Agenda packet — Highland City Council, March 10, 2026 (part 4 of 4)

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Section 26. “Senior Citizen Household” means a lawful senior household, in compliance with applicable fair housing laws and California Civil Code Section 51.3.

Section 27.

“Senior Citizen Unit” means all units in the project except the manager’s uni t
;
all units except the manager’s unit are restricted to occupancy by a Senior Citizen Household as provided under this Regulatory Agreement (Density Bonus).

Section 28.

“Site” means all of the real property and appurtenances as described in the Recitals above, including all structures and other improvements thereon, and those hereafter constructed.

Section

29. “Unit” means a dwelling unit on the

Site.

Section

30. “Very Low Income Households” means households that, at initial occupancy, earn no greater than the income limit for a 50% Income Household for the County as published by TCAC.

Section

31. “Very Low Income Unit” means a Unit
restricted to
a
Very Low Income
Household.

[For Phase 1 of the Two-
Phase Project]:

Section

32. “
45% Very Low Income Households
”

means households that, at initial
occupancy, earn no greater than
the income limit for a
45%
Income Household for the County as
published by TCAC.

Section 31

“
45% Very Low Income Unit
”

means a Unit restricted to a 45% Very Low
Income Household.

ARTICLE II

PERMITTED USES; DENSITY BONUS

CONCESSIONS AND WAIVERS
;

AFFORDABLE

SENIOR HOUSING RESTRICTIONS

Section

1. Permitted

Uses

; Land Use Incentives and Waivers
.

Uses

Developer shall develop the Approved Housing Project on the Site ; t
hereafter,
the Site shall be operated as an Affordable Housing Project

in compliance with this Regulatory
Agreement.

None of the units in the Affordable Housing

Project shall at any time be utilized on a
transient basis nor shall the
Affordable Housing
Project or any portion thereof ever be used as a hotel, motel, dormitory, fraternity or sorority house, rooming house, hospital, nursing home, sanitarium, rest home or trailer court

or park. No part of the Site, from the date Developer acquired a leasehold interest in the Site, has been or will at any time be owned or used as a cooperative housing corporation or a community apartment project or a stock cooperative.

Four Incentives
. Developer shall be entitled to the following four incentives:

(i)

Exterior Storage Space
.

Municipal
Code Section 16.16.040.C.3 requires that
apartments provide a minimum of 200 cubic foot of exterior storage space.

Developer may construct
the Affordable Housing Project with
all storage interior to the units rather than exterior.

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(ii)

Laundry Facilities
.

Municipal
Code Section 16.16.040.E.3.g requires that
apartments located within the R
-

4 Zoning District install laundry facilities, including washers and dryers, in every residential unit.

Developer may construct

a community laundry facility on the
S
ite
rather than individual washers and dryers in every residential unit.

(iii)

Covered Parking.

Table 16.52.030A of the

Municipal

Code requires that
resident parking in the R

-
4 Zoning district be covered within a garage or carport ; g
uest
parking may
be uncovered. Developer may

construct
a
t least

[

for
Single
P
hase
P
roject
:
60 uncovered parking
spaces

and a 8 h

andicapped
parking spaces,

[

for
P
hase
1 of

T
wo-P
hase
project
: forty

(40) uncovered
parking spaces and five (5) handicapped parking spaces]

but

the handicapped spaces must be covered
by carports
].

The
[60][40]
uncovered spaces shall be shaded by trees species as recommended by the City’s Landscape Archite
ct and planted within parking lot landscape islands and half diamond planters as approved by the Highland Planning Commission (through the Design Review process).

(iv)

Masonry Wall
.

Municipal

Code Section 16.16.040.C.13 requires the
construction of a masonry wall 6 feet in height or as approved by the Highland Planning Commission and screen landscaping at least 5 feet in width where a multi -

family dwelling abuts the property in a
single
-

family

district

; under those standards, a

masonry wall would be required along the eastern and
southern property lines and partially along the western property line with screening landscaping. [for
the Single Phase Project,
Develope
r
may construct a tubular steel fence, instead of a masonry wa ll,
along such property lines.]
[for Phase 1 of the Two-
Phase Project, Developer
may construct a tubular
steel fence along the southern property line and partially along the western property line, and the easterly property line separating ph
ases. Phase 2 of the Two

Phase

Project may require vinyl type
fencing along the easterly boundary line contiguous to existing single family residential uses. No masonry wall is required. Screening landscapin
g shall not be used in place of fencing as stipulated
above.]

C
Two Waivers:

Developer

shall be entitled to the following two waivers:

(i)

Unit Size.

Table 16.16.040.B.12 of the

Municipal

Code requires that one
bedroom units be a minimum of 650 square feet in size and that two or more bedroom units be a minimum of 800 square feet in size.

Developer may construct
the one bedroom units

with a size of
542 square feet and the

two
-bedroom with a size of 798 square

feet
.

(ii)

Private Open Space
.

Municipal
Code Section 16.16.040.E.3.d requires each
dwelling unit have a minimum of 150 square feet of private open space with a minimum dimension of 10 feet. Developer may construct and operate the Affordable Housing Project so that

all the open space
shall
be common open space available to be shared by all residents, rather than private open space

in
the form of a common interior multi
-

purpose room and outdoor plaza
.

[
For the Single Phase project
only:

Developer shall provid

e a small seating area near the single

story unit
s

front

doors for one or
two all
-

weather chairs]

[
Note: no single story residential units

in the Phase 1 of the Two

-Phase
Project]
]

Parking:

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Table 16.52.030 of the Municipal Code requires that senior housing projects located in the R - 4 Zoning District provide one space per unit and 0.25 spaces per unit for guest parking. [Based on the
90 units that will be constructed, the development is required to provide 113 parking spaces.]

[

Based
on the 60 units that will be constructed, the development is required to provide 75 parking spaces ].

Government Code section 65915(p)(3) provides that if a development meets the criteria set forth in Government Code section 65915(b)(1)(G)(B) then the development does not need to provide any parking if it is a for

rent housing development for individuals w
ho are 55 years of age or older that
complies with Sections 51.2 and 51.3 of the Civil Code and the development has either paratransit service or unobstructed access, within one
-

half mile, to fixed bus route service that operates at least eight times per d

ay.

The development meets the criteria of Government Code section 65915(b)(1)(G)(B), such that Developer
is not required to provide any parking for the

Affordabl
e Housing Project; nevertheless,
Developer
has agreed (and does hereby agree) to construct

the parking spaces described in Section
1B(iii).

Section

2. Affordable Senior Housing Restrictions
.

In exchange for the foregoing incentives, waivers and agreements:

Number of Units.

During the Base Period, the Required Affordable Units shall be rented to households at the Prescribed Income Levels at Affordable Rent. All of the Units, except the manager’s unit, shall be Senior Citizen Units.

At such time as a tenant ceases to qualify as an Extremely Low Income Household ,
Very Low Income Household

,
or Low Income Household

,
[
for Phase 1 of the Two Phase Project
, a
45% Very Low Income Household]
as applicable,

Developer shall hold

the next available unit of the
same unit size as

a unit available only to an Extremely Low Income Unit
, Very Low Income Unit, or
Low Income Unit,

[

for Phase 1 of the Two Phase Project
, a 45% Very Low Income Household]

as
applicable, except that if more than one tenant of a Required Affordable Unit ceases to qualify, those tenants who are occupants of Extremely Low Income Units shall have priority for the next available unit(s).

Except to the extent prohibited by federal law or other regulatory agreements applicable to the property, in the event a household’s income initially complies with the corresponding income restriction for an Extremely Low Income Household

,
Very Low Income Household

,
or Low
Income Household, [
for Phase 1 of the Two Phase Project
, a 45% Very Low Income Household],

but
the income of such household increases, such increase shall not be deemed to result in a violation of the restrictions of this Regulatory Agree
ment concerning limitations upon income of occupants
, but
Developer must comply with the previous paragraph
.

Duration of Housing Restrictions
. The Required Affordable Units shall be available
to and occupied by Extremely Low Income Households
,
Very Low Income

Households
,
and Low
Income Households
,
[
for Phase 1 of the Two Phase Project
, a 45% Very Low Income Household]

at
Affordable Rent throughout the Required Covenant Period. All tenants residing in any Unit for which rents are limited by virtue of this Regulatory Agreement or pursuant to other regulation during the last two (2) Years of the Required Covenant P
eriod shall be given notice by Developer at least once every

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six (6) months prior to the expiration date of this requirement, that the rent payable on such Unit may be raised to a market rate rent at the end of the Required Covenant Period.

Senior Housing Restriction:

O
ccupancy of all of the Required Affordable Units

shall
be restricted to lawful senior housing and shall comply with California Civil Code Section 51.3.

Selection of Tenants
. As specified below, Developer shall demonstrate to

City
that the
proposed tenants of each of the Required Affordable Units constitutes an Extremely Low Income Household,
Very Low Income

Household,
or
Low Income Household

[

for Phase 1 of the Two Phase
Project
, a 45% Very

Low Income Household]

. Prior to the rental or lease

of an Required Affordable
Unit,
Developer shall require the tenant to execute a written lease and to complete an Income Verification certifying that the tenant(s) occupying the Required Affordable Unit is/are

a lawful senior
household and an Extremely Low Income Household

,
Very Low Income Household

,
or Low Income
Household
[
for Phase 1 of the Two Phase Project
, a 45% Very Low Income Household]

, and meet(s)
the eligibility requirements established for the Required Affordable Unit. Developer shall verify the income of the tenant(s).

Determination of Affordable Rent for the Affordable Units . The

Affordable units shall
be rented at

not more than

Affordable Rent, as defined herein.

Section

3. Developer

Reporting and Records; Tenant Verification.

In satisfying the reporting and verification obligations under this Agreement, Developer may in part use the verification forms attached as exhibits to the separate Regulatory Agreement

(Phase 1
Grant Funds
) entered into between Developer and the Highland Housing Authority.

Income Verification and Certification.

Developer will obtain and maintain on file an
Income Verification from each tenant for every Required Affordable Unit on the Site dated
immediately prior to the initial occupancy of such tenant in the Rental Project.

On that June

15 which first follows commencement of the Improvements and annually thereafter, Developer shall file with

City

or its designee a Certificate, containing all information required pursuant to Health and Safety Code Section

33418, in a form prescribed by

City
. Each
Certificate shall cover the immediately preceding fiscal year.

Developer shall maintain on file throughout the Required Covenant Period each tenant’s executed lease and Income Verification and rental records for the Required Affordable Units.

Developer shall maintain complete and accurate records and will permit any duly authorized representative of

City

to inspect the books and records of Developer pertaining to the

Required
Affordable Units. Developer shall prepare and submit to

City

annually commencing the June 15 first
following the recording of the Memorandum of

Ground Lease and continuing throughout the Required
Covenant Period, a Certificate of Continuing Program Compliance. Such documentation shall state for each Affordable Rental Unit the number of bedrooms,

the rental amount, the number of occupants,
and the income of the occupants and any other information which may be used to determined compliance with

the terms of this Regulatory Agreement.

As part of its annual report, at City’s
request, but not less frequently than prior to each
initial and subsequent rental of each Required Affordable Unit to a new tenant household (but not lease

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renewals) and annually thereafter, Developer shall also provide to City completed income computation, asset evaluation, and certification forms, for any such tenant or tenants, in substantially the form provided by
City

from time to time. Developer shall obtain an annual certification from each household of each Unit demonstrating that such household is an Extremely Low Income Household

,
Very Low
Income Household

,
or Low Income Household

[

for Phase 1 of the Two Phase Project
, a 45% Very
Low Income Household]

, as applicable, and meets the eligibility requirements established for each such Required Affordable
Unit.

