does not maintain an office in the State of California or no longer meets the requirements of Government Code Section 53601.5 or qualifies under the SEC Rule 15C3-1, the Treasurer shall immediately notify the City Council and shall place the item on the next agenda. Annually, all authorized firms must supply the City Treasurer with a current audited financial statement and documents verifying compliance with Rule 15C3-1. This information shall be transmitted annually to the City Council not later than July 31.

Annually, the investment advisory firms shall provide to the City, a list of Investment Brokers approved by the investment advisory firms. For transactions executed by the investment advisory firms engaged by the City, the firms’ approved lists may be used, with the exception of any specific broker(s) that may be excluded by the City.

D. Collateralization Requirements
Uninsured time deposits with banks and savings and loans shall be collateralized in the manner prescribed by law (i.e., Government Code Section 53630 et seq.) for depositories accepting municipal investment funds.

E. Ethics & Conflicts of Interest
Officers and employees involved in the investment process shall refrain from personal business activity that could conflict with proper execution of the investment program, or which could impair their ability to make impartial investment decisions. Such employees and investment officials shall disclose to the City Council and the City Manager any material financial interests in financial institutions that conduct business within this jurisdiction, and they shall further disclose any large personal financial/investment positions that could be related to the performance of the City's portfolio. Such employees and officers shall subordinate their personal investment transactions to those of the City, particularly with regard to the time of purchases and sales.

F. Pre-formatted Wire Transfers
Wherever possible, the City shall use pre-formatted wire transfers to restrict the transfer of funds to pre-authorized accounts only. Authorized City officials are the City Manager and the Director of Finance/City Treasurer. Wire transfers between brokers and/or security dealers are prohibited. Wire transfers directly between LAIF and the City’s safekeeping bank are permitted.

8 G. Notice of Investment Policy
The City shall send a copy of the current edition of this Investment Policy and enabling resolution upon opening an account and annually to all institutions which are approved to handle City investments. Receipt of the Investment Policy and authorizing resolution, including confirmation that it has been reviewed by persons handling the City's account, shall be acknowledged in writing within thirty days.

H. Investing Bond Proceeds
For the purpose of this section, "Bond Proceeds" shall include any notes, bonds or other instruments issued on behalf of the City, for which the members of the City Council serve as the governing body. Should the City elect to issue bonds for any purpose, the Indenture of Trust or Trust Agreement shall be the governing document specifying allowable investments for the proceeds of the issue as prescribed by law (i.e., Government Code Section 5922(d)). If the bond documents are silent as to the permitted investments, bond proceeds shall be invested in securities permitted by this Investment Policy. With respect to maximum maturities, if in the opinion of the City Treasurer matching the segregated investment portfolio of the bond reserve fund with the maturity schedule of an individual bond issue is prudent given current economic analysis, the Investment Policy authorizes extending beyond the five-year maturity limitation.

Safekeeping of Securities and Certificates of Deposit (CD) A. Safekeeping Agreement
The City shall contract with a state or national bank or trust company located within the State of California for the safekeeping of securities, other than CDs, LAIF, and money market mutual funds, which are owned by the City as part of its investment portfolio.

B. Handling of City-Owned Securities and Certificates of Deposit All CDs owned by the City shall be held by the City. The collateral for non-FDIC insured, nonnegotiable CDs purchased from a nationally or state-chartered bank or state or federal association (as defined by Section 5102 of the Financial Code) shall be held pursuant to a depository contract between the City and the issuer of the CD per Government Code Section 53649. Pursuant to Government Code Sections 53649, 53656, 53657, and 53659, such collateral shall be held by the Federal Home Loan Bank of San Francisco, or a trust company located within the State of California or a trust department of a bank located within the State of California, that has been authorized pursuant to Government Code Section 53657 by the Administrator of Local Agency Security designated under Government Code Section 53661 (currently, the State Commissioner of Business Oversight) to act in such a capacity.

C. Security Transfers
All security transactions entered into by the City shall be conducted on a Delivery-VersusPayment (DVP) basis. DVP is delivery of securities with an exchange of money for the securities, and with an exchange of a signed receipt for the securities. Pursuant to Government Code Section 53608, the City Council delegates to the City Treasurer the authority to deposit for safekeeping the City’s securities, and all securities, except CDs and money market funds, shall be held in an account in the City's name by a third-party custodian designated by the City

9 Treasurer and meeting the requirements of Government Code Section 53608. LAIF accounts shall be held in the name of the City or related entity for which the members of the City Council serve as the governing body.

The authorization to release City securities shall be provided in writing signed by two authorized signatories. Authorized City officials are the City Manager/Director of Finance and the City Treasurer.

D. Verification of Certificates of Deposit Collateral
The collateral for non-FDIC insured certificates of deposits shall be an amount at least equal to the minimum specified in Government Code Section 53652 (currently ranging from 105% to 150% of the deposited funds, depending on the type of collateral). Per Government Code Section 53661, the Administrator of Local Agency Security designated thereunder (currently, the State Commissioner of Financial Protection and Innovation) will monitor the collateral held by the custodian of collateral pledged for local agency deposits.

Responsibilities
A. Responsibilities of the Finance Department
Subject to Government Code Section 53608 and the direction and supervision of the City Treasurer as the City Council’s delegate thereunder, the Finance Department is charged with responsibility for maintaining custody of all public funds and securities belonging to or under the control of the City and for the deposit and investment of those funds in accordance with principles of sound treasury management and with applicable laws and ordinances. However, duties related to day-to-day investment activities shall be performed by an official other than the person responsible for accounting for those investments.

B. Responsibilities of the Director of Finance
The Finance Director is appointed by the City Manager and is subject to his or her direction and supervision, subject to Government Code Section 53607 and the direction and the supervision of the City Treasurer as the City Council’s delegate thereunder with respect to investment authority. The Director of Finance is charged with responsibility for the conduct of all Finance Department functions, and the development of procedures to implement this Investment Policy as approved by the City Council.

C. Responsibilities of the City Manager
The City Manager is responsible for directing and supervising the Director of Finance. He or she is responsible further to keep the City Council fully advised as to the financial condition of the City.

D. Responsibilities of the City's Auditing Firm
The City's auditing firm's responsibilities shall include, but not be limited to, the examination and analyses of fiscal procedures and the examination, checking and verification of accounts and expenditures. A review of the City's investment program is a part of the responsibility described above.

10 E. Responsibilities of the City Council
The City Council shall annually consider and adopt a written investment policy. As provided in that policy, the Council shall receive, review, and accept monthly and quarterly Investment Reports.

G. Responsibilities of the City Treasurer
Pursuant to Government Code Section 53607, the City Council delegates to the City Treasurer for a one-year period the authority to invest or to reinvest funds of the City, and to sell or exchange securities so purchased, and the City Treasurer shall be responsible to carry out all investment transactions. Such delegation may be annually renewed by the City Council pursuant to Government Code Section 53607.

Pursuant to Government Code Section 53608, the City Council has delegated to the City Treasurer the authority to deposit for safekeeping the City’s securities, and the City Treasurer shall be responsible for such safekeeping in accordance with applicable law, including but not limited to Government Code Section 53608 and, as to deposit accounts or non-negotiable certificates of deposit, Government Code Section 53630 et seq.

H. Responsibilities of Investment Advisors
The City Treasurer, as the City Council’s delegate of investment authority under Government Code Section 53607, may select a third party investment advisor to assist with the investment of City funds, provided that the City Treasurer exercises prudence in the selection of the investment advisor, imposes suitable safeguards to prevent abuse in the exercise of discretion by the investment advisor, and remains responsible for any investment decisions made by the investment advisor. Approved investment advisors shall provide the service within the following parameters:

1. All investments made on behalf of the City shall be accomplished in accordance with this Investment Policy.

2. All investment advisors must be explicitly authorized by the City Council.

3. All investment advisors must provide services within the scope of responsibility consistent with their contract with the City.

4. All investment advisors must be duly registered with the U.S. Securities & Exchange Commission.

Reporting
So long as the City Council’s annual delegation of investment authority to the City Treasurer pursuant to Government Code Section 53607 is effective, the City Treasurer shall make a monthly report of all investment transactions to the City Council.

The Director of Finance shall prepare a quarterly investment report containing the information required by Government Code Section 53646(b), including a succinct management summary that provides a clear picture of the status of the current investment portfolio and all security transactions made over the past three months. This report shall be submitted to the City Council members within forty-five (45) days following the end of the quarter as contemplated by Government Code Section 53646(b)(1);

11 provided, if the information required to be contained in the quarterly Investment Report (as described below) is not yet available from the applicable financial institutions, the quarterly Investment Report shall be submitted to the City Council members as soon as possible thereafter, not to exceed sixty (60) days following the end of the quarter.

The quarterly Investment Report shall include the following:

A. A listing of individual securities and deposits held at the end of the reporting quarter; B. The type of investment, issuer, date of maturity, par amount, cost and market value of marketable securities at the end of the quarter; provided, for City investments that have been placed in the State of California Local Agency Investment Fund or in FDIC-insured accounts of an eligible bank or savings and loan association, the Director of Finance may supply to the City Council the most recent statement(s) received from these institutions in lieu of the foregoing information.

C. All security transactions occurring during the quarter whether or not the transaction has been fully settled;
D. Interest or dividend income credited to the account. If interest or dividends are not paid as earned, the interest amounts receivable should be shown; E. Realized gains or losses on sales of investments;
F. Unrealized gains or losses during the period;
G. The nature of all such investments in the portfolio should be described; H. With respect to interest bearing investments, the Investment Report shall indicate the face rate of interest and the effective yield to the City based on its cost of the investment.

I. The following statement shall be included in each report prepared by the Director of Finance and signed by the City Treasurer:
“All City investments are shown above and conform to the City Investment Policy. All investment transactions during this period are included in this report. As City Treasurer of the City of Calimesa, I hereby certify that sufficient investment liquidity and anticipated revenue are available to meet the next six (6) months' estimated expenditures.” If the first sentence of the foregoing statement cannot be reasonably made, the City Treasurer shall include the disclosure statement required by J. below in lieu of such sentence. If the second sentence of the foregoing statement cannot be reasonably made, the City Treasurer shall provide in lieu of such sentence an explanation as to why sufficient money will or may not be available for the next six months’ estimated expenditures.

12 J. If a discrepancy exists between any restrictions in the Investment Policy, when compared to the period reflected on the Quarterly Investment Report, the following disclosure statement shall be included on the Report:
“I hereby certify that this report accurately reflects all investments, including pooled investments, and is in compliance with California Government Code Sections 53640 through 53646, as amended, and is in conformity with the City of Calimesa Investment Policy, except for the following deviation(s):”
Annual Review
This Investment Policy shall be reviewed each year by the City Council to ensure its consistency with respect to the overall objectives of safety, liquidity, and yield. Proposed amendments to the Investment Policy shall be prepared and be forwarded to the City Council for consideration.

GLOSSARY OF INVESTMENT TERMS
AGENCIES: Federal agency and instrumentality securities.

ASKED: The price at which securities are offered.

BANKERS’S ACCEPTANCE (“BA”): A draft, bill, or exchange accepted by a bank or a trust company. Both the issuer and the accepting institution guarantee payment of the bill.

BID: The price offered by a buyer of securities (when one sells securities, one asks for a bid).

BROKER: A broker brings buyers and sellers together so that he can earn a commission.

CERTIFICATE OF DEPOSIT (“CD”): A time deposit with a specific maturity, as evidenced by a certificate. Large-denomination CDs are typically negotiable.

COLLATERAL: Securities, evidence of deposit, or other property which a borrower pledges to secure repayment of a loan. Also refers to securities pledged by a bank to secure deposits of public monies.

COMPREHENSIVE ANNUAL FINANCIAL REPORT (“CAFR”): It includes combined statements for each individual fund and account group, that are prepared in conformity with GAAP. It also includes supporting schedules that are necessary to demonstrate compliance with finance-related legal and contractual provisions, extensive introductory material, and a detailed statistical section.

COUPON: (a) The annual rate of interest that a bond’s issuer promises to pay the bondholder on the bond’s face value. (b) A certificate attached to a bond that evidences interest due on a payment date.

DEALER: A dealer, as opposed to a broker, acts as a principal in all transactions, buying and selling for his own account.

13 DEBENTURE: A bond secured only by the general credit of the issuer.

DELIVERY VERSUS PAYMENT: There are two methods of delivery of securities: (1) delivery versus payment (DVP); and (2) delivery versus receipt (DVR). DVP is delivery of securities with an exchange of money for the securities. DVR is delivery of securities with an exchange of a signed receipt for the securities.

DERIVATIVES: (1) Financial instruments that are linked to, or derived from, the movement of one or more underlying indexes or securities, and may include a leveraging factor; or (2) financial contracts based upon a notional amount whose value is derived from an underlying index or security (e.g., interest rates, foreign exchange rates, equities, or commodities).

DISCOUNT: The difference between the acquisition cost of a security and its value at maturity, when quoted at lower than face value. A security that sells below original offering price shortly after sale, is also is considered to be at a discount.

DISCOUNT SECURITIES: Non-interest bearing money market instruments that are issued a discount and that are redeemed at maturity for full face value (e.g., U.S. Treasury Bills).

DIVERSIFICATION: Dividing investment funds among a variety of securities that offer independent returns.

FEDERAL CREDIT AGENCIES: Agencies of the Federal Government that were established to supply credit to various classes of institutions and individuals (e.g., S&Ls, small business firms, students, farmers, farm cooperatives, and exporters).

FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”): A federal agency that insures bank deposits, currently up to $250,000 per depositor per insured bank.

FEDERAL FUNDS RATE: The rate of interest at which Fed funds are traded. This rate is currently pegged by the Federal Reserve through open-market operations.

FEDERAL HOME LOAN BANKS (“FHLB”): Government-sponsored wholesale banks (currently 11 regional banks) which lend funds and provide correspondent banking services to member commercial banks, thrift institutions, credit unions, and insurance companies. The mission of the FHLBs is to liquefy the housing-related assets of its members, who must purchase stock in their District Bank.

FEDERAL NATIONAL MORTGAGE ASSOCIATION (“FNMA” or “Fannie Mae”): FNMA, like GNMA, was chartered under the Federal National Mortgage Association Act in 1938. Due to its federal charter, FNMA is considered a U.S. government-sponsored enterprise. It is the largest single provider of residential mortgage funds in the United States. Fannie Mae, as the corporation is called, is a publicly-traded stockholder-owned corporation that has also been under the conservatorship of the Federal Housing Finance Agency (FHFA) since September 6, 2008The corporation’s purchases include a variety of adjustable mortgages and second loans, in addition to fixed-rate mortgages.

FNMA’s securities are also highly liquid and are widely accepted. For some securities issued by FNMA, FNMA provides guarantees as to the payment of principal and interest.

14 FEDERAL RESERVE SYSTEM: The central bank of the United States created by Congress and consisting of a seven-member Board of Governors in Washington, D.C., 12 regional banks, and about 5,700 commercial banks that are members of the system.

GOVERNMENT NATIONAL MORTGAGE ASSOCIATION (“GNMA” or “Ginnie Mae”): Mortgagebacked securities that influence the volume of affordable housing loans and that are guaranteed by GNMA. A security holder is protected by the full faith and credit of the U.S. Government. Underlying mortgages for Ginnie Mae securities include those issued, insured, or guaranteed by the Federal Housing Administration (FHA), the U.S. Department of Veterans Affairs (VA), the U.S. Department of Agriculture’s Rural Development (RD), and the U.S. Department of Housing and Urban Development’s Office of Public and Indian Housing (PIH). The term “pass-throughs” is often used to describe Ginnie Maes.

LIQUIDITY: A liquid asset is one that can be converted easily and rapidly into cash without a substantial loss of value. In the money market, a security is said to be liquid if the spread between bid and asked prices is narrow, and reasonable size can be done at those quotes.

LOCAL AGENCY INVESTMENT FUND (“LAIF”): Monies from local governmental units may be remitted to the California State Treasurer for deposit in this special fund for the purpose of investment.

MARKET VALUE: The price at which a security is trading and could presumably be purchased or sold.

MATURITY: The date upon which the principal or stated value of an investment becomes due and payable.

MONEY MARKET: The market in which short-term debt instruments (e.g., bills, commercial paper, banker’s acceptances) are issued and traded.

OFFER: The price asked by a seller of securities (when one buys securities, one asks for an offer).

See “Asked” and “Bid”.

PORTFOLIO: A collection of securities that an investor holds.

PRUDENT INVESTOR RULE: An investment standard. A fiduciary, such as a trustee, may invest in a security if it is one that would be bought by a prudent investor acting in like capacity, who is seeking reasonable income and preservation of capital. As to the City (including its related entities), the prudent investor standard is established by, and specifically described in, California Government Code Section 53600.3
RATE OF RETURN: The yield obtainable on a security based on its purchase price or its current market price.

REPURCHASE AGREEMENT (“RP” OR “REPO”): A holder of securities sells them to an investor with an agreement to repurchase the securities at a fixed price on a fixed date. The security “buyer”,

15 in effect, lends the “seller” money for the period of the agreement, and the terms of the agreement are structured to compensate him for this. Dealers use RP extensively to finance their positions.

Exception: when the Fed is said to be doing RP, it is lending money (increasing bank reserves).

SAFEKEEPING: A service to customers rendered by banks for a fee whereby securities and valuables of all types and descriptions are held in the bank‘s vaults and/or a customer custodial account (as to non-certificated securities) for protection.

SECONDARY MARKET: A market made for the purchase and sale of outstanding issues following the initial distribution.

SECURITIES AND EXCHANGE COMMISSION: An agency created by Congress to administer securities legislation for the purpose of protecting investors in securities transactions.

SEC RULE 15c3-1: See “Uniform Net Capital Rule”.

TREASURY BILLS: A non-interest bearing discount security that is issued by the U.S. Treasury to finance the national debt. Most T-bills are issued to mature in three months, six months, or one year.

TREASURY BONDS: Long-term, coupon-bearing U.S. Treasury securities that are issued as direct obligations of the U.S. Government, and having initial maturities of more than 10 years.

TREASURY NOTES: Medium-term, coupon-bearing U.S. Treasury securities that are issued as direct obligations of the U.S. Government, and having initial maturities of two to 10 years.

UNIFORM NET CAPITAL RULE: SEC requirement that member firms, as well as non-member broker-dealers in securities, maintain a maximum ratio of indebtedness-to-liquid capital of 15 to one.

Also called net capital rule and net capital ratio. Indebtedness covers all money that is owed to a firm, including margin loans and commitments to purchase securities (one reason that new public issues are spread among members of underwriting syndicates). Liquid capital includes cash and assets easily converted into cash.

YIELD: The rate of annual income return on an investment, expressed as a percentage. (a) Income Yield is obtained by dividing the current dollar income by the current market price for the security. (b) Net Yield or Yield to Maturity is the current income yield minus any premium above par or plus any discount from par in purchase price, with the adjustment spread over the period from the date of purchase to the date of maturity of the bond.

City Council Meeting
Agenda Report
Agenda Item No. 5
SUBJECT: CAL OES DESIGNATION OF APPLICANT’S AGENT
MEETING DATE: November 6, 2023
PREPARED BY: Celeste Reid, Finance Director & City Treasurer RECOMMENDATION: That the City Council approve the Cal OES Designation of Applicant’s Agent.

DISCUSSION: The State of California Governor’s Office of Emergency Services, requires all agencies provide an updated Designation of Applicant’s Agent every three years for the purpose of obtaining federal financial assistance for any existing or future grant program including but not limited to -
o Federally declared Disaster, Fire Mitigation Assistance Grant, California State Only Disaster, Immediate Services Program, Hazard Mitigation Grant Program, Building Resilient Infrastructure and Communities, Legislative Pre-Disaster Mitigation Program
o Public Law 93-288 as amended by the Robert T. Stafford Disaster Relief and Emergency Assistance Act of 1988, and or state financial assistance under the California Disaster Assistance Act.
o Flood Mitigation Assistance Program
o National Earthquake Hazards Reduction Program
o California Early Earthquake Warning
Staff respectfully recommends the following positions be assigned as Applicant Agent’s • City Manager
• Public Works Director
• Finance Director
FISCAL IMPACT: There is no fiscal impact to Designation of Applicant Agent for Cal OES.

ATTACHMENTS:

Attachment A: Form Designation of Applicant’s Agent Resolution and Instructions Attachment B: Form List of Authorized Agent’s

DESIGNATION OF APPLICANT'S AGENT RESOLUTION FOR NON-STATE AGENCIES

BE IT RESOLVED BY THE OF THE
(Governing Body) (Name of Applicant)

THAT , OR
(Title of Authorized Agent)
, OR
(Title of Authorized Agent)
(Title of Authorized Agent)
is hereby authorized to execute for and on behalf of the , (Name of Applicant)
a public entity established under the laws of the State of California, this application and to file it with the California Governor’s Office of Emergency Services for the purpose of obtaining federal financial assistance for any existing or future grant program, including, but not limited to any of the following:
- Federally declared Disaster (DR), Fire Mitigation Assistance Grant (FMAG), California State Only Disaster (CDAA), Immediate Services Program (ISP), Hazard Mitigation Grant Program (HMGP), Building Resilient Infrastructure and Communities (BRIC), Legislative Pre-Disaster Mitigation Program (LPDM), under - Public Law 93-288 as amended by the Robert T. Stafford Disaster Relief and Emergency Assistance Act of 1988, and/or state financial assistance under the California Disaster Assistance Act.
- Flood Mitigation Assistance Program (FMA), under Section 1366 of the National Flood Insurance Act of 1968.
- National Earthquake Hazards Reduction Program (NEHRP) 42 U.S. Code 7704 (b) ((2) (A) (ix) and 42 U.S. Code 7704 (b) (2) (B) National Earthquake Hazards Reduction Program, and also The Consolidated Appropriations Act, 2018, Div. F, Department of Homeland Security Appropriations Act, 2018, Pub. L. No. 115-141 - California Early Earthquake Warning (CEEW) under CA Gov Code – Gov, Title 2, Div. 1, Chapter 7, Article 5, Sections 8587.8, 8587.11, 8587.12 That the , a public entity established under the
(Name of Applicant)
laws of the State of California, hereby authorizes its agent(s) to provide to the Governor’s Office of Emergency Services for all matters pertaining to such state disaster assistance the assurances and agreements required.

STATE OF CALIFORNIA

CALIFORNIA GOVERNOR'S OFFICE OF EMERGENCY SERVICES

DESIGNATION OF APPLICANT'S AGENT RESOLUTION

NON-STATE AGENCIES
OES-FPD-130 (Rev. 10-2022)

RECOVERY DIRECTORATE

FINANCIAL PROCESSING DIVISION
Cal OES ID No: _____________
Rev. 10-2022 Page 1 of 4 OES-FPD-130 065-09864 City Council City of Calimesa City Manager Public Works Director Finance Director City of Calimesa City of Calimesa Attachment 5A

Please check the appropriate box below
This is a universal resolution and is effective for all open and future disasters/grants declared up to three (3) years following the date of approval.

This is a disaster/grant specific resolution and is effective for only disaster/grant number(s):

Passed and approved this __day of , 20
(Name and Title of Governing Body Representative)
(Name and Title of Governing Body Representative)
(Name and Title of Governing Body Representative)

CERTIFICATION
I, , duly appointed and of
(Name) (Title)
, do hereby certify that the above is a true and
(Name of Applicant)
correct copy of a resolution passed and approved by the (Governing Body)
of the on the day of , 20 .
(Name of Applicant)
(Signature) (Title)

STATE OF CALIFORNIA

CALIFORNIA GOVERNOR'S OFFICE OF EMERGENCY SERVICES

DESIGNATION OF APPLICANT'S AGENT RESOLUTION

NON-STATE AGENCIES
OES-FPD-130 (Rev. 10-2022)

RECOVERY DIRECTORATE

FINANCIAL PROCESSING DIVISION
Rev. 10-2022 Page 2 of 4 OES-FPD-130
✔
Darlene Gerdes Deputy City Manager City of Calimesa City Council City of Calimesa Deputy City Manager William Davis, Mayor
Wendy Hewitt, Mayor ProTem
Jeff Cervantez, Council Member

Cal OES Form 130 Instructions
A Designation of Applicant’s Agent Resolution for Non-State Agencies is required of all Applicants to be eligible to receive funding. A new resolution must be submitted if a previously submitted resolution is older than three (3) years from the last date of approval, is invalid, or has not been submitted.

When completing the Cal OES Form 130, Applicants should fill in the blanks on pages 1 and 2. The blanks are to be filled in as follows:

Resolution Section:

Governing Body: This is the group responsible for appointing and approving the Authorized Agents.

Examples include: Board of Directors, City Council, Board of Supervisors, Board of Education, etc.

Name of Applicant: The public entity established under the laws of the State of California.

Examples include: School District, Office of Education, City, County or Non-profit agency that has applied for the grant, such as: City of San Diego, Sacramento County, Burbank Unified School District, Napa County Office of Education, University Southern California.

Authorized Agent: These are the individuals that are authorized by the Governing Body to engage with the Federal Emergency Management Agency and the California Governor’s Office of Emergency Services regarding grants for which they have applied.

There are two ways of completing this section:

1. Titles Only: The titles of the Authorized Agents should be entered here, not their names. This allows the document to remain valid if an Authorized Agent leaves the position and is replaced by another individual. If “Titles Only” is the chosen method, this document must be accompanied by either a cover letter naming the Authorized Agents by name and title, or the Cal OES AA Names document. The supporting document can be completed by any authorized person within the Agency (e.g., administrative assistant, the Authorized Agent, secretary to the Director). It does not require the Governing Body’s signature.

2. Names and Titles: If the Governing Body so chooses, the names and titles of the Authorized Agents would be listed. A new Cal OES Form 130 will be required if any of the Authorized Agents are replaced, leave the position listed on the document, or their title changes.

STATE OF CALIFORNIA

CALIFORNIA GOVERNOR'S OFFICE OF EMERGENCY SERVICES

DESIGNATION OF APPLICANT'S AGENT RESOLUTION

NON-STATE AGENCIES
OES-FPD-130 (Rev. 10-2022)

RECOVERY DIRECTORATE

FINANCIAL PROCESSING DIVISION
Rev. 10-2022 OES-FPD-130 Page 3 of 4

Checking Universal or Disaster-Specific Box: A Universal resolution is effective for all past disasters and for those declared up to three (3) years following the date of approval. Upon expiration it is no longer effective for new disasters, but it remains in effect for disasters declared prior to expiration. It remains effective until the disaster goes through closeout unless it is superseded by a newer resolution.

Governing Body Representative: These are the names and titles of the approving Board Members.

Examples include: Chairman of the Board, Director, Superintendent, etc. The names and titles cannot be one of the designated Authorized Agents. A minimum of three (3) approving board members must be listed. If less than three are present, meeting minutes must be attached in order to verify a quorum was met.

Certification Section:

Name and Title: This is the individual in attendance who recorded the creation and approval of this resolution.

Examples include: City Clerk, Secretary to the Board of Directors, County Clerk, etc. This person cannot be one of the designated Authorized Agents or Approving Board Member. If a person holds two positions (such as City Manager and Secretary to the Board) and the City Manager is to be listed as an Authorized Agent, then that person could sign the document as Secretary to the Board (not City Manager) to eliminate “Self-Certification.”

STATE OF CALIFORNIA

CALIFORNIA GOVERNOR'S OFFICE OF EMERGENCY SERVICES

DESIGNATION OF APPLICANT'S AGENT RESOLUTION

NON-STATE AGENCIES
OES-FPD-130 (Rev. 10-2022)

RECOVERY DIRECTORATE

FINANCIAL PROCESSING DIVISION
Rev. 10-2022 Page 4 of 4
Page
OES-FPD-130
39 of 195
City of Calimesa
065-09864
William Kolbow City Manager [email protected]
Margaret Monson Public Works Director [email protected] x
x
Celeste Reid Finance Director [email protected] x Mari Shakir Associate Engineer Public Works [email protected] x Attachment 5B

City Council Meeting
Agenda Report
Agenda Item No. 6
SUBJECT: CITY OF CALIMESA PROPERTY TAX – TAX YEAR 2023/24 MEETING DATE: November 6, 2023
PREPARED BY: Will Kolbow, City Manager
Celeste Reid, Finance Director and Treasurer
RECOMMENDATION: That the City Council receive and file the City of Calimesa Property Tax Newsletter Tax Year 2023/24.

BACKGROUND: The City of Calimesa has a professional services contract with Hinderliter, de Llamas & Associates (hereinafter referred to as HDL) to provide compiled property tax data and analysis relating to property tax revenues within the City of Calimesa. The City Manager and Finance Director meet annually with the HDL professionals to review data provided in compiled reports to discuss data analytics in relation to assessed values, property transfers, sales price history, and trends with prior years. The attached report, appropriate for public consumption, is provided to the City Council for review and includes the top 10 property owners with primary use category, total value and percentage of all value.

It should be noted the attached report does not include an annual distribution of property tax increment funds from the Riverside County RPTTF (Redevelopment Property Tax Trust Fund). The RPTTF Funds were established 2012 with the state’s mandate to dissolve redevelopment agency funds. Due to a large portion of undeveloped residential land in Calimesa at the time of dissolution, the RFTTF distributions are significant as a proportional ratio of property tax collections for the City of Calimesa. Listed below are projections of RPTTF Revenue:

FY 2023-24 FY 2024-25 FY 2025-26 FY 2026-27 FY 2027-28
RPTTF Revenue
Estimate $ 1,776,698 $ 1,867,278 $ 1,962,059 $ 2,063,521 $ 2,168,581 FISCAL IMPACT: None.

ATTACHMENTS:

Attachment A: City of Calimesa Property Tax Newsletter – Tax Year 2023/24

THE CITY OF CALIMESA
TAX YEAR 2023/24

PROPERTY TAX NEWSLETTER
NEC

TAXABLE ASSESSED VALUE
$1.5 BILLION
+6.5%

CALIMESA COUNTY
+9.6%
-0.04B

0.00B

0.04B

0.08B

0.12B

0.16B

0.20B
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023

PRIOR YEAR TRANSFER
OF OWNERSHIP OTHER NEW CONSTRUCTION PROP. 13 INFLATIONADJUSTMENT

VALUE GROWTH (IN BILLIONS)

HISTORY OF VALUE CHANGES BY CAUSE

INCLUDING TOTAL ASSESSED VALUE

0.7B 0.7B 0.8B 0.8B 0.9B 1.0B 1.1B 1.3B 1.4B 1.5B
The Other change category may include effects of assessment appeals, multi parcel sales, and changes to secured exemptions, personal property, or utility-owned property values

PROPERTY

HIGHLIGHTS
TOP 10 OWNERS
WITH PRIMARY USE CATEGORY, TOTAL VALUE AND % OF ALL VALUE 1 MESA VERDE OWNER AGRICULTURAL $46.2 MILLION 3.01%
2 CALIMESA RETAIL CENTER COMMERCIAL $27.2 MILLION 1.77% 3 JEN SOCAL 1 VACANT $16.2 MILLION 1.05%
4 STATER BROS MARKET COMMERCIAL $11.6 MILLION 0.76%
5 PLANTATION COMPANY RESIDENTIAL $10.8 MILLION 0.70%
6 RGC PROPERTIES INDUSTRIAL $9.78 MILLION 0.64%
7 NEXTGEN CALIMESA LP VACANT $8.85 MILLION 0.58%
8 RIC ORCUTT VACANT $8.47 MILLION 0.55%
9 ADACHI PROPERTIES MANAGEMENT COMMERCIAL $7.22 MILLION 0.47% 10 GEORGE L GILDRED COMMERCIAL $7.06 MILLION 0.46%
TOP 10 TOTAL $153 MILLION 9.99 %
The largest assessed value increases were on
two related parcels owned by Calimesa Retail
Center (1000 and 1032 Cherry Valley Blvd.).

New improvements added to both parcels
increased the value by $1.7 million this year.

Recent transfers of ownership also contributed
to value growth between tax years. A vacant
parcel owned by SJA Fields (109 W. County
Line Road) increased by $861,000 due to a
recent sale. Similarly, a new single-family
residential home located at 1201 Joshua Tree
Road (Richmond Homes development) also
sold, adding $804,000.

There were two significant value declines
between tax years. A single-family residential
parcel located at 1366 Chestnut Road reported
the largest assessed value decline. (continued
on next page)
hdlcompanies.com/proptax | 714 879.5000 Published by
Attachment 6A

TAX YEAR 2023/24 THE CITY OF CALIMESA - PROPERTY TAX NEWSLETTER 1%
2%
3%
4%

IMPERIAL LOS ANGELES ORANGE RIVERSIDE SAN BERNARDINO SAN DIEGO VENTURA

ESTIMATED VALUE GROWTH FROM SALE TRANSFERS AS A PERCENTAGE OF TAXABLE VALUE BY COUNTY

PROPERTY HIGHLIGHTS
(continued from previous page)
The owner of the property transferred their base
value to a property they recently purchased in
Calimesa under Proposition 19. The transferred
base value resulted in a $530,500 decline from
the sale price. A single-family residential parcel
located at 1533 Yucca Court was granted a
disabled veteran exemption, removing $515,000
in assessed value from the roll.

PROPERTY TAX FACTS
• In 2023, 4,817 City parcels were taxable.
• 75.8% of the City's 2023 assessed values are
residential use, from 67.2% of the parcels.

REAL ESTATE TRENDS
As of June 2023, statewide home sales volume
has declined for the last 9 months, due to high
interest rates and low inventory. There were

19.7% fewer home sales in June than in June
2022; 46.5% fewer than at the peak in 2021.

The state median home price in June was
$838,260. This is 2.4% below the median a
year ago, a smaller annual decline than in
recent months. 2022 sale prices impacted
values on the 2023/24 tax rolls. Value changes
from 2023 sales through June are trending up
each month but are below 2022 levels. The
median sale price of Calimesa detached
single-family homes from January through
August 2023 was $535,000, a decrease of
-$15,000 (-2.7%) from 2022's median sale
price.

CHG %

DETACHED SINGLE-FAMILY HOMES

MEDIAN SALE PRICE HISTORY

YEAR SALES MEDIAN PRICE
2014 114 $260,000 18.2%
2015 103 $300,000 15.4%
2016 132 $320,000 6.7%
2017 139 $357,500 11.7%
2018 118 $357,500 0.0%
2019 165 $380,000 6.3%
2020 231 $400,000 5.3%
2021 297 $465,500 16.4%
2022 124 $550,000 18.2%
2023* 61 $535,000 -2.7%
* Year-to-Date (through August 2023)

0.5M

1.0M

1.5M

2.0M

2.5M

3.0M

3.5M

4.0M
2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 VLFAA PROP. TAX REV. OTHER 1% SHARE REV. GEN. FUND 1% SHARE REV.

REVENUE (IN MILLIONS)

ASSESSED VALUE-BASED REVENUE HISTORY BY COMPONENT
hdlcompanies.com/proptax | 714 879.5000 Published by

CALIMESA FIRE

CITY COUNCIL MEETING

AGENDA REPORT
Agenda Item No. 7
SUBJECT: SPECIAL TAX AND BOND ACCOUNTABILITY REPORTS FOR PUBLIC SERVICES COMMUNITY FACILITIES DISTRICT NO. 1, COMMUNITY FACILITIES DISTRICT NO. 2012-1(SINGLETON HEIGHTS), COMMUNITY FACILITIES DISTRICT NO. 2013-1(JP RANCH) AND COMMUNITY
FACILITIES DISTRICT NO. 2018-1 (SUMMERWIND TRAILS) FOR FISCAL YEAR 2022-23
MEETING DATE: November 6, 2023
PRESENTED BY: Celeste Reid, Finance Director and Treasurer RECOMMENDATION: It is recommended that the City Council receive and file Special Tax and Bond Accountability Reports for Fiscal Year 2022-23.

BACKGROUND/DISCUSSION: The Special Tax and Bond Accountability Reports provide financial information prepared in compliance with the Local Agency Special Tax and Bond Accountability Act (“Accountability Act”). The Accountability Act was enacted by California State Legislature through Senate Bill 165 to provide accountability measures for any local special tax and/or bond measure subject to voter approval on or after January 1, 2001. According to the requirements of the Accountability Act (Sections 50075.1 and 53410 of the Government Code of the State of California), an annual report must be filed by the local agency levying the special tax and or issuing a bond measure and shall contain a description of the following:
(1) The amount of funds collected and expended.
(2) The status of any project required or authorized to be funded by the special tax and/or bond measure.

In accordance with the requirements, the City has prepared an accountability report for active Community Facility Districts detailed below:
• Public Services Community Facilities District No. 1
• Community Facilities District No. 2012-1(Singleton Heights) • Community Facilities District No. 2013-1(JP Ranch)
• Community Facilities District No. 2018-1 (Summerwind Trails) ATTACHMENTS:

Attachment A: Special Tax and Bond Accountability Reports for Fiscal Year 2022-23

City of Calimesa
Public Services Community
Facilities District No. 1
(Law Enforcement, Fire, Paramedic,
and Park Maintenance)
Special Tax & Bond Accountability Report
Fiscal Year 2022/2023
Prepared for:

City of Calimesa
908 Park Avenue
Calimesa, CA 92320
T. 909.795.9801
Attachment 7A

City of Calimesa
William Kolbow, City Manager
Celeste Reid, Finance Director
908 Park Avenue
Calimesa, CA 92320
T. 909.795.9801
F. 909.795.4399
Special Tax Administrator
Koppel & Gruber Public Finance
Lyn Gruber / Nick Farrel
334 Via Vera Cruz, Suite 256
San Marcos, CA 92078
T. 760.510.0290
F. 760.510.0288

TABLE OF CONTENTS
BACKGROUND………………………………………………………………………..........1
SECTION I. SUMMARY....................................................................................................... 2 SECTION II. SPECIAL TAX COLLECTIONS & EXPENDITURES............................. 3

City of Calimesa 1
Public Services Community Facilities District No. 1
Accountability Report, Fiscal Year Ended June 30, 2023

BACKGROUND
The Local Agency Special Tax and Bond Accountability Act (“Accountability Act”) was enacted by California State Legislature through Senate Bill 165 to provide accountability measures for any local special tax and/or bond measure subject to voter approval on or after January 1, 2001. According to the requirements of the Accountability Act (Sections 50075.1 and 53410 of the Government Code of the State of California), an annual report must be filed by the local agency levying a special tax and/or issuing a bond measure by January 1, commencing January 1, 2002 and each year thereafter and shall contain a description of the following:
(1) The amount of funds collected and expended.
(2) The status of any project required or authorized to be funded by the special tax measure.

This report (“Accountability Report) is being prepared for the Public Services Community Facilities District No. 1 (Law Enforcement, Fire, Paramedic and Park Maintenance Services) (“PSCFD No. 1”) of the City of Calimesa (“City”) for fiscal year ended June 30, 2023 pursuant to and in accordance with the requirements outlined in the Accountability Act.

City of Calimesa 2
Public Services Community Facilities District No. 1
Accountability Report, Fiscal Year Ended June 30, 2023
I. SUMMARY
On September 18, 2006, the City Council (“Council”) of the City established the PSCFD No. 1 pursuant to the provisions of the Mello-Roos Community Facilities Act of 1982, as amended (the “Act”). PSCFD No. 1is authorized to levy a special tax to generally provide for law enforcement, fire, paramedic and park maintenance services (“Services”).

Services costs that can be funded by PSCFD No. 1 include, but are not limited to (1) police protection services, (2) fire protection/paramedic services, and (3) park maintenance services that are in addition to those provided in the territory within PSCFD No. 1 prior to the formation of PSCFD No. 1 and (4) the incidental expenses related to financing, forming and administering PSCFD No. 1. The authorized costs of services include the costs of labor, material, administration, personnel, equipment and utilities.

City of Calimesa 3
Public Services Community Facilities District No. 1
Accountability Report, Fiscal Year Ended June 30, 2023
II. SPECIAL TAX COLLECTIONS AND EXPENDITURES
The table below provides a summary of the Special Taxes received, interest accrued, transfers and expenditures within PSCFD No. 1 for the fiscal year specified.