Developer shall submit to City

any and all tenant income and occupancy certifications
and supporting documentation required to be submitted to the Authority and/or TCAC; provided,

City

may request (and Developer shall provide) additional documentation to assist

City’s

evaluation of
Developer’s compliance with this Agreement, if determined to be necessary in the reasonable discretion of the City Manager, specifically including (without limitation) any documentation or additional certifications that may be ne
cessary to verify compliance with all requirements from all funding sources, and each tenant’s status as to each Required Affordable Unit as a lawful senior household

The City’s

election to monitor some, but not all, of the

Affordable Housing
Units shall not
constitute a waiver of

the City’s

right to monitor and enforce compliance with respect to all

Affordable
Housing Units in the future.

Verification of Income of New and Continuing Tenants
. Gross income calculations for
prospective (and continuing) tenants shall be determined in accordance with 25 Cal. Code Regs.

Section
6914

, as applicable
. Developer shall verify the income and information provided in the income certification of the proposed tenant as set forth below. (a)

Developer shall verify the income of each proposed tenant of the Affordable Housing

Project and by at least one of the following methods as appropriate to the proposed tenant:

(i)

obtain two (2) paycheck stubs from the person’s two (2) most recent pay periods;

(ii)

obtain a true copy of an income tax return from the person for the most recent tax year in which a return was filed;

(iii)

obtain an income verification certification from the employer of the person;

(iv)

obtain an income verification certification from the Social Security Administration and/or the California Department of Social Services if the person receives assistance from such agencies;

(v)
obtain an alternate form of income verification reasonably requested by Authority, if none of the above forms of verification is available to Developer; or

(vi)

as to the Required Affordable Units obtain verification and supporting documentation of the household as a lawful senior household.

Verification Regarding Eligibility of New Tenants
. Developer shall retain
documentation regarding the eligibility of each new tenant household.

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Section 4. Nondiscrimination.

Developer shall refrain from restricting the rental, sale or lease of the Site, or any portion thereof, on the basis of race, color, creed, religion, sex, marital status, national origin or ancestry of any person. All such deeds, leases or contracts shall

contain or be subject to substantially the
following nondiscrimination or nonsegregation clauses:

(1)
In deeds: “The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision

(a) or (d) of Section

12955 of the Government Code, as those bases
are defined in Sections

12926, 12926.1, subdivision

(m) and paragraph

(1) of subdivision

(p) of
Section

12955, and Sectio
n

12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land.”

(2)
In leases: “The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following c onditions:

“That there shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision

(a) or (d) of Section

12955 of the Government
Code, as those bases are defined in Sections

12926, 12926.1, subdiv

ision

(m) and paragraph

(1) of
subdivision

(p) of Section

12955, and Section

12955.2 of the Government Code, in the leasing,
subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee himself or hersel
f, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or

vendees in the premises
herein leased.”

(3)
In contracts: “There shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of
the Government Code, as those bases are defined in Sections

12926, 12926.1, subdivision

(m) and
paragraph

(1) of subdivision

(p) of Section

12955, and Section

12955.2 of the Government Code, in
the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises which are the subject of this Agreement,

nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, s ublessees, or vendees in
the premises herein conveyed. The foregoing covenants shall run with the land.”

The covenants established in this Agreement and the deeds, if any, for conveyance for the Site shall, without regard to technical classification and designation, be binding for the benefit and in favor of City

The covenants against discrimination as set forth in this Section

4 shall remain in
effect in perpetuity.

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ARTICLE III

ENFORCEMENT

Section

1. Remedies
.

Breach of the covenants contained in this Agreement

may be
enjoined, abated or remedied by appropriate legal proceeding by City. This Agreement

does not in
any way infringe on the right or duties of the City to enforce any of the provisions of the City Code including, but not limited to, the abatement of dangerous buildings.

Section

2. Nuisance. The result of every act or omission whereby any of the covenants contained in this
Agreement

are violated in whole or in part is hereby declared to be and constitutes a nuisance, and every remedy allowable at law or equity, against a nuisance, either public or private, shall be applicable against every such result and may be exercised by any owne r or its successors in
interest, without derogation of City’s rights under law.

Section

3. Right of Entry. In addition to the above general rights of enforcement, City shall have the right through its agents and employees, to enter upon any part of the

Site

for the purpose
of enforcing the California Vehicle Code, and the ordinances and other regulations of City, and for maintenance and/or repair of any or all publicly owned utilities. In addition, City has the right of entry at reasonable hours and upon and after reasonable attempts to contact Developer, on any lot to effect emergen
cy repairs or maintenance which Developer has failed to perform.

Section

4. Costs of Repair. The costs borne by City for repairs or maintenance, emergency and/or non-
emergency, shall become a charge for which Developer shall be responsible.

Section

5. Cumulative Remedies. The remedies herein provided for breach of the covenants contained in this

Agreement

shall be deemed cumulative, and none of such remedies shall be deemed exclusive.

Section

6. Failure to Enforce. The failure to enforce any of the covenants contained in this

Agreement
shall not constitute a waiver of the right to enforce the same thereafter.

Section

7. Enforcement and Nonliability. The City may from time to time make such efforts, if any, as it shall deem appropriate enforce and/or assist in enforcing this Agreement. However, City will not be subject to any liability for failure to affirmatively enforce any provision of this Agreement.

ARTICLE

GENERAL PROVISIONS

Section

1. Severability. Invalidation of any one of these covenants or restrictions by judgment or court order shall in no way affect any other provisions which shall remain in all force and effect.

Section

2. Term. This Agreement shall run with and bind the interest of Developer in the Site, and shall

bind

the owner(s) of all or any portion of or interests in said interest, and shall be

enforceable by City, for a term equal to the Ground Lease , provided; however, that the covenants
regarding nondiscrimination set forth in Section

4 of Article

II of this
Agreement

shall remain in effect
for perpetuity.

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Section 3. Construction. The provisions of this Agreement shall be liberally construed to effectuate its purpose of creating a uniform plan for the development and operation of

senior
rental
housing available at Affordable Rent for Extremely Low Income Households ,
Very Low Income
Households
, and Low Income Households

[

for Phase 1 of the Two Phase Project
, a 45% Very Low
Income Household]
at Affordable Rent
.

Section

4. Amendments. This

Agreement
may be amended only by the written agreement
of Developer and City.

Section

5. Notices. Any notice permitted or required to be delivered as provided herein to Developer shall be in writing and may be delivered by certified mail or reputable overnight delivery service. Notice to City shall

addressed
to the City Manager at 27215 Base Line, Highland, California 92346.

Notice to Developer shall be

addressed
to Wakeland

Highland

, L.P., a

California limited
partnership

, 1230 Columbia St., Suite 950, San Diego, California 92101

Notices by overnight delivery
shall be deemed de
livered on the next business day after delivery to the messenger service; notices by certified mail shall be delivered on the date of delivery or inability to deliver/refusal to accept shown on the return receipt
. Such addresses may be changed from time to time by notice in writing.

A copy of all notices to Developer will be provided to Develope r’s investor limited
partner

. Developer shall provide the City Manager with the name and address of the Developer’s investor limited partner

The investor limited partner will have the same notice and cure rights as Developer hereunder, provided that the Developer’s investor limited partner will be provided with an additional 30 days cure period beyond that provided to Developer. A cure by investor limited partner will be deemed to be a cure
by Developer.

Section 6.

Time of Essence. Time is of the essence of every provision hereof in which time is a factor.

CITY OF HIGHLAND,
a municipal corporation
By:

Carlos Zamano, City Manager

WAKELAND HIGHLAND LP,
a California limited partnership
By:

WAKELAND HIGHLAND LLC,

a California limited liability corporation,

its managing general partner

By:

Rebecca Louie

President and Chief Executive Officer

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Exhibit A to Attachment No. 13

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EXHIBIT “A”

LEGAL DESCRIPTION OF THE SITE
[If the Developer elects to construct a Two-

Phase Project, this legal description will be updated
accordingly]

The real property in the City of Highland, County of San Bernardino, State of California, described as follows:

Parcel A:

ALL THAT PORTION OF THE SOUTHWEST ¼ OF THE NORTHWEST ¼ OF THE NORTHEAST ¼ OF SECTION 5, TOWNSHIP 1 SOUTH, RANGE 3 WEST, SAN

BERNARDINO MERIDIAN, IN THE CITY OF HIGHLAND, COUNTY OF SAN

BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO GOVERNMENT SURVEY,

DESCRIB
ED AS FOLLOWS:

COMMENCING AT A POINT IN THE WEST LINE OF THE NORTHEAST ¼ OF SECTION 5, WHICH IS SOUTH 00 05’ WEST 116.1 FEET FROM THE NORTHWEST ¼ CORNER OF THE SOUTHWEST ¼ OF THE NORTHWEST ¼ OF THE NORTHEAST ¼ OF SAID SECTION 5;

THENCE SOUTH 00 05’ WEST ALONG THE WEST LINE OF SAID NORTHEAST ¼ OF SAID SECTION, 120 FEET;
THEN SOUTH 890 59’ 30” EAST 660.5 FEET, MORE OR LESS, TO THE EAST LINE OF THE SOUTHWEST ¼ OF THE NORTHWEST ¼ OF THE NORTHEAST ¼ OF SAID SECTION;

THENCE NORTH 00 02’ 30” EAST ALONG THE EAST LINE OF THE SOUTHWEST ¼ OF THE NORTHWEST ¼ OF THE NORTHEAST ¼ OF SAID SECTION 120 FEET TO A POINT WHICH IS SOUTH 890 59’ 30” EAST FROM THE POINT OF BEGINNING; THENCE NORTH 890 59’ 30” WEST 660.5 FEET, MORE OR LESS, TO THE POINT OF BEGINNING.

SAVING AND EXCEPTING THEREFROM THE WEST 1 ½ RODS THEREOF INCLUDED IN CENTRAL AVENUE.

APN 1192-431-04-0000

Parcel B:

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Exhibit A to Attachment No. 13

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THAT PORTION OF THE WEST HALF OF THE NORTHWEST ¼ OF THE NORTHEAST ¼ OF SECTION 5, TOWNSHIP 1 SOUTH, RANGE 3 WEST, SAN BERNARDINO

MERIDIAN, IN THE CITY OF HIGHLAND, COUNTY OF SAN BERNARDINO, STATE OF

CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF, DESCR

IBED AS
FOLLOWS:

COMMENCING AT A POINT ON THE WEST LINE OF THE NORTHEAST ¼ OF SECTION 5, WHICH POINT IS SOUTH 00 05’ WEST 236.79 FEET FROM THE NORTHWEST CORNER OF SOUTHWEST ¼ OF THE NORTHWEST ¼ OF THE NORTHEAST ¼ OF SAID SECTION 5, SAID POINT BEING THE SOUTHWEST CORNER OF PARCEL NO. 1 DESCRIBED IN DEED TO A.L. ABBOTT, ET UX, RECORDED IN BOOK 2193 PAGE 325, OFFICIAL R
ECORDS AND BEING MARKED BY SURVEYOR’S
STAKE L.S. 2345;
T

HENCE CONTINUING SOUTH 00 05’ WEST 136.14 FEET TO THE NORTH LINE OF PARCEL NO. 2 DESCRIBED IN DEED TO LAWRENCE B. NELSON, ET UX, RECORDED IN BOOK 2656 PAGE 193 OFFICIAL RECORDS;

THENCE EAST ALONG THE NORTH LINE OF THE NELSON PROPERTY TO A POINT IN THE EAST LINE OF THE SOUTHWEST ¼ OF THE NORTHWEST ¼ OF THE NORTHEAST ¼ OF SECTION 5, WHICH POINT IS SOUTH 136.6 FEET FROM THE SOUTHEAST CORNER OF THE A.L. ABBOTT PARCEL ABOVE REFERRED TO ;

THENCE NORTH ALONG THE EAST LINE OF THE SOUTHWEST ¼ OF THE NORTHWEST ¼ OF THE NORTHEAST ¼, 136.6 FEET TO A SURVEYOR’S STAKE L.S. 2345, SAID STAKE MARKING THE SOUTHEAST CORNER OF SAID A.L. ABBOTT PROPERTY;

THENCE NORTH 890 59’ 30” WEST 660.5 FEET MORE OR LESS TO THE POINT OF BEGINNING.