DESCRIPTION AMOUNT
BEGINNING BALANCE AS OF JULY 1, 2022 $459,125.55
Sources of Funds
Special Tax Receipts $810,505.14
Interest Accrued 9,112.61
Subtotal: Sources $819,617.75
Uses of Funds
Administrative Expenses ($11,278.97)
Public Safety Services (700,000.00)
Subtotal: Uses ($711,278.97)
ENDING BALANCE AS OF JUNE 30, 2023 $567,464.33

City of Calimesa
Community Facilities District No. 2012-1
(Singleton Heights)
Special Tax & Bond Accountability Report
Fiscal Year 2022/2023
Prepared for:

City of Calimesa
908 Park Avenue
Calimesa, CA 92320
Page
T. 909.795.9801
51 of 195
City of Calimesa
William Kolbow, City Manager
Celeste Reid, Finance Director
908 Park Avenue
Calimesa, CA 92320
T. 909.795.9801
F. 909.795.4399
Special Tax Administrator
Koppel & Gruber Public Finance
Lyn Gruber / Nick Farrel
334 Via Vera Cruz, Suite 256
San Marcos, CA 92078
T. 760.510.0290
F. 760.510.0288

TABLE OF CONTENTS
BACKGROUND………………………………………………………………………..........1
SECTION I. SUMMARY....................................................................................................... 2 SECTION II. BOND PROCEEDS......................................................................................... 3 SECTION III. SPECIAL TAX COLLECTIONS & EXPENDITURES ............................ 4 SECTION IV. EXPENDITURES TO FUND AUTHORIZED FACILITIES.................... 6

City of Calimesa 1
Community Facilities District No. 2012-1(Singleton Heights) Accountability Report, Fiscal Year Ended June 30, 2023

BACKGROUND
The Local Agency Special Tax and Bond Accountability Act (“Accountability Act”) was enacted by California State Legislature through Senate Bill 165 to provide accountability measures for any local special tax and/or bond measure subject to voter approval on or after January 1, 2001. According to the requirements of the Accountability Act (Sections 50075.1 and 53410 of the Government Code of the State of California), an annual report must be filed by the local agency levying a special tax and/or issuing a bond measure by January 1, commencing January 1, 2002 and each year thereafter and shall contain a description of the following:
(1) The amount of funds collected and expended.
(2) The status of any project required or authorized to be funded by the special tax measure.

This report (“Accountability Report) is being prepared for the Community Facilities District No. 2012-1 (Singleton Heights) (“CFD 2012-1”) of the City of Calimesa (“City”) for fiscal year ended June 30, 2023 pursuant to and in accordance with the requirements outlined in the Accountability Act.

City of Calimesa 2
Community Facilities District No. 2012-1(Singleton Heights) Accountability Report, Fiscal Year Ended June 30, 2023
I. SUMMARY
On April 16, 2012, the City Council (“Council”) of the City established CFD No, 2012-1 which includes two Improvement Areas (“IA”), pursuant to the provisions of the MelloRoos Community Facilities Act of 1982, as amended (the “Act”). CFD No. 2012-1 is authorized to levy two special taxes; one to pay for facilities or debt service on bonds issued to acquire the facilities, and; one to pay maintenance services (“Services”).

Bonds were issued on August 20, 2014 in the amount of $2,855,000 (the “2014 Bonds”).

The annual debt service on the 2014 Bonds is being repaid by the facilities Special Tax A levied on properties within Improvement Area No. 1.

Bonds were issued on May 18, 2017 in the amount of $4,205,000 (the “2017 Bonds”).

The annual debt service on the 2017 Bonds is being repaid by the facilities Special Tax A levied on properties within Improvement Area No. 2.

Services costs that can be funded by CFD No. 2012-1 include, but are not limited to the irrigated open space areas; non-irrigated open space or fuel modification areas; streetscape landscaping; slope landscaping; landscape improvements associated with the drainage easement areas and/or detention basins (both irrigated and non-irrigated); and public street lighting within and associated with the development of properties within Singleton Heights (Tract 26811). Special Tax B, the services special tax, has been collected on both Improvement Areas.

City of Calimesa 3
Community Facilities District No. 2012-1(Singleton Heights) Accountability Report, Fiscal Year Ended June 30, 2023
II. BOND PROCEEDS
The 2014 Bonds were issued in the aggregate principal amount of $2,855,000. Proceeds of the Bonds were used to finance certain capital facilities fees of the City of Calimesa (“City”) and Yucaipa Valley Water District relating to public facility improvements serving property within CFD No. 2012-1, IA No. 1, fund reserve fund, fund capitalized interest and pay cost of issuance of the 2014 Bonds. The table below summarizes the application of the Bond proceeds:
2014 BOND PROCEEDS

FUND/ACCOUNT/SUBACCOUNT BOND PROCEEDS
Acquisition and Construction Fund $2,352,653.65
Reserve Fund 231,310.58
Costs of Issuance Fund 125,000.00
Interest Account 16,042.67
Original Issue Discount 77,175.60
Underwriter’s Discount 52,817.50
TOTAL $2,855,000.00
The 2017 Bonds were issued in the aggregate principal amount of $4,205,000. Proceeds of the Bonds were used to finance certain capital facilities fees of the City and Yucaipa Valley Water District relating to public facility improvements serving property within CFD No. 2012-1, IA No. 2, fund reserve fund, fund capitalized interest and pay cost of issuance of the 2017 Bonds. The table below summarizes the application of the Bond proceeds:
2017 BOND PROCEEDS

FUND/ACCOUNT/SUBACCOUNT BOND PROCEEDS
Acquisition and Construction Fund $3,621,338.75
Reserve Fund 327,293.58
Costs of Issuance Fund 134,500.00
Interest Account 7,946.62
Original Issue Discount 50,846.05
Underwriter’s Discount 63,075.00
TOTAL $4,205,000.00

City of Calimesa 4
Community Facilities District No. 2012-1(Singleton Heights) Accountability Report, Fiscal Year Ended June 30, 2023
III. SPECIAL TAX COLLECTIONS AND EXPENDITURES
The tables below provide a summary of the Special Taxes deposited, interest accrued, transfers and other transactions within the funds established for collection and disbursement of the Facilities and Services portions of the Special Tax.

FACILITIES SPECIAL TAX A
IMPROVEMENT AREA NO. 1

DESCRIPTION AMOUNT
BEGINNING BALANCE AS OF JULY 1, 2022 $205,510.57
Sources of Funds
Special Tax Receipts $172,396.93
Interest Accrued 3,399.93
Miscellaneous Transfers (in) 120.43
Subtotal: Sources $175,817.29
Uses of Funds
Administrative Expenses ($15,515.87)
Debt Service (152,225.00)
Miscellaneous Transfers (out) (0.00)
Subtotal: Uses ($167,740.87)
ENDING BALANCE AS OF JUNE 30, 2023 $213,586.99

1. Transfer from Interest Account on February 21, 2023.

FACILITIES SPECIAL TAX A
IMPROVEMENT AREA NO. 2

DESCRIPTION AMOUNT
BEGINNING BALANCE AS OF JULY 1, 2022 $129,522.77
Sources of Funds
Special Tax Receipts $234,320.29
Interest Accrued 1,285.94
Miscellaneous Transfers (in) 1541.86
Subtotal: Sources $236,148.09
Uses of Funds
Administrative Expenses ($13,660.62)
Debt Service (210,175.03)
Miscellaneous Transfers (out) (0.00)
Subtotal: Uses ($223,835.65)
ENDING BALANCE AS OF JUNE 30, 2023 $141,835.21

1. Transfer from Interest Account on February 21, 2023.

City of Calimesa 5
Community Facilities District No. 2012-1(Singleton Heights) Accountability Report, Fiscal Year Ended June 30, 2023

SERVICES SPECIAL TAX B (MAINTENANCE)
IMPROVEMENT AREA NO. 1 AND NO. 2

DESCRIPTION AMOUNT
BEGINNING BALANCE AS OF JULY 1, 2022 $937,044.94
Sources of Funds
Special Tax Receipts $207,209.54
Interest Accrued 20,977.38
Subtotal: Sources $228,186.92
Uses of Funds
Administrative Expenses ($14,600.82)
Street Light Maintenance (8,697.36)
Water and Sewer Maintenance (18,676.57)
Services (129,634.70)
Subtotal: Uses ($171,609.45)
ENDING BALANCE AS OF JUNE 30, 2023 $993,622.41

City of Calimesa 6
Community Facilities District No. 2012-1(Singleton Heights) Accountability Report, Fiscal Year Ended June 30, 2023
IV. EXPENDITURES TO FUND AUTHORIZED FACILITIES
An account entitled “Construction Fund” was established in connection with the issuance of the 2015 Bonds, into which a portion of the proceeds from the 2015 Bonds were deposited and disbursed for the costs of the authorized facilities. The amount deposited in the Project Costs Account and interest accrued, transfers and expenditures made to fund the authorized facilities from the 2015 Bond are summarized below.

IA 1 CONSTRUCTION FUND

DESCRIPTION AMOUNT
Sources of Funds
Initial Bond Proceeds Deposited $2,352,653.65
Interest Accrued 2,778.71
Miscellaneous Transfers (in)
1 168,753.45
Subtotal: Sources $2,524,185.81
Uses of Funds
Facilities ($2,472,858.98)
Miscellaneous Transfers (out)
2 (4,813.27)
Subtotal: Uses ($2,477,672.25)
ENDING BALANCE AS OF JUNE 30, 2023 $46,513.56
1 Includes transfer from remaining unused funds held in the Cost of Issuance Account and excess funds transferred from the Reserve Fund.
2 Includes transfer to satisfy the Reserve Requirement.

An account entitled “Project Costs Account” was established in connection with the issuance of the CFD No. 2012-1, IA No. 2 2017 Bonds, into which a portion of the proceeds from the 2017 Bonds were deposited and disbursed for the costs of the authorized facilities. The amount deposited in the Project Costs Account was fully expended for authorized facilities and the account was subsequently closed during FY 2019/2020.

City of Calimesa
Community Facilities District No. 2013-1
(JP Ranch)
Special Tax & Bond Accountability Report
Fiscal Year 2022/2023
Prepared for:

City of Calimesa
908 Park Avenue
Calimesa, CA 92320
Page
T. 909.795.9801
60 of 195
City of Calimesa
William Kolbow, City Manager
Celeste Reid, Finance Director
908 Park Avenue
Calimesa, CA 92320
T. 909.795.9801
F. 909.795.4399

Special Tax Administrator
Koppel & Gruber Public Finance
Lyn Gruber / Nick Farrel
334 Via Vera Cruz, Suite 256
San Marcos, CA 92078
T. 760.510.0290
F. 760.510.0288

TABLE OF CONTENTS
BACKGROUND………………………………………………………………………..........1
SECTION I. SUMMARY....................................................................................................... 2 SECTION II. BOND PROCEEDS......................................................................................... 3 SECTION III. SPECIAL TAX COLLECTIONS & EXPENDITURES ............................ 4 SECTION IV. EXPENDITURES TO FUND AUTHORIZED FACILITIES.................... 7

City of Calimesa 1
Community Facilities District No. 2013-1(Highpointe)
Accountability Report, Fiscal Year Ended June 30, 2023

BACKGROUND
The Local Agency Special Tax and Bond Accountability Act (“Accountability Act”) was enacted by California State Legislature through Senate Bill 165 to provide accountability measures for any local special tax and/or bond measure subject to voter approval on or after January 1, 2001. According to the requirements of the Accountability Act (Sections 50075.1 and 53410 of the Government Code of the State of California), an annual report must be filed by the local agency levying a special tax and/or issuing a bond measure by January 1, commencing January 1, 2002 and each year thereafter and shall contain a description of the following:
(1) The amount of funds collected and expended.
(2) The status of any project required or authorized to be funded by the special tax measure.

This report (“Accountability Report) is being prepared for the Community Facilities District No. 2013-1 (JP Ranch) (“CFD No. 2013-1”) of the City of Calimesa (“City”) for fiscal year ended June 30, 2023 pursuant to and in accordance with the requirements outlined in the Accountability Act.

City of Calimesa 2
Community Facilities District No. 2013-1(Highpointe)
Accountability Report, Fiscal Year Ended June 30, 2023
I. SUMMARY
On August 5, 2013, the City Council (“Council”) of the City established CFD No. 2013-1 and three Improvement Areas (“IA”), pursuant to the provisions of the Mello-Roos Community Facilities Act of 1982, as amended (the “Act”). CFD No. 2013-1 is authorized to levy two special taxes; one to pay for facilities or debt service on bonds issued to acquire the facilities, and; one to pay landscaping maintenance services (“Services”).

Bonds were issued on August 13, 2015 in the amount of $1,565,000 (the “2015 Bonds”).

The annual debt service on the 2015 Bonds is being repaid by the facilities Special Tax A levied on properties within IA No. 1.

Bonds were issued on November 6, 2016 in the amount of $1,530,000 (the “2016 Bonds”). The annual debt service on the 2016 Bonds is being repaid by the facilities Special Tax A levied on properties within IA No. 2.

Bonds were issued on May 20, 2020 in the amount of $3,038,475.84 (the “2020 Bonds”).

The annual debt service on the 2020 Bonds is being repaid by the facilities Special Tax A levied on properties within IA No. 3.

Services that may be funded by CFD No. 2013-1 include but are not limited to the irrigated open space areas; non-irrigated open space or fuel modification areas; streetscape landscaping; slope landscaping; landscape improvements associated with the drainage easement areas and/or detention basins (both irrigated and non-irrigated); and public street lighting within and associated with the development of properties within Highpointe (Tracts 26925, 30386, 30386-1 and 30386-2).

City of Calimesa 3
Community Facilities District No. 2013-1(Highpointe)
Accountability Report, Fiscal Year Ended June 30, 2023
II. BOND PROCEEDS
The 2015 Bonds were issued in the aggregate principal amount of $1,565,000. Proceeds of the 2015 Bonds were used to finance certain capital facilities fees of the City relating to public facility improvements serving property within CFD 2013-1, IA No. 1, fund the reserve fund and pay cost of issuance for the 2015 Bonds. The table below summarizes the application of the 2015 Bond proceeds:
2015 BOND PROCEEDS

FUND/ACCOUNT/SUBACCOUNT BOND PROCEEDS
Acquisition and Construction Fund $1,244,960.38
Reserve Fund 125,733.51
Costs of Issuance Fund 125,000.00
Original Issue Discount 40,147.70
Underwriter’s Discount 29,158.41
TOTAL $1,565,000.00
The 2016 Bonds were issued in the aggregate principal amount of $1,530,000. Proceeds of the Bonds were used to finance certain capital facilities fees of the City relating to public facility improvements serving property within CFD No. 2013-1, IA 2, fund the reserve fund and pay cost of issuance for the 2016 Bonds. The table below summarizes the application of the 2016 Bond proceeds:
2016 BOND PROCEEDS

FUND/ACCOUNT/SUBACCOUNT BOND PROCEEDS
Acquisition and Construction Fund $1,140,307.06
Reserve Fund 109,016.44
Costs of Issuance Fund 201,800.00
Original Issue Discount 48,276.50
Underwriter’s Discount 30,600.00
TOTAL $1,530,000.00

City of Calimesa 4
Community Facilities District No. 2013-1(Highpointe)
Accountability Report, Fiscal Year Ended June 30, 2023
The 2020 Private Placement Bonds were issued in the aggregate principal amount of $3,038,475.84. Proceeds of the Bonds were used to finance certain capital facilities fees of the City relating to public facility improvements serving property within CFD No. 2013-1, IA 3, pay Capitalized Interest on the 2020 Private Placement, fund the reserve fund and pay cost of issuance for the 2020 Private Placement The table below summarizes the application of the 2020 Private Placement Bond proceeds:
2020 PRIVATE PLACEMENT BOND PROCEEDS

FUND/ACCOUNT/SUBACCOUNT BOND PROCEEDS
Acquisition and Construction Fund $2,684,623.86
Reserve Account 112,938.92
Capitalized Interest Fund 89,413.06
Costs of Issuance Account 151,500.00
TOTAL $3,038,475.84

City of Calimesa 5
Community Facilities District No. 2013-1(Highpointe)
Accountability Report, Fiscal Year Ended June 30, 2023
III. SPECIAL TAX COLLECTIONS & EXPENDITURES
The tables below provide a summary of the Special Taxes deposited, interest accrued, transfers and other transactions within the funds established for collection and disbursement of the Facilities and Services Special Taxes.

FACILITIES SPECIAL TAX A
IMPROVEMENT AREA 1

DESCRIPTION AMOUNT
BEGINNING BALANCE AS OF JULY 1, 2022 $102,261.83
Sources of Funds
Special Tax Receipts $100,267.79
Interest Accrued 1,605.94
Miscellaneous Transfers (in) 111.21
Subtotal: Sources $101,884.94
Uses of Funds
Administrative Expenses ($10,044.76)
Debt Service (84,372.50)
Miscellaneous Transfers (out) (0.00)
Subtotal: Uses ($94,417.26)
ENDING BALANCE AS OF JUNE 30, 2023 $109,729.51

1. Transfer from Interest Account on February 21, 2023.

FACILITIES SPECIAL TAX A
IMPROVEMENT AREA 2

DESCRIPTION AMOUNT
BEGINNING BALANCE AS OF JULY 1, 2022 $104,347.74
Sources of Funds
Special Tax Receipts $86,323.98
Interest Accrued 1,781.70
Miscellaneous Transfers (in) 10.07
Subtotal: Sources $88,105.75
Uses of Funds
Administrative Expenses ($9,480.18)
Debt Service (70,618.78)
Miscellaneous Transfers (out) (0.00)
Subtotal: Uses ($80,098.96)
ENDING BALANCE AS OF JUNE 30, 2023 $112,354.53

1. Transfer from Interest Account on February 21, 2023.

City of Calimesa 6
Community Facilities District No. 2013-1(Highpointe)
Accountability Report, Fiscal Year Ended June 30, 2023

FACILITIES SPECIAL TAX A
IMPROVEMENT AREA 3

DESCRIPTION AMOUNT
BEGINNING BALANCE AS OF JULY 1, 2022 $149,275.50
Sources of Funds
Special Tax Receipts $155,436.42
Interest Accrued 2,799.73
Miscellaneous Transfers (in) 1250.82
Subtotal: Sources $158,486.97
Uses of Funds
Administrative Expenses ($11,927.16)
Debt Service (117,379.89)
Miscellaneous Transfers (out) (0.00)
Subtotal: Uses ($129,307.05)
ENDING BALANCE AS OF JUNE 30, 2023 $178,455.42

1. Transfer from Interest Account on February 21, 2023.

SERVICES SPECIAL TAX B
IMPROVEMENT AREA NO. 1, NO. 2 AND NO. 3

DESCRIPTION AMOUNT
BEGINNING BALANCE AS OF JULY 1, 2022 $567,971.36
Sources of Funds
Special Tax Receipts $213,427.58
Interest Accrued 11,568.26
Miscellaneous Transfers (in) 0.00
Subtotal: Sources $224,995.84
Uses of Funds
Administrative Expenses ($14,606.55)
Street Light Maintenance (9,465.87)
Water and Sewer Maintenance (6,948.76)
Services (215,140.81)
Subtotal: Uses ($246,161.99)
ENDING BALANCE AS OF JUNE 30, 2023 $546,805.21

City of Calimesa 7
Community Facilities District No. 2013-1(Highpointe)
Accountability Report, Fiscal Year Ended June 30, 2023
IV. EXPENDITURES TO FUND AUTHORIZED FACILITIES
An account entitled “Construction Fund” was established in connection with the issuance of the CFD No. 2013-1, IA No. 1 2015 Bonds, into which a portion of the proceeds from the 2015 Bonds were deposited and disbursed for the costs of the authorized facilities.

The amount deposited in the Construction Fund from the 2015 Bond issuance has been fully expended for authorized facilities and the account was subsequently closed during FY 2015/2016.

An account entitled “Acquisition and Construction Fund” was established in connection with the issuance of the 2016 Bonds, into which a portion of the proceeds from the 2016 Bonds were deposited and disbursed for the costs of the authorized facilities. The amount deposited in the Construction Fund and interest accrued, transfers and expenditures made to fund the authorized facilities from the 2016 Bond issuance through June 30, 2023 are summarized below.

IA 2 ACQUISITION AND CONSTRUCTION FUND

DESCRIPTION AMOUNT
Sources of Funds
Initial Bond Proceeds Deposited $1,140,307.06
Interest Accrued 876.43
Miscellaneous Transfers (in) 17,370.63
Subtotal: Sources $1,148,554.12
Uses of Funds
Facilities ($1,144,703.41)
Miscellaneous Transfers (out)
2 (2,539.24)
Subtotal: Uses ($1,147,242.65)
ENDING BALANCE AS OF JUNE 30, 2023 $1,311.47
1 Includes excess earnings transferred from the Reserve Fund. 2 Includes excess earnings transferred to the Reserve Fund.

An account entitled “Acquisition and Construction Fund” was established in connection with the issuance of the CFD No. 2013-1, IA No. 3 2020 Private Placement Bonds, into which a portion of the proceeds from the 2020 Bonds were deposited and disbursed for the costs of the authorized facilities. The amount deposited in the Acquisition and Construction Fund and interest accrued, transfers and expenditures made to fund the authorized facilities from the 2020 Private Placement Bond issuance through June 30, 2023 are summarized below. The amount deposited in the Construction Fund from the 2020 Bond issuance has been fully expended for authorized facilities and the account was subsequently closed during FY 2022/2023.

City of Calimesa 8
Community Facilities District No. 2013-1(Highpointe)
Accountability Report, Fiscal Year Ended June 30, 2023
IA 3 ACQUISITION AND CONSTRUCTION FUND

DESCRIPTION AMOUNT
Sources of Funds
Initial Bond Proceeds Deposited $2,684,623.86
Interest Accrued 812.57
Miscellaneous Transfers (in) 14,376.74
Subtotal: Sources $2,689,813.17
Uses of Funds
Facilities ($2,686,243.66)
Miscellaneous Transfers (out) 2(3,569.51)
Subtotal: Uses ($2,689,813.17)
ENDING BALANCE AS OF JUNE 30, 2023 $0.00
1 Includes excess earnings transferred from the Reserve Fund and $1,000.00 transferred from the Cost of Issuance fund to close the account.
2 Includes excess earnings transferred to the Reserve Fund and a transfer of $319.12 to the Interest Account to close this account.

City of Calimesa
Community Facilities District No. 2018-1
(Summerwind Trails)
Special Tax & Bond Accountability Report
Fiscal Year 2022/2023
Prepared for:

City of Calimesa
908 Park Avenue
Calimesa, CA 92320
Page
T. 909.795.9801
71 of 195
City of Calimesa
William Kolbow, City Manager
Celeste Reid, Finance Director
908 Park Avenue
Calimesa, CA 92320
T. 909.795.9801
F. 909.795.4399
Special Tax Administrator
Koppel & Gruber Public Finance
Lyn Gruber / Nick Farrel
334 Via Vera Cruz, Suite 256
San Marcos, CA 92078
T. 760.510.0290
F. 760.510.0288

TABLE OF CONTENTS
BACKGROUND………………………………………………………………………..........1
SECTION I. SUMMARY....................................................................................................... 2 SECTION II. BOND PROCEEDS......................................................................................... 3 SECTION III. SPECIAL TAX COLLECTIONS & EXPENDITURES ............................ 4 SECTION IV. EXPENDITURES TO FUND AUTHORIZED FACILITIES.................... 5

City of Calimesa 1
Community Facilities District No. 2012-1(Singleton Heights) Accountability Report, Fiscal Year Ended June 30, 2023

BACKGROUND
The Local Agency Special Tax and Bond Accountability Act (“Accountability Act”) was enacted by California State Legislature through Senate Bill 165 to provide accountability measures for any local special tax and/or bond measure subject to voter approval on or after January 1, 2001. According to the requirements of the Accountability Act (Sections 50075.1 and 53410 of the Government Code of the State of California), an annual report must be filed by the local agency levying a special tax and/or issuing a bond measure by January 1, commencing January 1, 2002 and each year thereafter and shall contain a description of the following:
(1) The amount of funds collected and expended.
(2) The status of any project required or authorized to be funded by the special tax measure.

This report (“Accountability Report) is being prepared for the Community Facilities District No. 2018-1 (Summerwind Trails) (“CFD No. 2018-1”) of the City of Calimesa (“City”) for fiscal year ended June 30, 2023 pursuant to and in accordance with the requirements outlined in the Accountability Act.

City of Calimesa 2
Community Facilities District No. 2012-1(Singleton Heights) Accountability Report, Fiscal Year Ended June 30, 2023
I. SUMMARY
On July 16, 2018, the City Council (“Council”) of the City established the CFD which includes one Improvement Area (“IA”) and a designated Future Annexation Area, pursuant to the provisions of the Mello-Roos Community Facilities Act of 1982, as amended (the “Act”). CFD No. 2018-1 is authorized to levy two special taxes; one to pay for facilities or debt service on bonds issued to acquire the facilities, and; one to pay maintenance services (“Services”).

Bonds were issued on September 2, 2020 in the amount of $14,325,000 (the “2020 Bonds”). The annual debt service on the 2020 Bonds is being repaid by Special Tax A levied on properties within IA No. 1. Services that may be funded through the collection of Special Tax B of CFD No. 2018-1, IA No. 1 include, but are not limited to the cost of providing park landscape maintenance, lighting maintenance, streets and sidewalk maintenance, street landscape maintenance, storm drain and detention basin maintenance services within and associated with the development of properties within Summerwind Trails (Tracts 32702-1 through 32702-6).

City of Calimesa 3
Community Facilities District No. 2012-1(Singleton Heights) Accountability Report, Fiscal Year Ended June 30, 2023
II. BOND PROCEEDS
The 2020 Bonds were issued in the aggregate principal amount of $14,325,000. Proceeds of the Bonds were used to finance certain capital facilities fees of the City of Calimesa (“City”) and Yucaipa Valley Water District relating to public facility improvements serving property within CFD No. 2018-1, IA No. 1, fund reserve fund, fund capitalized interest and pay cost of issuance of the 2020 Bonds. The table below summarizes the application of the Bond proceeds:
2020 BOND PROCEEDS

FUND/ACCOUNT/SUBACCOUNT BOND PROCEEDS
Acquisition and Construction Fund $14,078,084.75
Reserve Fund 1,097,276.95
Costs of Issuance Fund 194,400.00
TOTAL1
$15,369,761.70
1 Total Bond proceeds deposited are net of the Original Issue Premium and Underwriter’s Discount.

City of Calimesa 4
Community Facilities District No. 2012-1(Singleton Heights) Accountability Report, Fiscal Year Ended June 30, 2023
III. SPECIAL TAX COLLECTIONS AND EXPENDITURES
The tables below provide a summary of the Special Taxes deposited, interest accrued, transfers and other transactions within the funds established for collection and disbursement of the Facilities and Services portions of the Special Tax.