EXCEPTING THE WEST 1 ½ RODS THEREOF INCLUDED IN CENTRAL AVENUE.

APN 1192-431-05-0000

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Exhibit B to Attachment No. 13

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EXHIBIT “B”

MAP OF THE SITE

(Attached.)

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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )

) ss.

COUNTY OF ____________
)
On

_____________________________
, before me,

_______________________________ , Notary Public,
(Print Name of Notary Public)
personally appeared

who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/the
ir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature of Notary Public

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT Individual
Corporate Officer
___________________________________________________________ Title(s)
___________________________________________________________ Title Or Type Of Document
Partner(s) Limited General
Attorney - In - Fact
Trustee(s)
Guardian/Conservator
Other: _____________________________________

Signer is representing:

Name Of Person(s) Or Entity(ies)

___________________________________________________________

Number Of Pages
___________________________________________________________ Date Of Documents
___________________________________________________________ Signer(s) Other Than Named Above

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STATE OF CALIFORNIA )

) ss.

COUNTY OF ____________
)
On

_____________________________
, before me,

_______________________________ , Notary Public,
(Print Name of Notary Public)
personally appeared

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature of Notary Public

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.

Signer is representing:

Name Of Person(s) Or Entity(ies)

___________________________________________________________

Number Of Pages
___________________________________________________________ Date Of Documents
___________________________________________________________ Signer(s) Other Than Named Above

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STATE OF CALIFORNIA )

) ss.

COUNTY OF ____________
)
On

_____________________________
, before me,

_______________________________ , Notary Public,
(Print Name of Notary Public)
personally appeared

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature of Notary Public

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.

Signer is representing:

Name Of Person(s) Or Entity(ies)

___________________________________________________________

Number Of Pages
___________________________________________________________ Date Of Documents
___________________________________________________________ Signer(s) Other Than Named Above

Page 522 of 609 ends

Attachment No. 14

Page 1 of 6 ends

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ATTACHMENT NO. 14

FORMS OF

GRANT AGREEMENT, LOAN AGREEMENT AND PROMISSORY NOTE

(Attached.)

Page 523 of 609 ends

Attachment No. 14

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GRANT AGREEMENT
THIS AGREEMENT (the “

Agreement
”) is made as of this _____ day of __________, 202

_
,
by and among
W

AKELAND HOUSING AND DEVELOPMENT CORPORATION

, a California
nonprofit public benefit corporation

(the “
Grantee
” or “
Wakeland
”), the HIGHLAND HOUSING
AUTHORITY, a public body, corporate and politic (the “
Grantor
” or “
Authority
”), and the CITY
OF HIGHLAND, a municipal corporation (the “
City
”).

RECITALS

Grantor, City and Wakeland Highland LP a California limited partnership (“
Developer
” or “
Owner
”) have entered into that certain agreement entitled “
Amended and Restated
Disposition and Development/Affordable Housing Agreement” dated as of March 10, 202

6 (the
“
AHA

”). A copy of this AHA is on file with the Grantor as a public record. Capitalized terms not defined herein shall have the respective meanings established therefor in the AHA. Grantee has been provided with and has reviewed the provisions of t
he AHA.

The AHA provides for Developer to develop improvements to certain real property defined therein as the “Site”, including without limitation the construction of housing units and related infrastructure
facilities

on those portions of the Site described in the AHA

as well as the operation of
affordable rental housing under a ground lease, all as more particularly set forth in the AHA.

Under
the
terms of this Agreement, Authority will release certain moneys up to the maximum amount of Four Million Five Hundred Seventy

-
Seven Thousand Four Hundred Fifty Dollars ($4,577,450

.00

)
(the
“
Authority Amount
”

), which is to be used to defray certain costs of developing the Phase 1 Improvements (as that term is defined in the AHA). The release of any such moneys shall be subjec t
to the prior satisfaction of various conditions precedent and consent of Authority as more fully set forth in this Agreement.

With respect to any moneys released by Authority to Wakeland, Wakeland shall disburse
such
moneys to
Developer as a loan pursuant to a Loan Agreement between Wakeland and Developer (the “Loan Agreement”) and a Promissory Note by Developer to Wakeland (“Promissory Note”)
. At Wakeland's option, such loan may be unsecured, or may be secured by a subordinate deed of trust on the Site and Improvements (“Subordinate Deed of Trust”), to pay for

cost
s

of
developing
the Improvements in strict compliance with the AH
A. Wakeland shall and further provided that
Wakeland execute and deliver this Agreement to Authority; but for assurance of the execution and delivery of this Agreement, Authority would not have agreed to such an arrangement regarding the disbursement of m
oney. Wakeland is a sophisticated party with substantial experience in the financing, development and operation of affordable rental housing projects in California. Those moneys which are to be disbursed at the direction of Authority under the AHA are re ferred to herein as the “
Grant
Moneys
” or the “
Grant
” for purposes of this Agreement.

Owner (Developer) is or shall be the owner of those improvements to be developed on the Site under the AHA.

Subject to the terms and conditions as set forth herein, as well as the AHA, Grantor wishes to gra
nt, and Grantee wishes to accept the Grant Moneys so that Grantee may loan them to Owner for Phase 1 (the “
Project

”) .

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NOW, THEREFORE, Grantor and Grantee agree as follows:

1. GRANT
. Grantor and City agree to grant to Grantee, and Grantee agrees to receive the proceeds of the Grant subject to the following terms and conditions:

1.1 Grantee agrees to disburse the proceeds of the Grant to Owner promptly upon release of such moneys by Authority to Grante
e.

1.2 Grantee agrees to not allow Owner to use the proceeds of the Grant in a manner or for purposes other than the acquisition and development of the Project.

The term of this Agreement will terminate upon completion of construction of the Improvements.

2. DISBURSEMENTS

. Grantor agrees to disburse

all of
the Grant Moneys to Grantee
in
a single disbursement upon closing of the primary construction financing of the Improvements upon Grantor’s receipt of a written draw request signed by both Grantee and Developer and which includes:

(a)

a representation that no default by Developer under the Ground Lease has occurred;

(b)
reasonable evidence of the costs to be paid with the funds (such as invoices)

in an
amount that do not

exceed the Project costs in the budget that were to be paid with those Grant Moneys ;

(c
)

appropriate
conditional
mechanics lien waivers from contractors/subcontractors to be paid with the draw.

The Grant Moneys shall not exceed the Authority Amount, and no moneys will be disbursed to Grantee by the City (as the City has deposited with Authority any City funds that are to be used).

Upon receipt

and verification that Grantee and Developer have satisfied the conditions of (a) through (c) above
,
Grantor
shall immediately disburse the Grant Moneys to Owner under the Loan Agreement.

Grantee shall ensure that Owner uses such disbursed Grant Moneys only for purposes in connection wi
th the payment of costs and expenses incurred in connection with the development of the Project ,
which costs may include, but shall not be limited to, design and engineering costs, permit fees, legal fees, fees and costs incurred in connection with the financing of the Project, and construction costs

(collectively,
“
Eligible Uses
”
).

3. REPRESENTATI

ON AND WARRANTY

. Wakeland represents and warrants to each
of Authority and City that any moneys disbursed to Wakeland by Authority shall be applied immediately upon receipt only to defray the cost of
development
of housing improvements on the Site
(or payment to an institutional lender of amounts previously expended for such purpose), which may include supporting infrastructure, in strict conformity with the AHA.

4. INDEMNIFICATION

. Grantee covenants that Grantee shall defend, indemnify and hold harmless each of Grantor, City and their respective officers, trustees, agents, elected officials, and employees (the “Indemnitees”), from and against any and all claims, losses, costs, dam ages, or
liabilities of any kind or nature, whether direct or indirect, arising from or relating to the grant of the Grant proceeds described herein or the use of Grant proceeds by Grantee, Developer or any other entity,

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as well as any other claim, loss, suit, or demand which may arise with respect to this Agreement or the subject matter hereof.

5. GRANTEE’S DEFAULT AND RIGHT TO CURE
. Failure by Grantee to immediately
disburse to Owner Grant Moneys received from Grantor or to cause the expenditure of such Grant Moneys in compliance with the terms hereof shall be a default hereunder. Upon receipt of written notice from Grantor of suc
h default Grantee shall have thirty (30) calendar days from the receipt of such notice to cure such default (except in the case of a default because of failure to disburse Grant Moneys to Owner in which case the period shall be five (5) calendar days) provided, however, that so long as Grantee has commenced to cure within such time, then Grantee shall have a reasonable period thereafter (but not to exceed 120 days) within which to fully cure the default.

6. GRANTOR’S REMEDIES
. Should Grantee fail to cure a default under this
Agreement pursuant to Section 5 above, in addition to other rights and remedies permitted by the Agreement or applicable law, Grantor may choose in its sole discretion to proceed with any or all of the following remedies in any order or combination:

6.1 Bring an action in equitable relief (1)

seeking the specific performance by
Grantee of the terms and conditions of this Agreement, and/or (2)

enjoining, abating, or preventing any
violation of said terms and conditions, and/or (3) seeking declaratory reli ef;

6.2 Bring an action for return of any Grant Moneys disbursed to Grantee that Grantee has not used pursuant to the terms of this Agreement;

6.3 Terminate this Agreement and cease to disburse Grant Moneys;

6.4 Pursue any other remedy allowed at law or in equity; or

6.5 Pursue any other remedy allowed under the AHA and/or this Agreement.

7. GOVERNING LAW
. This Agreement shall be interpreted under and governed by the laws of the State of California consistent with the overriding principle that the moneys disbursed by Authority under the AHA and as described in this Agreement shall be used only as disburse ments to
Developer and shall thereupon be exclusively used for the development of the Improvements as affordable rental housing units.

8. NO WAIVER
. Any waiver by Grantor, City or Grantee of any obligation in this Agreement must be in writing. No waiver shall be implied from any failure of Grantor, City or Grantee to take, or any delay or failure by Grantor or City to take action on any default by Grantee or to pursue any remedy allowed under this Agreement or applicable law. Any extension of time granted to Grantee to perform any obligation under this Agreement shall not operate as a waiver or release from any of its obligations under this Agreement. Consent by Grantor and City or Grantee to any act or omission by the other party shall not be construed to be consent to any other act or omission or to waive the requirement for Grantor, City or Grantee’s written consent to future waivers .