FACILITIES SPECIAL TAX A
IMPROVEMENT AREA NO. 1

DESCRIPTION AMOUNT
BEGINNING BALANCE AS OF JULY 1, 2022 $835,615.14
Sources of Funds
Special Tax Receipts $698,441.55
Interest Accrued $13,729.63
Miscellaneous Transfers (in) 1$162.59
Subtotal: Sources $712,333.76
Uses of Funds
Administrative Expenses ($14,982.13)
Debt Service (658,200.00)
Miscellaneous Transfers (out) 2(0.01)
Subtotal: Uses ($673,182.13)
ENDING BALANCE AS OF JUNE 30, 2023 $874,766.77

1. Transfer from Interest Account on February 22, 2023.

2. $0.01 was transferred to the Interest account to correct a rounding difference.

SERVICES SPECIAL TAX B

MAINTENANCE

DESCRIPTION AMOUNT
BEGINNING BALANCE AS OF JULY 1, 2022 $351,564.38
Sources of Funds
Special Tax Receipts $222,954.58
Interest Accrued 10,056.78
Subtotal: Sources $233,011.36
Uses of Funds
Administrative Expenses ($21,372.22)
Service Costs (0.00)
Miscellaneous Transfers (out) (0.00)
Subtotal: Uses ($21,372.22)
ENDING BALANCE AS OF JUNE 30, 2023 $563,203.52

City of Calimesa 5
Community Facilities District No. 2012-1(Singleton Heights) Accountability Report, Fiscal Year Ended June 30, 2023
IV. EXPENDITURES TO FUND AUTHORIZED FACILITIES
An account entitled “Acquisition and Construction Fund” was established in connection with the issuance of the 2020 Bonds, into which a portion of the proceeds from the 2020 Bonds were deposited and disbursed for the costs of the authorized facilities. The amount deposited into the Acquisition and Construction Fund from the 2020 Bond issuance was fully expended for authorized facilities during FY 2020/2021 and the account was subsequently closed.

City Council Meeting
Agenda Report
Agenda Item No. 8
SUBJECT: SUMMERWIND TRAILS PLAN PHASE 1 PARK: REDUCTION OF FAITHFUL PERFORMANCE BOND.

MEETING DATE: November 6, 2023
PREPARED BY: Will Kolbow, City Manager
Michael Thornton, City Engineer
RECOMMENDATION: Staff recommends that City Council take the following actions:
• Accept the Park Improvements Completed by the Developer. • Authorize Staff to reduce the Park Improvement Faithful Performance Bonds to 10% of the total amount to be retained as the Warranty Bonds for a period of 1 year. • Authorize Staff to release the Payment Bonds.

BACKGROUND: The Summerwind Ranch at Oak Valley Specific Plan (approved in 2005) required the Master Developer (Developer) to construct a 6.32-acre public park located in Planning Area A5 at the southwest corner of Chestnut Road and Engleman Road. Subsequently, the Developer submitted conceptual park plans to the City’s Community Development Department which performed a Substantial Conformance Review (SC 20-01) of the plans that were approved by the Planning Manager on April 14th 2021. This approval included a condition of approval requiring the Developer to provide bond/sureties covering the cost of park improvements prior to start of construction.

On December 20, 2021, City Council approved and executed a Project Improvement Agreement between the City and Developer for the Summerwind Trails Phase 1 Park Improvements. The Bond amounts are summarized below:
• Faithful Performance in the amount of $2,303,000.00 (Bond No. 1087128) • Payment (Labor and Materials) in the amount of $1,151,500.00 (Bond No. 1087128) The Developer has completed the work and therefore requests the faithful performance bonds be reduced (10% of the total bond amount to be maintained as Warranty for a period of 1 year).

In accordance with Section 2 of the Project Improvement Agreement, the City Engineer hereby notifies the City Council that the Developer has completed the park improvements in compliance with approved improvement plans and all applicable City standards. City Staff recommends that Council authorize the reduction of the faithful performance bond to $230,300.00 and release the payment bond.
• Faithful Performance in the amount of $230,300.00 (Bond No. 1087128)

City Council Meeting
Agenda Report
Agenda Item No. 9
SUBJECT: CALRECYCLE GRANT RESOLUTION
MEETING DATE: November 6, 2023
PREPARED BY: Mari Shakir, Associate Engineer
RECOMMENDATION: That the City Council:
a. Adopt Resolution No. 2023-69, a Resolution of the City Council of the City of Calimesa California, authorizing submittal of individual grant applications for all CalRecycle grant programs for which the City of Calimesa is eligible, and
b. Identify the City Manager as the signature authority authorized to sign all grant-related documents necessary to implement and close out the grants.

BACKGROUND: Grant Resolutions are required to apply for all CalRecycle grant programs.

CalRecycle has now notified grant applicants that grant resolutions must identify the time period during which the authorizations are valid, with the minimum duration allowable as the grant term and the maximum duration as five years. The City of Calimesa adopted its prior grant resolution in May of 2017 without a specified time period, so a new resolution must be adopted for the City to continue to apply for CalRecycle grants.

The City applies annually to the Beverage Container Recycling City/County Payment Program and will be applying for the second round of SB 1383 Local Assistance Grant Program.

FISCAL IMPACT: There is no fiscal impact at this time.

ATTACHMENTS:

Attachment A: Resolution No. 2023-69

RESOLUTION 2023-69

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

CALIMESA CALIFORNIA, AUTHORIZING SUBMITTAL OF

INDIVIDUAL GRANT APPLICATIONS FOR ALL CALRECYCLE

GRANT PROGRAMS FOR WHICH THE CITY OF CALIMESA IS

ELIGIBLE
WHEREAS, Public Resources Code sections 48000 et seq. authorize the Department of Resources Recycling and Recovery (CalRecycle) to administer various grant programs (grants) in furtherance of the State of California’s (state) efforts to reduce, recycle and reuse solid waste generated in the state thereby preserving landfill capacity and protecting public health and safety and the environment; and WHEREAS, in furtherance of this authority CalRecycle is required to establish procedures governing the application, awarding, and management of the grants; and WHEREAS, CalRecycle grant application procedures require, among other things, an applicant’s governing body to declare by resolution certain authorizations related to the administration of CalRecycle grants.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CALIMESA HEREBY FINDS, DETERMINES, RESOLVES AND ORDERS AS FOLLOWS:

Section 1: Authorize the submittal of applications to CalRecycle for all grants for which the City of Calimesa is eligible; and
Section 2: That the City Manager, or their designee, is hereby authorized and empowered to execute in the name of the City of Calimesa all grant documents, including but not limited to, applications, agreements, amendments and requests for payment, necessary to secure grant funds and implement the approved grant project; and Section 3: That these authorizations are effective for five years from the date of adoption.

PASSED, APPROVED, and ADOPTED this 6
th day of November 2023.
________________________________

WILLIAM DAVIS, MAYOR
ATTEST:
_________________________________

DARLENE GERDES, CITY CLERK
Attachment 9A

City Council Meeting
Agenda Report
Agenda Item No. 10
SUBJECT: APPROVE SUPPLEMENTAL AGREEMENT WITH RIVERSIDE

COUNTY DEPARTMENT OF HOUSING, HOMELESS

PREVENTION AND WORKFORCE SOLUTIONS (HHPWS) FOR

COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) PROJECT
NO. 5.CM.04-23, NORTON YOUNGLOVE SENIOR CENTER ADA
IMPROVEMENTS, PHASE III, PROJECT NO 2022-08 (PROJECT.)
MEETING DATE: November 6, 2023
PREPARED BY: Will Kolbow, City Manager
Margaret Monson, Public Works Director
RECOMMENDATION: That the City Council approve an amended agreement with Riverside County Department of Housing, Homeless Prevention and Workforce Solutions (HHPWS) for Community Development Block Grant (CDBG) Project No. 5.CM.01-21 for the amount of $32,722 for the construction of the Norton Younglove Senior Center ADA Improvements, Phase III, Project No 2022-08 (Project).

BACKGROUND: The City Council approved an application for funding from the federal Community Development Block Grant (CDBG) and a plan for the Norton Younglove Senior Center ADA Improvements, Phase III, Project No 2022-08 (Project) in January of 2021. This plan would provide for the reconstruction to current standards of the ADA accessible walkway from the existing ADA accessible parking space to the front entrance of the City Hall to the Senior Center. HHPWS has awarded CDBG FY 2023-2024 funding in the amount of $32,372.

DISCUSSION: HHPWS awarded the funding on August 23, 2023 for the Project to the City and the County Board of Supervisors requires a Supplemental Agreement for the Project.

FISCAL IMPACT: No additional appropriation is necessary at this time.

ATTACHMENTS:

Attachment A: HHPWS Supplemental Agreement

Attachment 10A

City Council Meeting
Agenda Report
Agenda Item No. 11
SUBJECT: TENTATIVE TRACT MAP 36583 IN THE CITY OF BEAUMONT –

RELEASE OF CV COMMUNITIES, LLC BOND AND ACCEPT
EXETER CHERRY VALLEY, LLC BOND FOR THE I-10/CHERRY

VALLEY INTERCHANGE
MEETING DATE: November 6, 2023
PREPARED BY: Will Kolbow, City Manager
Michael Thornton, City Engineer
RECOMMENDATION: That City Council authorize staff to release the CV Communities Bond (Bond No. 1000757382) in the amount of $1,000,000.00 and accept Exeter Cherry Valley Bond (Bond No. 800113435) in the same amount for the Cherry Valley Interchange for plans, specifications, estimates and right-of-way acquisition.

BACKGROUND: On November 18, 2014, the City Council for the City of Beaumont approved Tentative Tract Map (TTM) 36583 and Environmental Impact Report (EIR) for CV Communities, LLC (CV Communities) to construct approximately 500 residential units. The Final EIR for TTM 36583 included Mitigation Measure T-1, requiring the Developer to participate in TUMF or construct off site facilities to mitigate the Projects traffic impacts, including impacts to the I-10/Cherry Valley Blvd interchange. Calimesa filed for a CEQA challenge to ensure that Mitigation Measure T-1 was included with the project conditions of approval and funds collected under this mitigation measure will be used for the preparation of the I-10/Cherry Valley Interchange Improvements plans, specifications, and estimates (PS&E) and right-of-way acquisition phases.

On September 12, 2016, a settlement agreement was executed by the City of Calimesa, City of Beamont, and CV Communities. As part of this settlement, the Developer furnished the City of Calimesa with a Faithful Performance Bond (Bond No. 1000757382) in the amount of $1,000,000.00 for I-10/Cherry Valley Interchange Improvements plans, specifications, and estimates (PS&E) and right-of-way acquisition phases.

Exeter Cherry Valley, LLC (Exeter) has acquired the property and has requested that the City of Calimesa accept a replacement bond. Staff recommends that Council authorize the release of the CV Communities Faithful Performce Bond (Bond No. 1000757382) in the amount of $1,000,000.00 and accept the Exeter Faithful Performance Bond (Bond No. 800113435) in the same amount ($1,000,000.00).

Exeter, an Industrial Warehouse Developer, will be processing an entitlement application with the City of Beaumont. Included with its application, Exeter will prepare a Traffic Impact Analysis (TIA)

that will identify the project fair share cost related to the new interchange. Calimesa Staff will review the project TIA to ensure that project impacts are properly mitigated including fair share contribution toward the I-10/Cherry Valley Boulevard Interchange.

FISCAL IMPACT: None
ATTACHMENTS:

Attachment 1: Sunny-Cal Final Settlement Agreement
Attachment 2: CV Communities Faithful Performance Bond (Bond No. 1000757382) Attachment 3: Exeter Faithful Performance Bond (Bond No. 800113435)

Attachment 11A

Attachment 11B

Attachment 11C

City Council Meeting
Agenda Report
Agenda Item No. 12
SUBJECT: SHOP LOCAL CALIMESA DIGITAL GIFT CARD PROGRAM
MEETING DATE: November 6, 2023
PREPARED BY: Will Kolbow, City Manager
RECOMMENDATION: That the City Council approve Resolution No. 2023-70, approving a contract with Hinderliter, de Llamas and Associates, Inc. (HdL); a contract with Yiftee, Inc. for the development of a digital gift card program, and allocate $50,000 from General Fund unreserved fund balance for the purpose of implementing a strategy to support local businesses with a shop local digital gift card program.

BACKGROUND: Although the COVID-19 pandemic is largely behind us, there are still lingering effects of the pandemic, particularly in the small business sector. Many such businesses have experienced significant financial strains due to the shutdowns, labor shortages, and supply chain inflation costs. Small businesses make up over 99% of businesses in the nation and account for 60 million jobs. Due to the pandemic, over 200,000 of those businesses closed their doors permanently in 2020 and that number continues to rise two years later. In Calimesa, small businesses account for a super majority of businesses in town.

DISCUSSION: Small businesses in Calimesa continue to struggle three years after the pandemic began and have been dealing with inflation for the past y ear. Our businesses depend on local foot traffic to be successful. It may take years for the small business sector to recover, as it did from the 2008-09 recession. The Digital Gift Card Program is an innovative way to stimulate local consumer spending, thereby supporting locally owned small and independently owned businesses in Calimesa. When dollars are spent locally, most are reinvested in the local community in the form of jobs and taxes. The HdL/Yiftee digital gift card program is being used by the cities of South Gate, San Leandro, Murrieta, Oakley, Hercules, Hawthorne, Canyon Lake Angles Camp, Pinole just to name a few. The Yiftee Community Digital Gift Card Program is a cost-effective way to stimulate the local economy and assist small businesses in recovery. It also provides additional savings to residents who shop locally. As an example, the proposed digital gift card program would have the resident buy a gift card valued at $25, and the program would provide another $25 gift card for a combined $50 in gift card dollars to be spent locally. In other words, it is a buy one and get one free for residents.

To initiate the program, the City would enter into Yiftee's Community Card Customer Agreement (Exhibit A). There is no set-up or monthly costs. The costs paid to Yiftee are:

1. The value of the bonus card provided,

2. The $1 plus 5% eDelivery fee (purchaser fee) plus a $1 gift fee per card, and

3. The Participating Merchant fees charged by MasterCard.

To assist with the branding costs associated with the development of the "Shop Local Calimesa" campaign, marketing of the digital gift card, and related signage and posters for participating businesses, we are proposing an agreement with HdL Companies through their EconSolutions division. HdL has partnered and brought this program to several of their clients over the last year.

HdL would work with staff and the Calimesa Chamber of Commerce to help ensure a successful program. HdL Companies' costs for their services would be in a not to exceed contract of $17,000.

HdL Companies has been a critical partner with the City of Calimesa providing information on sales tax and property tax for numerous years.

Staff has spoken to the Calimesa Chamber of Commerce Executive Assistant and presented this program and to seek their assistance in supporting the program and help with the marketing efforts to the Calimesa business community. The discussion was positive and felt it would help drive business to Calimesa’s small business community.

The goal of having the program operational in time for the holiday shopping season to help promote a shop local campaign and small business Saturday. The digital gift card can only be used at participating Calimesa Businesses that are independently owned, not corporate owned nor multifranchisee owned. The City can limit the type of business categories that can participate. Most cities have limited the type of participating businesses to:

1. Retail

2. Restaurant/Café,and

3. Personal Services, such as:
a. Hair Stylists
b. Barbers,
c. Estheticians,
d. Nail salons,
e. Dry cleaners,
f. Auto repair,
g. Pet groomers, and
h. Fitness/specialty studios, including martial arts, yoga, dance, and music.

The business must also operate in a physical storefront location, have a current City business license, and have no current code enforcement actions pending against them.

The values for the Digital Gift Cards will include $25, $50, and $100 amounts.

FISCAL IMPACT: The fiscal impact of this action will be up to $50,000 in the General Fund. This action will appropriate $50,000 to General Fund account 01-1200-7210, which has been used for economic development purposes previously.

ATTACHMENTS:

Attachment A: Resolution No. 2023-70 with Exhibit A & B

RESOLUTION NO. 2023-70

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CALIMESA,

CALIFORNIA APPROVING A SHOP LOCAL DIGITALGIFT CARD PROGRAM

WITH COMPONENTS AND IMPLEMENTATION MEASURES TO SUPPORT

LOCAL MERCHANTS IN CALIMESA
WHEREAS, the COVID-19 pandemic has resulted in numerous detrimental impacts on a global scale and include national, regional, and local impacts; and WHEREAS, the Calimesa business community have experienced these impacts; and
WHEREAS, the Calimesa City Council seeks ways to assist the Calimesa small business community in their recovery from the impact of the pandemic, inflation, and supply chain challenges; and
WHEREAS, to support this pilot program the City Council is appropriating $50,000 from the General Fund to pay for:

1. The $1 plus 5% eDelivery fee (purchaser fee) plus a $1 bonus gift fee per card,

2. A bonus gift card to incentivize the use of the program and provide a benefit to all community members,

3. Branding costs associated with the development of the "Shop Local Calimesa" campaign, and

4. Marketing costs for advertisement and promotion of the program and related point-of sale signage and posters for participating businesses; and WHEREAS, working with Yiftee, Inc. and HdL Companies who have significant experience in starting up such shop local programs using digital gift cards that have proven extremely successful for participating businesses and residents will be a costeffective way to stimulate the local economy and assist small businesses.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CALIMESA DOES HEREBY RESOLVE AS FOLLOWS:

Section 1. The City Council hereby declares that the recitals set forth above are true and correct and are incorporated herein by reference.

Section 2. The City Council hereby appropriates $50,000 in General Fund unreserved fund balance for purposes of carrying out a pilot digital gift card program to support local small businesses in Calimesa.

Section 3. The City Council does hereby authorize the City Manager to sign a Professional Services Agreement with Yiftee, Inc., attached hereto as Exhibit "A", to provide the community with a digital gift card program.

Attachment 12A

Section 4. The City Council does hereby authorize the City Manager to sign a Professional Services Agreement with HdL Companies, attached hereto as Exhibit “B”, to assist in marketing, advertising, and other support services to implement the digital gift card pilot program.

PASSED, APPROVED AND ADOPTED this 6
th day of November, 2023.
_____________________________________

WILLIAM DAVIS, MAYOR
ATTEST:
_________________________________________

DARLENE GERDES, CITY CLERK

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PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF CALIMESA AND
HINDERLITER, DE LLAMAS AND ASSOCIATES, INC.

1. PARTIES AND DATE.

This Professional Services Agreement (“Agreement”) is made and entered into this _____ day of November, 2023 (“Effective Date”), by and between the City of Calimesa, a California municipal corporation ("City") and Hinderliter, De Llamas and Associates, Inc., a California Corporation, with its principal place of business at 120 S. State College Blvd., Suite 200, Brea, CA 92821("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement.

Consultant represents that it is experienced in providing professional economic development consulting services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such professional services for the planning of and administrative support for a digital gift card program with Yiftee ("Project") as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional economic development consulting necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

Additionally, Consultant shall comply with all Federal requirements applicable to the Services as set forth in Exhibit “A-I.” attached hereto and incorporated herein by reference.

3.1.2 Term. The term of this Agreement shall commence on the Effective Date and continue for a 18-month period unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services.

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3.2 Responsibilities of Consultant.

3.2.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee.

Any personnel performing the Services on behalf of Consultant shall not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.

3.2.2 Schedule of Services. Consultant shall perform the Services in a prompt and timely manner and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services expeditiously. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. The key personnel for performance of this Agreement are as follows: Barry Foster, Principal/Managing Director, Ken Duran, Senior Advisor and Tim Campbell, Analyst.

3.2.5 City's Representative. The City hereby designates Will Kolbow, City Manager, or his designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Services or change the total compensation due to Consultant under this Agreement. The City Administrator shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Services or change the Consultant's total compensation subject to the provisions contained in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than the City Administrator, City's Representative or his/her designee.

3.2.6 Consultant's Representative. Consultant hereby designates Barry Foster, Principal/Managing Director, or his designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement.

The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and

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procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.

3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its subconsultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.2.9 Period of Performance. Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”).

Consultant shall also perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or which may be separately agreed upon in writing by the City and Consultant (“Performance Milestones”). Consultant agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such Performance Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.

3.2.10 Laws and Regulations; Employee/Labor Certification. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. All violations of such laws and regulations shall be grounds for the City to terminate the Agreement for cause.

3.2.10.1 Employment Eligibility; Consultant. Consultant certifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time and shall require all subconsultants and sub-subconsultants to comply with the same. Consultant certifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement.

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3.2.10.2 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.2.10.3 Air Quality. To the extent applicable, Consultant must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources Board (CARB). Consultant shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Consultant, its subconsultants, or others for whom Consultant is responsible under its indemnity obligations provided for in this Agreement.

3.2.10.4 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed.

3.2.11 Insurance.

3.2.11.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.

3.2.11.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.
(A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 0001, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); (3) products/completed operations liability; or (4) containing any other exclusion(s) contrary to the terms or purposes of this Agreement.

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(B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence. (C) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease.

3.2.11.3 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Commercial General Liability:
(1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement. Additional Insured Endorsements shall not: (i) be restricted to "ongoing operations"; (ii) exclude "contractual liability"; (iii) restrict coverage to "sole" liability of Consultant; or (iv) contain any other exclusions contrary to the terms or purposes of this Agreement.
(2) For all policies of Commercial General Liability
insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement. (3) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (B) Automobile Liability – Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
(C) Workers' Compensation:
(1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Waiver of Subrogation: A waiver of subrogation
stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.

3.2.11.4 Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

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3.2.11.5 Waiver of Subrogation. All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

3.2.11.6 Deductibles and Self-Insured Retentions. Any deductible or selfinsured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

3.2.11.7 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

3.2.11.8 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

3.2.11.9 Enforcement of Agreement Provisions (non estoppel).

Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.

3.2.11.10 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.

3.2.11.11 Additional Insurance Provisions
(A) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations

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otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(B) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(C) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (D) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
(E) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
(F) Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.

3.2.11.12 Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All policies of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.

3.2.12 Water Quality Management and Compliance. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority.

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Consultant must additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges. City may seek damages from Consultant for delay in completing the Services caused by Consultant’s failure to comply with the laws, regulations and policies described in this Section, or any other relevant water quality law, regulation, or policy.

3.3 Fees and Payments.

3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed Seventeen Thousand Dollars ($17,000.00) without written approval of the City Council or City Manager as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. The City Manager will have authority to approve Extra Work within 10% of the total compensation.

3.3.2 Payment of Compensation. Consultant shall submit to City a quarterly invoice, no later than the fifteenth (15th) calendar day of each quarter, which indicates work completed and hours of Services rendered by Consultant during the prior month. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice. City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein.

Payment shall not constitute acceptance of any Services completed by Consultant. The making of final payment shall not constitute a waiver of any claims by the City for any reason whatsoever.

3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "C" of this Agreement.

3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.

Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

3.3.5 Rate Increases. In the event that this Agreement is renewed pursuant to Section 3.1.2, the rate set forth in Exhibit “C” may be adjusted at the time of renewal as set forth in Exhibit “C.”

3.4 Labor Code Requirements.

3.4.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is

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$1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.4.2 Registration/DIR Compliance. If the Services are being performed on a public works project of over $25,000 when the project is for construction, alteration, demolition, installation, or repair work, or a public works project of over $15,000 when the project is for maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“DIR”). Consultant shall maintain registration for the duration of the project and require the same of any subconsultants. This project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Any stop orders issued by the DIR against Consultant or any subconsultant that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the DIR against Consultant or any subconsultant.

3.4.3 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.5 Accounting Records.

3.5.1 Maintenance. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable.

3.5.2 Inspection. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

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3.6 General Provisions.

3.6.1 Termination of Agreement.

3.6.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause.

3.6.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.

3.6.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.6.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

If to Consultant: HdL Companies
120 S. State College Blvd. Suite 200
Brea, CA 91821
ATTN: Barry Foster, Principal/Managing Director
If to City: City of Calimesa
908 Park Avenue
Calimesa, California 92320
ATTN: Will Kolbow, City Manager
With a courtesy copy to:

Quinn M. Barrow, City Attorney
908 Park Avenue
Calimesa, California 92320
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.6.3 Ownership of Materials and Confidentiality.

3.6.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or

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sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City’s express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.

3.6.3.2 Subconsultants. Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or its subconsultants, or those provided to Consultant by the City.

3.6.3.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re-use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.

3.6.3.4 Indemnification. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted.

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3.6.3.5 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

3.6.3.6 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information.

Consultant shall have five (5) working days after receipt of the Release Notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of the Objection Notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information.

3.6.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.6.5 Indemnification.

3.6.5.1 To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses except such loss or damage caused by the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall survive expiration or termination of this Agreement and shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.

3.6.5.2 If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is

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defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

3.6.6 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.

3.6.7 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.

3.6.8 Attorney’s Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney’s fees and all other costs of such action.

3.6.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.6.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3.6.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.6.12 Assignment; Subcontracting. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Consultant shall not subcontract any portion of the Services required by this Agreement, except as expressly stated herein, without prior written approval of City.

Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

3.6.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work

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days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.6.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.6.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

3.6.16 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.6.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.6.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.6.19 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.6.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.6.21 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification obligations, shall survive any such expiration or termination.

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SIGNATURE PAGE TO

PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN

THE CITY OF CALIMESA AND HINDERLITER, DE LLAMAS
AND ASSOCIATES, INC.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

CITY:

City of Calimesa,
a California municipal corporation
By:

Name: Will Kolbow
Title: City Manager
ATTEST:

By:

Name: Darlene Gerdes
Title: City Clerk
APPROVED AS TO FORM:

By:

Name: Quinn M. Barrow
Title: City Attorney
CONSULTANT:

Hinderliter, De Llamas and Associates,
Inc.,
a California corporation
By:

Name: Andrew Nickerson
Title: President/CEO

PROOF OF AUTHORITY TO BIND

CONTRACTING PARTY REQUIRED

Exhibit “A”-1
EXHIBIT "A"

SCOPE OF SERVICES
Consultant shall provide services pursuant to the terms set forth in this agreement and formulate a plan for and the administration of a shop local digital gift card program with Yiftee, including but not limited to the following components.
• Assist the City in designing, developing, marketing and/or refining, plus administrative support for implementing and operating a digital gift card program with Yiftee. • Helping the City to develop a strategy for spending limits, targeted business participants, plus marketing and outreach coordination with City staff and local business representatives for implementing and operating a shop local digital gift card program with Yiftee.
• Provide the City with administrative services to successfully operate the shop local digital gift card program, including needed reports to measure the success of the program and if necessary make adjustments or refinements.

Exhibit B-1
EXHIBIT “B”

SCHEDULE OF SERVICES
Consultant shall complete the Services within the schedules agreed upon by the City and Consultant to complete the Services within the term of the Agreement.