9. NOTICES
. All notices, requests and demands given to or made upon the respective parties shall be deemed to have been given or made when upon deposit with any overnight delivery

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service, or three (3) days after deposit with certified mail, return receipt requested, and addressed as follows:

Grantee:

Wakeland Housing and Development Corporation

1230 Columbia St., Suite 950
San Diego, California 92101
Attention: Rebecca Louie

With a copy to: Goldfarb & Lipman LLP

1300 Clay Street, 11th Floor

Oakland, CA 94162

Attn: Heather Gould

Telephone: (510) 836
-
6336

Email: [email protected]

Grantor: Highland Housing Authority
27215 Base Line

Highland, California 92346
Attention: Executive Director

City:

City of Highland

27215 Base Line

Highland, California 92346
Attention: City Manager

With a copy to: Richards, Watson & Gershon

350 S. Grand Avenue

37 Floor

Attn:

Maricela Marroquin

Telephone: (
213

)

253
-
0270

Email:

[email protected]

10. BINDING UPON SUCCESSORS
. All provisions of this Agreement shall be binding
upon and inure to the benefit of the heirs, administrators, executors, successors - in - interest, transferees, and assigns of each of the parties; provided, however, that this section does not waive the pro

hibition
on assignment of this Agreement by Grantee without Grantor’s consent. The term “Grantee” as used in this Agreement shall include all assigns, successors -

in
-interest, and transferees of Grantee.

11. RELATIONSHIP OF PARTIES
. The relationship of Grantee, City, and Grantor under this Agreement is and shall remain solely that of a grantor and grantee under a grant agreement and shall not be construed as a joint venture, equity venture, partnership, or any other relationship.

Neither
City nor Grantor undertakes nor assumes any responsibility or duty to Grantee (except as provided herein) or to any third party with respect to the matters described herein. Grantee shall have no authority to act as an a
gent of Grantor or City or to bind Grantor or City to any obligation. The relationship of the parties to this Agreement does not affect the relationship of the parties to the AHA.

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12. NO THIRD PARTY BENEFICIARIES . There shall be no third party beneficiaries of this Agreement.

13. AMENDMENTS AND MODIFICATIONS
. Any amendments or modifications to this
Agreement or to the Loan Agreement, Promissory Note or Deed of trust must be in writing, and amendments to this Agreement shall be effective only if executed by each of City, Grantee and Grantor, while amendments

to the Loan Agreement, Promissory Note or Deed of Trust shall be effective only if executed by Grantee and Owner (Developer), and approved by City in writing in advance.

14. TIME
. Time is of the essence in this Agreement.

15. SEVERABILITY . If any provision of this Agreement shall be held invalid, illegal or unenforceable by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired by such holding.

16. EXECUTION OF COUNTERPARTS
. This Agreement may be simultaneously
executed in counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument; provided, however, that only the counterpart delivered to the Grantor shall be deemed th
e original.

SIGNATURE PAGE IS THE NEXT PAGE

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first hereinabove written.

GRANTOR:

HIGHLAND HOUSING AUTHORITY,

a public body, corporate and politic

By:

Name:

Title:

CITY :

CITY OF HIGHLAND,

a municipal corporation

By:

_______________________________

Name: _______________________________

Title: ________________________________

GRANTEE:

WAKELAND HOUSING AND DEVELOPMENT CORPORATION,

a California nonprofit public benefit corporation

By:

Rebecca Louie

President & CEO

Page 529 of 609 ends

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STATE OF CALIFORNIA )

) ss.

COUNTY OF ____________
)
On

_____________________________
, before me,

_______________________________ , Notary Public,
(Print Name of Notary Public)
personally appeared

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature of Notary Public

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.

Signer is representing:

Name Of Person(s) Or Entity(ies)

___________________________________________________________

Number Of Pages
___________________________________________________________ Date Of Documents
___________________________________________________________ Signer(s) Other Than Named Above

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STATE OF CALIFORNIA )

) ss.

COUNTY OF ____________
)
On

_____________________________
, before me,

_______________________________ , Notary Public,
(Print Name of Notary Public)
personally appeared

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature of Notary Public

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.

Signer is representing:

Name Of Person(s) Or Entity(ies)

___________________________________________________________

Number Of Pages
___________________________________________________________ Date Of Documents
___________________________________________________________ Signer(s) Other Than Named Above

Page 531 of 609 ends

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Attachment No. 14

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LOAN AGREEMENT
(Wakeland Highland)
(Authority Grant

Phase 1
)

THIS LOAN AGREEMENT (this “ Agreement ” ) is entered into as of _________________, 202__,
by and among

[
WAKELAND HIGHLAND LP, a California limited partnership

]
(the
“
Borrower
”
), and WAKELAND HOUSING AND DEVELOPMENT CORPORATION, a California nonprofit public benefit corporation (the

“
Lender
”
) (each, a
“
Party
,”

and collectively, the

“
Parties
”
).

RECITALS

A. The Highland Housing Authority, a public body, corporate and politic (the “
Authority
”
) owns that certain real property located in the City of Highland, California,

particularly

described

Exhibit

A
,
attached

hereto

(the

“
Phase 1 S
ite
”
).

The Authority, the City of Highland, a municipal corporation (the

“
City
”
), and the
Borrower have entered into that certain
Amended and Restated Disposition and
Development/Affordable Housing Agreement dated as of _________________, 202

5 (the
“
AHA

”
).

A copy of th

AHA is on file with the
Authority
as a public record. Capitalized terms
not defined herein shall have the respective meanings established therefor in the AHA.

Under that certain Ground Lease dated ____________, the Authority has transferred to Borrower a leasehold interest in the Phase 1
Site, whereupon Borrower shall develop certain
improvements pursuant the AHA, including without limitation the construction of housing units and related infrastructure facilities on those portions of the

Phase 1

Site described in the AHA

(
collectively,
the
“
Phase 1

Improvements
”

or the “
Project
”
).

Borrower is or shall be the owner
of those improvements to be developed on the Pha
se 1

Site under the AHA.

The Authority is releasing certain moneys to the Lender, up to the maximum amount of Four Million Five Hundred Seventy

-
Seven Thousand Four Hundred Fifty Dollars
($4,577,450.00

) (the

“
Authority Amount
”
), which shall be used to defray costs of the
development and construction of the Phase 1
Improvements

described as
“
Eligible Uses
”

in Section
2 of the Grant Agreement
.

The release of any such moneys shall be subject to the prior satisfaction of
the
conditions precedent and consent of the Authority as more fully set forth in

Section 3.1 of
the AHA

and Section 2 of the Grant Agreement
.

Those moneys which are to be disbursed at the
direction of the Authority under the AHA are referred to herein as the “
Funds
”

for purposes of this
Agreement.

Pursuant to that certain Grant Agreement
(Phase 1) by and between Lender,
and
the
Authority, dated _____________ 202

6 (the
“
Grant Agreement
”
),
t
he Authority is granting the
Funds

to the Lender and the Lender shall be designated a payee of the

Funds
.

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Attachment No. 14

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F. The Lender desires to loan, and the Borrower desires to borrow, those Funds pursuant to this Agreement for use in the development of the

Phase 1
Improvements.

NOW, THEREFORE, the Parties agree as follows:

ARTICLE 1

DEFINITIONS AND EXHIBITS
Section 1.1 Definitions .

The following capitalized terms have the meanings set forth in this Section 1.1 wherever used in this Agreement, unless otherwise provided:

(a) " Agreement " shall mean this Loan Agreement.

(b)

"
AHA

" shall have the meaning set forth in

Recital B

of this Agreement.

(c)

"
AHA Documents
" shall mean the AHA, and, if applicable, all other
documents entered into by Lender, an affiliate thereof, or the Borrower and Authority related to the Project and the Funds.

(d)

"
Borrower

shall

mean

Wakeland

Highland
LP,
a

California

limited

P artnership .
(e) " City " shall mean the City of Highland, California. (f)

"
Deed

Trust"

shall

mean

the

Deed

Trust

and

Security

Agreement

the

Borrower in favor of the Lender, which will be entered into upon acquisition of the Phase 1 Site by the Borrower, if

required by Lender

(g) " Default " shall have the meaning set forth in Section 3.1 of this Agreement. (h)

"
Draw

Request
"

shall

have

the

meaning

set

forth

Section

2.7(a)(1)

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Attachment No. 14

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this Agreement.
(i) " Eligible Uses " shall have the meaning set forth in Recital D of this Agreement.
(j)

"
Funds
"
shall have
the

meaning

set

forth

Recital
D
of

this

Agreement.

(k) " Grant Agreement " shall have the meaning set forth in Recital E of this Agreement.

(l) " Phase 1 Improvements " shall have the meaning set forth in Recital C of this Agreement.
(m)

"
Investor

Limited

Partner

shall

have

the

meaning

set

forth

Section

4.4 of this Agreement.
(n) " Lender " shall mean Wakeland Housing and Development Corporation, a California nonprofit public benefit corporation.

(o)

"
Loan
"

shall

mean

the

loan

from

the

Lender

the

Borrower

the
approximate amount of $4,577,450.
(p)

"
Loan

Documents
"

shall

mean

this

Agreement,

the

Note,

[
and

the

Deed

Trust ] .
(q) " General Partner " shall mean [ Wakeland Highland LLC , a California limited liability company
]
.

(r)

"
Note
"

shall

mean

the

promissory
note

that

will

evidence

the

obligation
of
the Borrower to repay the Loan to the Lender, dated of even date herewith.

(s)

"
Project
" shall have the meaning set forth in

Recital C
of this Agreement.

(t) " Phase 1 Sit e " shall have the meaning set forth in Recital A of this Agreement.
(u)

"
Specific Performance

" shall mean mandamus or other suit, action or
proceeding
at

law

equity
to

require

Party

perform

its

obligations

and

covenants

under
the Loan Documents or to enjoin acts on things
which may be unlawful or in violation of the
provisions of the Loan Documents or the

AHA Documents.

(v)

"
Term
"

shall

have

the

meaning

set

forth

Section

2.5 of

this

Agreement.

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Attachment No. 14

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Section 1.2 Exhibits .

The following exhibits are attached to this Agreement and incorporated into this Agreement by this reference:

Exhibit
A
:

Legal

Description of
the

Phase 1

Site

ARTICLE 2

LOAN PROVISIONS
Section

2.1 Loan
.

The Lender shall loan to the Borrower the Loan in the principal amount of up to $4,577,450.00,
for

the

purposes

set

forth
in

Section

2.6 of
this

Agreement.

The

obligation
to

repay
the Loan shall be evidenced by the Note.

Section

2.2 Interest
.

(a) The outstanding principal balance of the Loan shall not bear interest. (b)

the

event
of

Default,

interest

shall

accrue

on
the
outstanding principal,
as of the date of Default (following the expiration of applicable notice and cure periods), and continuing until such time as the Loan funds are repaid in full or the Default is cured, at the default rate of the lesser of ten and No/100ths perce
nt (10.00%), compounded annually, or the
highest rate permitted by law.

Section 2.3 Repayment of the Loan .

The Loan shall be repaid in accordance with the Note.

Section 2.4

Recourse
.

The Loan shall be recourse to the Borrower [ Borrower and Lender may agree prior to closing to make the Loan secured, non

recourse debt

I
which case the loan documents will be appropriately revised] .