Exhibit C-1
EXHIBIT "C"

COMPENSATION
Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth below for a total compensation amount not to exceed Fifteen Thousand Dollars ($15,000.00) over the term of the Agreement.

Hourly Consulting Rates
Staff Position Hourly Rate
Principal $250
Sr. Advisor $180
Analyst $100

Yiftee Community Card Customer Agreement, Revised 2022-09-18 Community Card Customer Agreement
THIS AGREEMENT (the “Agreement”) is made effective as of __________, 2023 (the “Effective Date”) by and between Yiftee Inc., a Delaware corporation, with an address at 325 Sharon Park Drive #215, Menlo Park, CA 94025 (“Yiftee”) and _____________________________ with an address at ______________ _________________________________________(“Customer”). The parties agree a follows:

1. Definitions.

1.1 “Merchant” means a merchant, prospect or other contact that may be using or desire to use Yiftee Services to redeem Community Cards.

1.2 “Participant” means a Merchant who has opted to participate in a Community Card by running an Activation Card and agreeing to the Merchant Agreement.

1.3 “Yiftee Services” means Yiftee’s Community Card-giving platform. It is the technology foundation for Community Cards.

1.4 “Purchaser” means a person or entity that purchases or redeems Community Cards.

1.5 “Community Card” means a digital virtual gift voucher used as payment for goods or services at a Participant.

1.6 “Offer” or “Offers” mean specific benefits that Participants provide to consumers who use their Community Cards in their store, as determined by the Participants and posted on their Community Card web page.

1.7 “Chargeback” means a purchase that has been disputed by the person who owns the credit card used to purchase a Community Card. Chargebacks cause the amount of the purchase to be refunded to the cardholder out of Yiftee’s bank account and often also include an associated fee.

2. Merchant Enrollment.

2.1 Merchant Enrollment Obligations
(a) Customer will collect a set of Merchants who have elected to participate in the Yiftee Services.

Merchants must all be located in the same state in the USA, due to varying gift card laws by state. Each Merchant must agree to the Yiftee Merchant Agreement located on the Yiftee.com website. Merchants who have not agreed to the Merchant Agreement will not be able to utilize the Yiftee Services to redeem Community Cards. Customer will upload into the Yiftee Services or provide the names of the Merchants who intend to participate to Yiftee. Upon the agreed upon launch date, the billing for the Yiftee Services will begin (“Commencement Date”). This billing will include the agreed-upon cost for each Participant or group thereof as defined in Appendix A. (b) Yiftee will provide to Customer or directly to Merchants, upon receipt of the set of Merchant names in 2.1a, a set of unique Activation Cards to be run by each Merchant. Customer will inform Merchants of their individual Activation Card and provide instructions on its use. Additionally, Customer will inform Merchants that running the Activation Card implies consent to the Merchant Agreement located on the Yiftee.com website.

Yiftee Community Card Customer Agreement, Revised 2022-09-18 (c) As Merchants run the Activation Cards, they will be included in the set of Merchants enabled to participate in the Yiftee Services, i.e. the Participants. Participant may also post their Offers to be available for Community Card holders who redeem Community Cards in their stores. (d) Yiftee will bill Customer or Merchants as described in Appendix A. Customer can add or remove Participants and fees will be adjusted accordingly, if applicable. There will be no retroactive adjustments allowed by Yiftee (that is, a canceled Participant’s billing obligation will result in that Participant’s cost to Customer, as defined in Appendix A, to be eliminated beginning only on the next annual billing cycle). A Participant may be added to the list of Participants at any time (“Enrollment Time”), with billing adjustment for said Participant to begin immediately and to be included in the current month’s billing. (e) Each party shall comply with good, ethical and moral business practices and all applicable laws and regulations in engaging in any activities here under.
(f) Fees and payment terms applicable to the subject matter here under shall be as set forth in Appendix A. Customer is not entitled to compensation other than what is described in Appendix A. (g) Customer is responsible and liable for any disputes or liability arising out of its relationships with Merchants and Participants, except with respect to any liability of Yiftee under this agreement.

2.2 Yiftee Materials.

Yiftee may provide Customer with certain materials for use in conjunction with promoting the Yiftee Services here under (“Yiftee Materials”). No rights or licenses, express or implied, are granted in those Yiftee Materials or otherwise, except as expressly and unambiguously set forth in this Agreement.

2.3 Limited Licenses.

Subject to the terms and conditions of this Agreement, Yiftee hereby grants to Customer, a nonexclusive, non-transferable, non-assignable, non-sublicensable right and license to access and use the Yiftee Services and Yiftee Materials solely for the purposes of Customer’s performance of this Agreement.

2.4 Trademark License.

Subject to the terms and conditions of this Agreement, Yiftee hereby grants Customer and Customer hereby grants Yiftee a non-exclusive, non-transferable, non-assignable, non-sublicensable, royalty-free license to use Yiftee’s or Customer’s name, trade names, trademarks, service marks, and logos (collectively, a party’s “Marks”) solely in connection with Customer’s and Yiftee’s promotion and marketing of the Yiftee Services, subject to written usage guidelines, if any, made mutually available.

3. Chargebacks. When purchasing Community Cards using Purchasers’ credit cards or other forms of payment using the Yiftee “Order Desk” functionality, or any purchase using Customer’s Community Card account with a third party credit card that is not Customer’s, Customer is responsible for verifying that the Purchaser owns the payment instrument and has authority to use it for said purchase. Should Yiftee receive a Chargeback, Yiftee will attempt to cancel any outstanding value on the Community Card purchased and Customer will be liable for any remaining balance and fees incurred by Yiftee. Customer is not liable for Chargebacks for Community Cards purchased through the normal Yiftee Community Card process where Customer is not party to the purchase.

Yiftee Community Card Customer Agreement, Revised 2022-09-18

4. Ownership. As between the parties, Yiftee owns all right, title and interest in and to the Yiftee Services, Yiftee’s Marks and the Yiftee Materials. Customer owns all right, title and interest in and to Customer’s Marks.

5. Warranties Disclaimer. YIFTEE AND ITS LICENSORS MAKE NO WARRANTIES TO CUSTOMER,

EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY,

NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING OUT OF USAGE OR TRADE, COURSE OF DEALING AND COURSE OF PERFORMANCE.

6. Liability Limitation. EXCEPT FOR LIABILITY ARISING UNDER SECTION 8, NEITHER PARTY (NOR ITS

LICENSORS) WILL BE LIABLE OR OBLIGATED WITH RESPECT TO ANY SUBJECT MATTER OF THIS

AGREEMENT OR UNDER ANY CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE

THEORY, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHATSOEVER, FOR ANY

SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA OR USE AND IN NO EVENT SHALL EITHER PARTY’S LIABILITY EXCEED THE GREATER OF $500 OR THE AMOUNTS PAID AND/OR PAYABLE BY YIFTEE TO

CUSTOMER (AND/OR BY CUSTOMER TO YIFTEE, IF PAYMENTS ARE PAYABLE BY CUSTOMER TO YIFTEE IN ACCORDANCE WITH PROPOSAL) HEREUNDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE APPLICABLE CLAIM.

7. Term and Termination.

7.1 Term. This Agreement shall be effective as of the Effective Date and shall continue in full force on an annual period from the Effective Date, and thereafter shall automatically renew annually, unless and until either party terminates this Agreement pursuant to Section 7.2.

7.2 Termination.
(a) Either party may, at its option, terminate this Agreement upon thirty (30) days written notice to the other party for any reason or for no reason whatsoever. (b) Either party may terminate this Agreement if the other party materially breaches a term of this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice of such breach from the non-breaching party.
(c) Participants are obligated to honor all outstanding Community Cards issued by Yiftee for the entire duration of those Community Cards’ validity periods. Termination does not relieve Participants from honoring conditions outlined in the Merchant Agreement.

7.3 Effect of Termination. Upon any termination: (a) Customer shall immediately cease all promotion of the Yiftee Services and shall immediately return to Yiftee, or at the option of Yiftee, destroy, all Confidential Information (as defined below) of Yiftee disclosed to Customer, Yiftee Materials, and any Yiftee Services, hardware and software provided to Customer here under, (b) Yiftee shall immediately return to Customer, or at the option of Customer, destroy, all Confidential Information of Customer disclosed to Yiftee here under, and (c) all licenses granted under this Agreement shall immediately cease. The following Sections shall survive termination and remain in effect 1, 4, 5, 6, 7.3, 8 and 9. Any termination of this Agreement shall be without prejudice to any other rights or remedies available under this Agreement or at law.

8. Confidentiality. Because of this Agreement, the parties may have access to information that is confidential to the disclosing party (“Confidential Information”). Confidential Information shall include,

Yiftee Community Card Customer Agreement, Revised 2022-09-18 without limitation, Purchaser lists and information relating to the parties’ products and pricing and all information designated as confidential by the disclosing party at the time of disclosure. A party’s Confidential Information shall not include any information which (i) becomes generally publicly available through no wrongful act or omission of the receiving party; (ii) is lawfully acquired by the receiving party from a third party without any breach of a confidentiality obligation; or (iii) is independently developed without use of or reference to the disclosing party’s Confidential Information. Each party agrees to maintain the confidentiality of the other party’s Confidential Information using the same degree of care that it uses with regard to its confidential information of like nature, but in no event less than reasonable care, and to protect as a trade secret any portion of the other party’s Confidential Information by preventing any unauthorized copying, use, distribution, installation or transfer of possession of such information. If required by law, the receiving party may disclose Confidential Information of the disclosing party, but will give adequate prior notice of such disclosure to the disclosing party to permit the disclosing party to intervene and to request protective orders or other confidential treatment therefor. The parties acknowledge that money damages will not be an adequate remedy if this Section 8 is breached and, therefore, either party may, in addition to any other legal or equitable remedies, seek an injunction or other equitable relief against such breach or threatened breach without the necessity of posting any bond or surety.

9. Non-solicitation
During the term of this Agreement, neither party will (on behalf of itself or any other person or entity) solicit any Purchaser or Merchant of the other party to restrict, limit, or terminate such Purchaser’s or Merchant’s participation in the other party’s products and services.

10. Miscellaneous

10.1 Notices. Any notice or other communication required or permitted in this Agreement shall be in writing and shall be deemed to have been duly given on the day of service if served personally or by facsimile transmission with confirmation, or three (3) days after mailing if mailed by First Class mail, registered or certified, postage prepaid, and addressed to the respective parties at the addresses set forth above, or at such other addresses as may be specified by either party pursuant to the terms and provisions of this section.

10.2 Assignment. Customer may not assign or otherwise transfer, without the prior written consent of Yiftee, its rights, duties or obligations under this Agreement to any person or entity, in whole or in part. Yiftee may freely assign or otherwise transfer this Agreement in connection with the sale of all or substantially all of its business or assets. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

10.3 Severability. Any provision of this Agreement that is determined to be unenforceable or unlawful shall not affect the remainder of the Agreement and shall be severable therefrom, and the unenforceable or unlawful provision shall be limited or eliminated to the minimum extent necessary to that this Agreement shall otherwise remain in full force and effect and enforceable.

10.4 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any and all prior agreements between them, whether written or oral, with respect to the subject matter hereof, and may not be amended, modified or provision hereof waived, except in a writing signed by the parties hereto. No waiver by either party, whether express or implied, of any provision of this Agreement, or of any breach thereof, shall constitute a continuing waiver of such provision or a breach or waiver of any other provision of this Agreement.

Yiftee Community Card Customer Agreement, Revised 2022-09-18 IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Customer’s organization (Print): YIFTEE, INC.

Authorized signature: Authorized signature:

Name, Title: Name, Title: Donna Novitsky, Yiftee CEO
Community Card Customer Agreement
APPENDIX A - Pricing
Customer and Participants are not required to pay Yiftee a subscription fee or a revenue share.

Purchasers pay the face value of the Community Card plus a $1+5% of the Community Card value eDelivery fee at the time of purchase. Bulk purchases of one thousand dollars ($1000) or more, and enterprise accounts may, at Yiftee’s sole discretion, qualify for a reduced eDelivery fee by depositing funds into their Yiftee accounts by check or ACH and disabling credit cards. The ability for Customer or a sponsor to pay the eDelivery fee is available.

Participants receive full value of redemptions less credit card processing fees for a card-not-present (CNP) transaction upon redemption. Yiftee does not control these fees; they are set by the Merchant Acquirer who is their credit card processor.

Where permitted by law, Yiftee will implement a monthly maintenance fee on Community Cards that have been inactive (i.e. no spending on the Card) for periods of greater than 12 consecutive months.

Yiftee Community Cards do not generally expire. Subject to applicable laws, in some cases Community Cards given by corporations or merchants as promotions, rewards and awards may have expiration dates. In the case of Community Cards expiring, Yiftee retains 10% of the original Community Card value not to exceed the remaining unspent funds and refunds the balance to the purchaser’s Yiftee Community Card account. eDelivery fees are not refunded. Expiring Community Cards do not incur maintenance fees.

Participants may choose, at their discretion, to post Offers to encourage Purchasers to use their Community Cards in their stores.

Participants may choose, at their discretion, to offer rebates as fund raisers to local groups such as schools, churches and other non-profits. Such programs are an incentive for the local groups to sell Community Cards to their members, and for the Purchasers to use them in specific stores who are offering rebates. Yiftee will work with the Participants and Purchasers to execute such programs.

No tipping is allowed on Yiftee Community Cards.

The maximum and minimum prices of Community Cards are determined by Yiftee in its sole discretion.