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Attachment No. 14

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Section 2.5 Term .

The Term of this Agreement shall commence on the date of this Agreement and continue for fifty-

five years from the date of the closing of the construction financing for the Project, but in no
event later than [ fill in the applicable date at closing ] (the " Term ").

Section 2.6 Use of the Funds; Compliance with AHA Documents .

The Borrower shall use the Funds for Eligible Uses. The Borrower shall comply with the applicable terms of the AHA Documents and

will
not
cause
a
breach
under the
AHA Documents
or
cause
or
permit the development and construction of the Phase 1 Improvements to cause a breach under the AHA Documents.

Section

2.7 Conditions
Precedent

Disbursement
.
(a) Upon satisfaction of the following conditions, the Lender shall promptly loan any of the Funds received from the Authority to the Borrower:
(1)

The Borrower has delivered a request for the Funds (a " Draw

Request
")

for

the
Eligible

Uses,

in
a
form

acceptable

to
the
Lender,
identifying
the amount of the
Loan that the Borrower wishes to draw down.

The Draw Requests for the Funds shall

meet
the
requirements

for

submission
to

the Authority

under the
Grant Agreement

and
comply
with this
Agreement;

(2)

The Authority

has
approved the
Draw

Request
without
qualification

and shall permit disbursement by Lender of the Funds to the Lender and the Borrower; and

(3)

There

exists
no

Default
nor

any

act,

failure,

omission
or condition
that would constitute an event of Default under this Agreement or the Loan Documents.

ARTICLE 3

DEFAULT AND REMEDIES
Section

3.1 Default of
the

Borrower

Each of the following shall constitute a " Default " by the Borrower under this Agreement:
(a) Failure to Make Payment . Failure to repay the principal and any interest on the Loan within ten (10) calendar days of receipt of written notice from the Lender that such payment is due pursuant to the Loan Documents.

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(b) Breach of Covenants . Failure by the Borrower to duly perform, comply with, or observe any of the conditions, terms, or covenants of any of the Loan Documents, and such failure having continued uncured for thirty (30) calendar days.

(c)

Insolvency.

A court having jurisdiction shall have made or entered any decree or order (i) adjudging the Borrower to be bankrupt or insolvent, (ii) approving as properly filed a petition seeking reorganization of the Borrower or seeking any arrangement for the Borrower under the bankruptcy law or any other applicable debtor's relief law or statute of the United States or any state or other jurisdiction, (iii) appo inting a receiver, trustee, liquidator, or
assignee

the

Borrower

bankruptcy
or

insolvency
or

for

any

their

properties,

(iv)

directing
the

winding
up
or

liquidation

the

Borrower,

any
such

decree

order

described

clauses

(i
)
to (iv), inclusive, shall have continued unstayed or undischarged for a period of thirty (30) calendar days; or (v) the Borrower shall have admitted in writing its inability to pay its debts as they fall due or shall have voluntarily submitted to or file d a petition seeking any decree or order
of the nature described in clauses (i) to (iv), inclusive.

The occurrence of any of the events of
Default in this paragraph shall act to accelerate automatically, without the need for any action by the Lender, the

indebtedness evidenced by the Note.
(d)

Assignment; Attachment

The Borrower shall have assigned its assets for
the benefit of its creditors or suffered a sequestration or attachment of or execution on any substantial

part

its

property,
unless

the

property
so

assigned,
sequestered,

attached

executed
upon shall have been returned or released within ninety (90) calendar days after such event or, if sooner,

prior to sale
pursuant to such

sequestration, attachment, or execution.

The occurrence of
any of the events of default in this paragraph s
hall act to accelerate automatically, without the
need for any action by the Lender, the indebtedness evidenced by the Note. (e)

Suspension;

Termination
.

The

Borrower

shall

have

voluntarily

suspended

its business.

Section

3.2 Remedies
of the

Lender

The occurrence of any Default hereunder following the expiration of all applicable notice and cure periods shall, either at the option of the Lender or automatically where so specified, relieve the Lender of any obligation to make or continue the Loan and shall give the Lender the right to proceed with any and all remedies set forth in t
his Agreement and the Loan Documents, including but not limited to the following:

(a) Acceleration of the Note . The Lender shall have the right to cause all indebtedness of the Borrower to the Lender under this Agreement and the Note, together with any accrued

interest

thereon,
to

become

immediately

due

and

payable.

The

Borrower

waives

all right
to presentment
, demand, protest or notice of protest or dishonor.

The Lender may proceed

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enforce payment of the indebtedness and to exercise any or all rights afforded to the Lender as a creditor and secured party under the law including the Uniform Commercial Code, [
including
foreclosure under the Deed of Trust
]
.

The Borrower shall be liable to pay the Lender on demand all reasonable expenses, costs and fees (including, without limitation, reasonable attorneys' fees and expenses), paid or incurred by the Lender in connection with the collection of the Loan and the

preservation, maintenance, protection, sale, or other disposition of the security given for the Loan.

(b)

Specific

Performance

The

Lender

shall

have

the

right

Specific

Performance.

Notwithstanding anything to the contrary herein, as long as the general partner of the Borrower is an affiliate of the Lender, the Lender must obtain the prior written consent of the Investor Limited Partner prior to exercising any remedies under this Agre ement, the Note,

[
the
Deed

Trust
]

any

other

document

evidencing

securing

the

Loan.

Section 3.3 Right of Contest .

The Borrower shall have the right to contest in good faith any claim, demand, levy, or assessment

the

assertion

of
which

would
constitute

Default

hereunder.

Any

such

contest

shall be
prosecuted diligently and in a manner unprejudicial to the Lender or the rights of the Lender in this Agreement.

Section

3.4 Remedies

Cumulative

No right, power, or remedy given to the Lender by the terms of this Agreement or the Loan Documents is intended to be exclusive of any other right, power, or remedy; and each and every such right, power, or remedy shall be cumulative and in addition to eve ry other right, power, or remedy
given to the Lender by the terms of any such instrument, or by any statute or otherwise against the Borrower and any other person.

Neither the failure nor any delay on the part

the

Lender
to

exercise

any
such

rights

and
remedies

shall

operate

waiver

thereof,
nor shall

any single or partial

exercise
by the

Lender of any such

right

or remedy preclude

any other or further exercise of such right or remedy,
or any other right or remedy.

Section

3.5 Notice

and
Cure
Rights
of
Investor

Limited

Partner
.

(a) Loan Documents . The Lender will provide the Investor Limited Partner a duplicate copy of all notices of default that the Lender may give to or serve in writing upon Borrower pursuant to the terms of the Loan Documents, at the address set forth in Section 4.8 hereof.

The
Investor Limited Partner

shall have the right, but not the obligation, to cure any Default of the Borrower set forth in such notice, during any applicable cure period described in the Loan Documents, and the Lender will accept tender of su ch cure as if delivered by the

Borrower.

Notwithstanding

anything

herein

the

contrary,

the

event

cure

period

provided

for a Default
under the Loan Documents, the Investor Limited Partner shall have a period of thirty

(30) days to

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cure any such Default following its receipt of notice in accordance with Section 4.8 hereof.

(b) AHA Documents . The Lender agrees to provide the Investor Limited Partner, at the address set forth in Section 4.8 hereof, a duplicate copy of all notices of default that the Lender may be given or served in writing pursuant to the terms of the AHA Documents.

To the
extent permitted by the Authority, the Investor Limited Partner shall have the right, but not the obligation, to cure any default of the Lender set forth in such notice, during any applicable cure period described in the AHA Documents.

The pro
visions of this Section

4.2 shall

survive

expiration
of

the

Term

other

termination

this

Agreement,

and

shall remain in full force and
effect.

ARTICLE 4

GENERAL PROVISIONS
Section

4.1 Relationship

of the
Parties
.

Nothing contained in this Agreement shall be interpreted or understood by any of the Parties, or
by

any

third

persons,

creating
the

relationship

employer
and

employee,

principal and agent,
limited or general partnership, or joint venture between the Lender and the Borrower or its agents, employees or contractors, and the Borrower shall at all times be deemed an independent contractor and shall be wholly responsible for t
he manner in which it or its agents, or both, perform the services required of it by the terms of this Agreement.

The Borrower has and retains the right to exercise full control of employment, direction, compensation, and discharge of all persons assistin

g in the
performance of services under this Agreement.

The Borrower shall be solely responsible for all
matters relating to payment of its employees, including compliance with social security, withholding, and all other laws and regulations governing such matters, and shall include requirements in each contrac
t that contractors shall be solely responsible for similar matters relating to their employees.

The
Borrower shall be solely responsible for its own acts and those of its agents and employees.

Section

4.2 Indemnity

The Borrower shall release and indemnify, defend and hold the Lender, and their respective board members, officers, representatives, agents, assigns and employees, harmless from and against any and all claims, suits, actions, losses and liability of every kind, nature and description

made

against

and

reasonable

expenses

(including
reasonable

attorneys'

fees)

which arise out of or in connection
with the Loan, except to the extent such claim arises from the grossly negligent or willful misconduct of the Le
nder.

The provisions of this Section 4.2 shall survive

expiration

of
the

Term

or
other

termination

of
this

Agreement,

and

shall

remain

full force and effect.

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Section 4.3 No Claims .

Nothing contained in this Agreement shall create or justify any claim against the Lender by any person that the Borrower may have employed or with whom the Borrower may have contracted relative to the purchase of materials, supplies or equipment, or the furnishing or the performance of any work or services with respect to the Loan.

Section

4.4 Amendments
.

No alteration or variation of the terms of this Agreement shall be valid unless made in writing by
the

Borrower
and
the

Lender,
and
any
such

alteration

or
variation

must

approved
in writing by the
Investor
L
imited
P
artner

of the Borrower, which as of the closing date is [______________], a [________] (the "
Investor Limited Partner
").

Section

4.5 Change

Ownership
.

Notwithstanding anything to the contrary in the Loan Documents, the following changes of ownership in the Borrower shall be permitted without the prior consent of the Lender:

(i) the transfer
of partnership interest in the Borrower by the Investor Limited Partner

; (ii) the transfer of

any

direct

indirect

ownership
interests

the

Investor
Limited

Partner
;

and
(iii)

the

removal and substitution by
the Investor Limited Partner

of the general partner of the Borrower pursuant to the terms of the Borrower’s

limited
partnership agreement, as the same may be amended from time to time.

Section 4.6

Non
-

Liability

of
Members,

Officials,

Employees

and

Agents

of
the

Lender .

No member, official, employee or agent of the Lender shall be personally liable to the Borrower in the event of any default or breach by the Lender or for any amount which may become due to the Borrower or its successor or on any obligation under the terms of this

Agreement.

Section

4.7 No

Third-

Party

Beneficiaries
.

There shall be no third - party beneficiaries to this Agreement.

Section 4.8

Notices,
Demands
and Communications
.

Formal notices, demands, and communications between the Parties shall be sufficiently given if and shall not be deemed given unless dispatched by certified mail, postage prepaid, return

receipt
requested, or delivered by express delivery service, return

receipt requested, or delivered personally
with a delivery receipt, to the

principal office of the Parties as follows:

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The Lender : Wakeland Housing and Development Corporation 1230 Columbia Street, Suite 950 San
Diego, CA 92101

Attention:

Chief
Executive

Officer

The

Borrower

[

Wakeland

Highland
LP
]

1230 Columbia Street, Suite 950 San
Diego, CA 92101

Attention:

Chief
Executive

Officer

With

a copy

to:

[

Wakeland

Highland
LLC
]

c/o

Wakeland

Housing
and

Development

Corporation 1230
Columbia Street, Suite 950
San

Diego,
CA

92101
Attention: President

With

a copy

to:

Goldfarb & Lipman LLP

1300 Clay Street, 11th Floor

Oakland, CA 94162

Attn: Heather Gould

Telephone: (510) 836-6336

Email: [email protected]

Investor Limited Partner:

To be provided at a later date by the Borrower

With a copy to: To be provided at a later date by the Borrower Such

written

notices, demands and communications may be sent

in the same

manner to such

other
addresses

the

affected

Party

may

from

time

designate

by
mail

provided in this
Section 4.8.

Receipt shall be deemed to have occurred on the date shown on a written receipt as the date of delivery or refusal of delivery (or attempted delivery if undeliverable).

Section

4.9 Applicable

Law
.

This Agreement shall be governed by California law.

Section 4.10

Parties Bound.

Except as otherwise limited herein, the provisions of this Agreement shall be binding upon and inure to the benefit of the Borrower and the Lender and their heirs, executors, administrators, legal representatives, successors, and assigns.

Notwithstanding anything to the contrary in this Loan

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Agreement, the Note, [ or the Deed of Trust ], the Borrower shall not sell, assign, convey, or transfer the Loan

any
third

party

without

the

prior

written

consent of the Lender in its sole and absolute discretion.

Section

4.11 Attorneys'

Fees
.

If any lawsuit is commenced to enforce any of the terms of this Agreement, the prevailing Party shall have the right to recover its reasonable attorneys' fees and costs of suit from the other

Party.

Section

4.12 Severability
.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in full force and effect unless

the

rights

and
obligations

of
the

Parties

have

been

materially

altered

abridged

by
such invalidation, voiding or
unenforceability.

Section

4.13 Waivers
.

Any waiver by the Lender of any obligation or condition in this Agreement must be in writing.

No waiver shall be implied from any delay or failure by the Lender to take action on any

breach

default

of
the

Borrower

pursue

any

remedy

allowed

under
this

Agreement

or applicable law.

Any

extension of time granted to the Borrower to perform any obligation under this Agreement shall not operate as a waiver or release from any of its obligations under this Agreement.

Consent by the
Lender to any act or omission by the Borrower shall not be construed to be consent to any other or subsequent act or omission or to waive the requirement for the written consent of the Lender to future waivers.

Section

4.14 Title

Parts

and

Sections
.

Any titles of the sections or subsections of this Agreement are inserted for convenience of reference only and shall be disregarded in interpreting any part of the provisions of this

Agreement.

Section

4.15 Entire

Understanding of

the

Parties
.

This Agreement along with the Note [ and the Deed of Trust ] , constitutes the entire understanding
and
agreement

the

Borrower
and
the

Lender

with

respect to the Loan and the Funds.

Section

4.16 Multiple

Originals;

Counterpart
.

This Agreement may be executed in multiple originals, each of which is deemed to be an original, and may be signed in counterparts.

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Section 4.17 AHA Documents .

The Parties understand and agree that the provisions of this Agreement are subject to the AHA Documents and in the event of a conflict between this Agreement and the AHA Documents, the AHA Documents shall control.

The Borrower shall provide documentation to the Lender evidencing compliance with the applicable requirements of the AHA Documents .

[ SIGNATURE PAGES FOLLOW ]

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WHEREAS, this Agreement has been entered into by the undersigned as of the date first above written.

LENDER:

WAKELAND HOUSING AND DEVELOPMENT

CORPORATION,

California
nonprofit

public
benefit

corporation

By: _______________________________________

Rebecca Louie, President and Chief Executive Officer

BORROWER:

[

WAKELAND

HIGHLAND

LP,

California

limited

partnership

By: Wakeland Highland LLC, ]
a

California

limited

liability

company, its
general partner

By: Wakeland Housing and Development Corporation,
a

California
nonprofit

public benefit

corporation,

its sole member and manager

By:

______________________________________

Rebecca Louie, President and Chief Executive
Officer

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EXHIBIT A
LEGAL DESCRIPTION OF PHASE 1
SITE

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PROMISSORY NOTE
(Wakeland Highland)

$4,577,450.00 Highland, California
__________,
20__

FOR VALUE RECEIVED, Wakeland Highland LP, a California limited partnership (the "
Borrower
"), promises to pay, or cause to be paid, to Wakeland Housing and Development Corporation, a California nonprofit public benefit corporation (the " Lender
"), the principal amount of
$4,577,450.00.

1. Loan Amounts . Lender is receiving certain grant moneys from the Highland Housing Authority, a public body, corporate and politics (the " Authority "), in the amount of $4,577,450.00
(the
"
Funds
"),

in
connection
with
the
development and construction of housing
units and related infrastructure facilities on that certain real property located at

[
7433 Central
Avenue], Highland, California 92346 (the "
Project
").

2. Obligation of the Borrower
.

This Note evidences the obligation of the Borrower
to pay the Lender the principal amount of $4,577,450.00, for the Funds loaned to the Borrower from the Lender (the "
Loan
") for the development of the Project pursuant to that certain Loan Agreement by and between the Borrower and the Lender of even date herewith (the " Loan Agreement
").

All
capitalized terms not otherwise defined in this Note shall have the meanings set forth in the Loan Agreement.

3. Interest
.

This

Note

shall
not
bear

interest.

4. Term and Repayment Requirements . The term of this Note (the " Term ") commences with the date of this Note and expires fifty - five (55) years from the date of the closing of the construction financing
for

the
Project,
but
in
no
event later than

[
date that is 55 years after
closing to be filled in at closing
].

All principal owed under this Note is due in full on the earlier to occur of:

(i) the date of any Default, (ii) the expiration of the Term, and (iii) any sale, transfer, assignment, or conveyance of th

e Property except to an affiliate of Lender.

5. [Security];

Recourse

Obligation
.
(a) [ if agreed by Wakeland and Borrower: This Note is secured by a Deed of
Trust

and

Security

Agreement

(the "
Deed of Trust
"), dated of even date herewith, wherein
the Borrower is the Trustor and the Lender is the Beneficiary.] (b) The Loan shall be recourse to the Borrower [ Wakeland and Borrower may agree to make this debt secured, nonrecourse debt]
.

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6. Terms of Payment .
(a) All payments due under this Note are to be paid in currency of the United States of America, which at the time of payment is lawful for the payment of public and private debts.

(b)

All payments on this Note are to be paid to the Lender at 1230 Columbia Street,

Suite

950,
San

Diego,
CA

92101,
Attn:

Chief

Executive

Officer,

such

other

place

as
the Lender may from time to time designate.

(c)

All
payments

on
this

Note

are

without

expense

the

Lender,

and

the
Borrower

agrees

pay

all

costs

and

expenses,

including
re
-
conveyance

fees

and

reasonable
attorneys' fees of the Lender, incurred in connection with the payment of this Note and the release of any security hereof.

(d)

There shall be no repayment of this Loan prior to

maturity,

except the
Borrower

may

prepay

the

amounts

due

under

this

Note

any

time

without

premium

penalty

if
such repayment is made from distributions from the

Project.

7. Default
.
(a) Any of the following constitutes an event of default under this Note (each, a " Default "):
(i) Any failure to pay, in full, any payment required under this Note within ten (10) calendar days of written notice that such payment is due; (ii) Other than the failure addressed in Section 7(a)(i) of this Note, failure

of
the

Borrower

to
duly

perform,

comply
with,

or
observe

any
of
the
conditions,
terms,

or
covenants of this Note and such failure having continued uncured for thirty (30) calendar days after receipt of written notice thereof from the Lender to the Borrower; and

(iii)

The

occurrence

any

event

default

under

the

Loan

Agreement,
[
Deed of Trust
]
, or other instrument securing the obligations of the Borrower under this Note or under any other promissory notes hereafter issued by the Borrower to the Lender pursuant to the Loan Documents, subject to notice and cure periods, if any, set forth therein. (b)

Upon the

occurrence

of
a

Default,
the

entire
unpaid principal

balance,

and
together with all other sums then payable under the Loan Documents shall at the option of the Lender

become

immediately

due

and

payable

upon
written

notice

by
the

Lender

the

Borrower
without further demand.

(c)

The failure to exercise the remedy set forth in Section 7(b) of this Note or

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any other remedy provided by law upon the occurrence of one or more of the foregoing events of Default does not constitute a waiver of the right to exercise any remedy at any subsequent time

in
respect to the same or any other Default.

The acceptance by the Lender hereof of any

payment
which is less than the total of all amounts due and payable at the time of such payment does not constitute a waiver of the right to exercise any of the foregoing remedies or options at that time or at any subsequent time, or nullify any prior exer
cise of any such remedy or option, without

the

express

consent

th
e

Lender,
except

and

the

extent

otherwise

provided
by
law.

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(d) The investor limited partner of the Borrower shall have the right, but not the

obligation,
to

cure

any

Default

the

Borrower

during
any

applicable

cure

period
described
above, and the Lender shall accept tender of such cure as if delivered by the Borrower.

8. Waivers
.
(a) The Borrower hereby waives diligence, presentment, protest and demand, and notice of protest, notice of demand, and notice of dishonor of this Note.

The Borrower
expressly agrees that this Note or any payment hereunder may be extended from time to time, and that the Lender may accept further security or release any security for this Note, all without in any way affecting the liability of the Borrower.

(b)

No extension of time for payment of this Note or any installment hereof made by agreement by the Lender with any person now or hereafter liable for payment of this note

operates

release,

discharge,

modify,
change

affect

the

original

liability

the

Borrower under
this Note, either in whole or in part.

(c)

The obligations of the Borrower under this Note are absolute and the Borrower

waives

any

and

all

rights

offset,

deduct

withhold
any

payments

charges

due
under this Note for any reason whatsoever.

9. Miscellaneous

Provisions
.

(a) All notices to the Lender or the Borrower shall be sufficiently given if and shall not be deemed given unless dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered by express delivery service, return receipt requested, or delivered personally, to the principal office of the parties

as follows:

The Lender: Wakeland Housing and Development Corporation 1230
Columbia

Street,

Suite

950
San Diego, CA 92101
Attention:

Chief

Executive

Officer

The

Borrower:

[
Wakeland

Highland

c/o

Wakeland

Housing
and

Development

Corporation
1230 Columbia Street, Suite 950
San

Diego,
CA

92101

Attention:

Chief

Executive

Officer

With a
copy

to:

Wakeland

Highland

LLC

Page 549 of 609 ends

Attachment 14

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c/o Wakeland Housing and Development Corporation 1230 Columbia Street, Suite 950

San

Diego,
CA

92101
Attention: President

]

With

copy

to:

Goldfarb & Lipman LLP

1300

Clay

Street, 11th Floor

Oakland, CA 94162

Attn: Heather Gould

Telephone: (510) 836
-
6336

Email: [email protected]

With
a copy

to:

Investor Limited Partner

-
Borrower shall provide this

information at a later date

Such

written

notices, demands and communications may be sent

in the same

manner to
such

other

addresses

the

affected

party

may

from

time

designate

by
mail

provided
in

this

Section

9. Receipt

deemed

have

occurred

the

date

shown

on
a

written

receipt

as
the date of delivery or refusal of delivery (or attempted delivery if undeliverable). (b) The Borrower promises to pay all costs and expenses, including reasonable

attorneys'
fees,

incurred

by
the

Lender

the

enforcement

the

provision
of

this
Note, regardless of whether suit is filed to seek enforcement.

(c)

This

Note

may
not

changed
orally, but
only by

agreement

writing
signed
by
the

party

against

whom

enforcement

any

waiver,

change,

modification

discharge is
sought.
(d)

This

Note

is
governed by

and

construed

accordance

with

the

laws

the State of California.

(e)

The

times

for

the
performance
of

any
obligations

hereunder

are

strictly
construed, time being of the essence.

(f)

This

document,
together

with

the

Loan

Agreement
,
and
the

[
Deed

Trust
]
,

contains

the entire agreement between the Lender and the Borrower as to the loan evidenced by this Note.

It may not be modified except upon written consent of the parties.

[SIGNATURES ON NEXT PAGE]

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IN WITNESS WHEREOF, the Borrower has caused this Note to be executed and delivered on the date set forth above.

BORROWER:
[ WAKELAND HIGHLAND LP,
a

California

limited

partnership

By:

Wakeland

Highland

LLC,
]

California

limited

liability

company,
its general partner

By:

Wakeland Housing
and

Development
Corporation,

California
nonprofit

public

benefit

corporation,
its sole member and manager

By:

____________________________________

Rebecca Louie, President and Chief
Executive Officer

Page 551 of 609 ends

TABLE OF CONTENTS
Page
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Page 552 of 609 ends

Staff Report
to the City Council
Agenda
Item
No.16.

Date: March 10, 2026
From: Carlos Zamano, City Manager
Reviewed By: Alondra Muñoz, City Clerk
Prepared By: Carlos Zamano, City Manager
Subject: Adopt Resolution No. 2026-____, Approving the Expenditure Plan for the Expenditure of Revenues in San Bernardino County Expected to be Derived from the Proposed Continuation of Measure I

Recommendation:

Adopt Resolution No. 2026-__, A Resolution of the City Council of the City of Highland, California, Approving the Expenditure Plan for the Expenditure to be derived from the Proposed Continuation of Measure I.

Fiscal Impact:

None.

Public Notice:

The agenda for this item was posted at the three locations per Resolution No. 2011-047 and on the City’s website.

Background:

On February 5, 2026, the City/County Manager's Technical Advisor Committee received a presentation of the draft Measure I 3.0 Ordinance No. 26-1 and Expenditure Plan at SBCTA's Board Room. The key recommendations for the San Bernardino Valley Expenditure Plan include transitioning to three (3) programs:

1. Local Mobility 25%
• Local Street
Improvements
• Potholes
• Sidewalk/Bike Lanes

2. Regional Mobility 50%
• Highway
Improvements
• Interchanges
• Bus/Rail Capital
Projects

3. Operations 25%
• Transit Operation
• Senior/Disabled
• Student/Veteran

The Measure I 3.0 Transportation Expenditure Plan, attached hereto as Exhibit “A” to the accompanying resolution, is provided in draft form for member agency review and input, and remains subject to revision prior to formal approval by the San Bernardino County

Page 553 of 609 ends

Transportation Authority Board. SBCTA requests the City Council take action on this Resolution no later than April 15, 2026.

Attachments:

1. Measure I 3.0 Resolution

Page 554 of 609 ends

RESOLUTION NO. 2026-____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HIGHLAND,

CALIFORNIA, APPROVING THE EXPENDITURE PLAN FOR THE EXPENDITURE

OF REVENUES IN SAN BERNARDINO COUNTY EXPECTED TO BE DERIVED

FROM THE PROPOSED CONTINUATION OF MEASURE I

THE CITY COUNCIL OF THE CITY OF HIGHLAND DOES RESOLVE AS FOLLOWS:

WHEREAS , the voters of San Bernardino County passed Measure I in November 1989 and renewed it in 2004, authorizing San Bernardino Associated Governments, acting as the San Bernardino County Transportation Authority, to impose a one-half of one percent transactions and use tax for transportation improvements, applicable in the incorporated and unincorporated territory of the County of San Bernardino, through April 1, 2040, and

WHEREAS , Measure I has provided funding for numerous transportation projects, including freeways, local roads, major streets, interchanges, the Metrolink commuter train system, public buses, traffic signals, and more; and

WHEREAS , the imposition of the one-half of one percent transactions and use tax is set to expire in 2040, and

WHEREAS , San Bernardino County Transportation Authority, after engagement with private sector stakeholders and city and County representatives, has prepared an Expenditure Plan for the revenues expected to be derived from the proposed continuation of Measure I, which is anticipated to be placed on the November 3, 2026, ballot, and

WHEREAS , the proposed Expenditure Plan for the continuation of Measure I is attached hereto as Exhibit A, and

WHEREAS , if approved by the voters, the continuation of Measure I would authorize the collection of a one-half of one percent sales tax and generate an estimated $7.5 billion in its first 30 years for local transportation projects, and

WHEREAS , if approved by the voters, the continuation of Measure I would not institute a new tax, but continue the existing one-half of one percent sales tax for transportation after April 1, 2040, and

WHEREAS , revenues raised from the continuation of Measure I would remain in San Bernardino County and could not be allocated by the state or federal government, and

Page 555 of 609 ends

WHEREAS , Measure I would provide a long-term funding source to help fight traffic congestion; improve local streets, major roads and highways; and enhance San Bernardino County’s economy by providing construction-related jobs, manufacturing jobs, and an effective transportation system to meet the needs of residents and the business community, and

WHEREAS , Public Utilities Code section 180206 requires that the Measure I Continuation Expenditure Plan be approved by the County Board of Supervisors and a majority of the cities representing a majority of the population residing in incorporated areas.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Highland hereby approves the Measure I Continuation Expenditure Plan developed by the Board of Directors of the San Bernardino County Transportation Authority (Exhibit A).

PASSED, ADOPTED and ADOPTED this 10th day of March, 2026.

_____________________________________
Penny Lilburn
Mayor

ATTEST:

_____________________________________
Alondra Muñoz, CMC
City Clerk

AS TO FORM:

_____________________________________
Maricela Marroquin
City Attorney

Page 556 of 609 ends

Staff Report
to the City Council
Agenda
Item
No.17.

Date: March 10, 2026
From: Carlos Zamano, City Manager
Reviewed By: Melissa Morgan, Public Services Manager
Prepared By: Carlos Zamano, City Manager
Subject: 4th of July Fireworks Event at Immanuel Baptist Church

Recommendation:

Discuss and provide direction to City Staff regarding the possibility of the City taking over the fireworks at Immanuel Baptist Church.

Fiscal Impact:

The fiscal impact associated with the 4th of July Fireworks event varies depending on the direction given by the City Council.

Public Notice:

The agenda for this item was posted at the three locations per Resolution No. 2011-047 and on the City’s website.

Background:

On February 25, 2026, Pastor Chris Morgan of Immanuel Baptist Church (IBC) sent a letter to City Staff requesting the City to take the lead financial role in coordinating the 4th of July fireworks event (see attached letter). This is due to the recent passing of a close friend of the Church and donor who generously underwrote most of the cost of the fireworks' event, and as a result IBC cannot continue to serve as the primary finance lead. They are interested in separating the 4th of July event held at their property into two separate events as follows:

IBC 4th of July Community Celebration
IBC to host an event for Highland families to gather from 6:00 p.m. to 9:00 p.m. on their property. The services include food vendors, limited family seating and activities on the ballfields, and broadcasting music throughout the event. This event is anticipated to attract 5,000 to 7,000 people from the community. The Church's volunteer safety and medical teams will provide parking direction, traffic control from the campus, security on site, along with a First Aid Booth set up for minor needs. All solid waste collection services will be provided by Burrtec Waste. Restroom facilities will include portable toilets, with some handicap accessible, and handwashing stations, as well as sanitizing dispensers will be provided throughout the event.

IBC will apply for a permit, pay necessary fees and provide a certificate of liability insurance.

Page 557 of 609 ends

City 4th of July Fireworks Show
The City will provide approximately 20 to 25 minutes of aerial fireworks at IBC at about 9:00 p.m. The City will contract directly with Pyro Spectaculars, Inc. (Pyro) for the fireworks show.

Pyro is a professionally licensed pyrotechnic company, who will provide a full-service Sky Concert consisting of a licensed operator, an electronic firing system, choreography and design similar to previous shows, insurance coverage and delivery. Pyro is the only company that provides this service in our region. Because of the 250-year America celebration, there are no other fireworks options available. The City will continue to be responsible for the Police Department expenses, permit fee, and Public Works traffic control support. IBC will provide the same support for the City's event, eliminating the need for City staff beyond the Fire inspector.

This is necessary because City staff is already committed to the 4th of July parade in the morning and fireworks enforcement operation at night. A 50% deposit is due to Pyro in April 2026. Pyro has agreed to hold this date for the City until a decision is made by the City Council. The cost for Pyro to do this event last year was $38,000. Below is a cost estimate of the fireworks show this year:

City Cost Estimate
Service Cost Pyro turnkey service $40,000.00 Police Department expenses $13,554.00 Public Works Department expenses $2,660.00 Permit fees (Planning review by Fire Prevention, and onsite inspection) $242.60 Total $56,456.60

The City Council may consider one of the following options:

1. Deny the request made by IBC. They would only do the 4th of July Community Celebration without the fireworks show.

2. Accept the request from IBC to have the City serve as the primary finance lead for the fireworks show. Approve a budget adjustment to cover the full cost of approximately $56,500.

3. Variation of option 2 except directing staff to seek sponsors to help cover some of the city's cost of this event. Approve a budget adjustment of the difference not covered by sponsors, amounts to be determined.

Attachments:

1. City of Highland July 4th Request

Page 558 of 609 ends

February 25, 2026

Mr. Carlos Zamano,

We are grateful for you and for the privilege of serving alongside the City of Highland. Our church deeply loves this community and desires to be a meaningful blessing to our city in both practical and relational ways.

One of the more visible expressions of that desire has been our annual July 4th fireworks celebration. It has been a joy to host this event and to see families across Highland gather together in a safe and festive environment.

However, due to the recent passing of a dear friend and donor who generously underwrote much of the cost of this event, we no longer believe we are able to continue serving as the primary financial lead.

With that in mind, we wanted to ask whether the City of Highland might have interest in taking the lead financial role in coordinating this community celebration moving forward. We recognize and deeply appreciate the city’s ongoing investment in this event, particularly through the support of police and fire services.

While we are not able to lead financially, we would still be glad to partner by hosting the event on our property and contributing in ways that remain feasible for us.

For context, last year the total cost of the event was approximately $49,000, with fireworks accounting for roughly $38,000. Additional expenses included light towers, restroom facilities, and crowd control rentals.

If this is something the city would be open to discussing, we would welcome the opportunity to meet and explore how we might continue working together to serve our community well.

It is truly a privilege to partner with you as we collectively seek the good of Highland.

Gratefully,

Pastor Chris Morgan

Immanuel Baptist Church - Highland, CA
(909)425-1777
[email protected]

Page 559 of 609 ends

Staff Report
to the City Council
Agenda
Item
No.18.

Date: March 10, 2026
From: Carlos Zamano, City Manager
Reviewed By: Octavio Duran, Public Works Director/City Engineer Prepared By: Octavio Duran, Public Works Director/City Engineer Subject: Actions Related to the Highland/Redlands Regional Gap Connector Project

Recommendation:

1. Approve the proposal from H.W. Lochner to provide design services for the Highland/Redlands Regional Gap Connector Project in the amount of $347,296;

2. Authorize the City Manager to enter into a reimbursement agreement with the City of Redlands for costs associated with design of the project within their jurisdiction;

3. Approve a Cooperative Agreement with the San Bernardino County Transportation Authority (SBCTA) for management and delivery of the construction phase of the Highland/Redlands Regional Gap Connector Project in the amount of $417,085;

4. Authorize the City Manager to sign agreements for the project as approved by the City Attorney;

5. Authorize the City Manager to approve contract amendments up to 10% of the contract amount for contracts associated with the Project; and

6. Approve a budget adjustment in the amount of $777,184 from the DIF Unreserved/Undesignated fund balance for Regional Circulation Arterials (007-2100) to be expended from 007.8330.6550.

Fiscal Impact:

This project is included in the City’s adopted Capital Improvement Program (CIP) and is a Work Program Item; however, since costs for the project were unknown, it did not include budget information. The cost associated with completion of the design is $347,296 with the Highland share being $289,446 and the City of Redlands' share being $57,850. The City Manager will enter into a reimbursement agreement with the City of Redlands. Highland's share for construction as outlined in the cooperative agreement with SBCTA is $417,085.

To account for unforeseen conditions, staff is requesting a 10% contingency on both agreements which requires an additional $70,653. The total funding required for the project is $777,184 and staff is proposing to use Development Impact Fee funds.

Page 560 of 609 ends

Public Notice:

The agenda for this item was posted at the three locations per Resolution No. 2011-047 and on the City’s website.

Background:

Project History
The Highland/Redlands Regional Gap Connector Project (Project) is a regionally significant project that proposes to construct bicycle and pedestrian improvements within the cities of Highland and Redlands, generally from Citrus Valley High School in Redlands to Arroyo Verde Elementary School in Highland. These improvements would directly impact students using non-motorized transportation to access Citrus Valley High School (CVHS) with an attendance area boundary map almost entirely in the City of Highland. Currently, the only direct route to the school from Highland is via Boulder Avenue and Orange Street, which is currently a two- lane roadway with no bicycle/pedestrian facility. Upon completion of the Project, both cities will have a direct connection dedicated for pedestrian and bicycle users. In addition, the proposed facility would also provide a connection to the planned Santa Ana River Trail (SART) which terminates at the Pacific Ocean.

The Project has a long history and has been in the works since 2016 when the City received a federal grant. In 2021, the project ran into significant challenges during the permitting phase with the California Department of Fish and Wildlife (CDFW) with the state imposing 31 acres in mitigation for temporary and permanent impacts to the San Bernardino Kangaroo Rat (SBKR).

The estimated cost for the environmental mitigation from CDFW was $6.5 million which was more than the estimated construction cost of $4 million. Due to this issue, the cities of Highland and Redlands were forced to forfeit the federal grant.

In an attempt to ensure the project was completed, the cities partnered with San Bernardino County Transportation Agency (SBCTA). On March 1, 2023, the SBCTA Board of Directors (Board) approved funding and splitting the Highland/Redlands Regional Connector Project into three separate projects including: Highland Regional (1.55 miles), Redlands Regional South (0.85 miles), and the Gap Project (2.85 miles). The first two phases are within each agency's sole jurisdiction and the Gap phase is entirely within the environmental sensitivity area as shown in Attachment A. Each agency agreed to complete its respective phase, while SBCTA agreed to be the lead agency for the Gap Project.

Current Status
The City of Highland and Redlands completed their respective projects last summer, 2025. In collaboration with both cities, SBCTA has been working diligently to obtain additional funding for the project and environmental clearance necessary to complete the Gap Project.

The Project was able to secure $3 million in funding from Mobile Source Air Pollution Reduction Review Committee (MSRC) funds, as approved by the South Coast Air South Coast Air Quality Management District Board in October 2025. In addition, the Project was selected to receive $2 million in Community Project Funding through fiscal year 2026 appropriations bills with support from Representative Pete Aguilar’s Office. SBCTA also secured a Federal Carbon Reduction Program grant in the amount of $1.4 million to be used on the Highland portion of the project.

The Project also received its environmental permits from CDFW on February 27, 2026 which

Page 561 of 609 ends

outlines required mitigations related to the protection of the SBKR. The permit application for the Gap project took into account concerns brought up during the original project and also reduced the project impact area. With these changes, CDFW agreed to 3.26 acres of required mitigation with a cost of $1,184,486. With this milestone complete and additional funding secured, the project can now move forward with final design and construction.

Project Design
On February 14, 2017, the City Council approved a professional services contract with KOA Corporation to provide environmental and engineering design services for the Project. Three subsequent amendments were approved by the City Council, one in 2019 to increase the scope of work as a result of environmental challenges, a second to increase the term of the agreement, and the third to complete the PS&E for the Highland Regional Connector Project.

At the time the project was split, the project design was not fully completed or updated to reflect the phased approach.

Although work on the Project has been ongoing, it was limited to staff time and environmental clearance efforts. Design work was put on hold until environmental permits were secured to ensure SBKR mitigation and the project's financial obligation was feasible. The City of Highland agreed to be the lead for the final design phase as it had in the past and for efficiency.

To re-initiate the phase, staff requested a proposal from H.W. Lochner (Lochner), formally KOA Corporation, to complete the final design for the Gap project. Since Lochner provided the design for the original project and has an experienced team that is familiar with transportation improvement projects, they will be able to complete the work more efficiently. The scope of work includes completion of the final project plans and specifications with the addition of hydrology, geotechnical, and structural calculation for two pedestrian/bicycle bridges. These studies had not been previously included in the project as both bridges were intended to be design-build. Designing these upfront allows for better control of construction costs. Staff reviewed the proposal and negotiated the proposed fee of $347,296, which is reasonable for this type and size of the project. The fee includes an optional task of performing high- frequency sonic boring for more accurate geotechnical findings in the amount of $37,565. It should be noted that the two bridges that are being designed account for the majority of the cost and both are fully within the City of Highland's jurisdiction.

The cost of the design is being split between the City of Highland and City of Redlands based on scope of work within each jurisdiction. The Highland share is $289,446 and the City of Redlands' share is $57,850. Highland's share is significantly higher due to the bridge designs mentioned above. A cooperative agreement is being prepared and reviewed to formalize the cost-sharing. If approved, the City would target completing design by July 2026.

Cooperative Agreement
SBCTA has agreed to be the lead agency in the construction phase and a cooperative agreement was prepared which defines roles, responsibilities, and funding responsibilities between each agency. SBCTA will provide project management services during the construction phase, including securing a construction management firm and a contractor to complete the work. Each City will be responsible to pay its share of the actual SBCTA project management costs, construction management services and construction costs. The total cost of delivering the construction phase and environmental mitigation is estimated to be $9,000,000 and a funding breakdown is shown in the agreement attachment and the table below.

Page 562 of 609 ends

Construction of the project is proposed to be funded as follows:
• Federal Carbon Reduction Program Grant: $1,405,800
• Mobile Source Air Pollution Reduction Allocation: $3,000,000 • FY26 Federal Earmark: $2,000,000
• Measure I Arterial Program Redlands Portion (through SBCTA): $1,996,324 • City of Redlands Local Match: $440,396
• Measure I Arterial Program Highland Portion (through SBCTA): $1,017,435 • City of Highland Local Match: $417,085

To meet matching requirements for grants and Measure I Arterial Program funds, the City of Highland has an estimated share of $417,085 in construction costs. Staff is recommending approval of the cooperative agreement and a budget adjustment to cover the match.

If all items are approved, SBCTA is targeting to advertise the project for construction in Summer 2026 as soon as the design is complete. Construction is estimated to begin Fall 2026 and take 12 months to complete.

Attachments:

1. Project Map

2. Lochner Design Proposal

3. SBCTA Cooperative Agreement

Page 563 of 609 ends

Attachment 1

Page 564 of 609 ends

Page 565 of 609 ends

Attachment 1

Page 566 of 609 ends

2855 E Guasti Road, Suite 410
OFFICE 909.890.9693
• Ontario, CA 91761
• hwlochner.com

X00026088 City of Highland - Highland - Redlands Regional Connector (GAP Project) | 09/25/2025 | Pag e 1 December 19, 2025

Octavio Duran Jr., PE
Public Works Director/City Engineer
City of Highland
27215 Base Line
Highland, CA 92346

Subject: City of Highland – Highland-Redlands Regio
nal Connector Project (GAP Project)

Dear Mr. Duran:

H.W. Lochner (Lochner) is pleased to submit this le
tter proposal to continue supporting the City with
the preparation of
PS&E package for the Highland-Redlands Regional Con
nector Project (GAP Project). The Project segment (
~1.6 miles) is
along Orange St between Greenspot Road and Domestic
Avenue. Refer to
Attachment A
for Project Limits.

PROJECT BACKGROUND
The Cities of Highland and Redlands jointly plan to improve the non-motorized transportation network b y constructing regional bikeways and walkways. Lochner, formerly K
OA, performed professional engineering services for
bicycle and
pedestrian improvements along 4.7 contiguous miles
of streets and easements in the cities of Highland
and Redlands,
along Orange Street from Base Line Street to Pionee
r Avenue. During the preparation of 100% Plans, Spe
cifications and
Estimates (PS&E) it became clear that the improveme
nts near the construction of the bridges will not r
eceive
environmental clearance. The 4.7 miles of improveme
nts had to split into three phases: the first Base
Line Street to
Greenspot Road, second Greenspot Road to Domestic A
venue, and finally Domestic Avenue to Pioneer Avenu
e. The first
phase, under the previous KOA contract, was complet
e and signed in December of 2024, the City of Redla
nds completed
the third phase, and this proposal will complete th
e second phase. The City of Highland will serve as
the lead agency.

SCOPE OF WORK
TASK 1 – PROJECT MANAGEMENT
This task will include the following items:
•

Host one virtual kick-off meeting with the City and
SBCTA (San Bernardino County Transportation Author
ity);
prepare and circulate agenda, action items and meet
ing minutes for the kick-off meeting.
•

Host up to 4 design meetings with the City and SBCT
A staff to resolve any project issues. Excludes pre
paration of
agenda, meeting minutes, and action items.
•

Prepare monthly invoices with their respective prog
ress reports.
•

Conduct internal meetings as needed to resolve any
project issues

Task 1 Deliverables:


Meeting agendas and minutes.


Monthly invoices with progress reports (electronic
copies).

Page 567 of 609 ends

X00026088 City of Highland - Highland - Redlands R egional Connector (GAP Project) | 09/25/2025 | Page 2

TASK 2 – FINAL DESIGN
Plan Revisions, Bridge Plans, Reports & Design Calc ulations • Roadway Plans (100%)
The Team will use the existing 95% Roadway Plans to
prepare the 100% Submittal and will retain the exi
sting scale
and orientation of the sheets. The Roadway Plans an
d its jurisdiction are as follows:
o

Title Sheet – 1 Sheet
o

Street Improvement Plans with Typical Sections – 9
Sheets (4 within the City of Highland and 5 within
the
City of Redlands)
o

Detail Sheets – 2 Sheets
o

Drainage Plan & Profile – 1 Sheet (within the City
of Redlands)
o

Retaining Wall Plan & Profile – 1 Sheet (within the
City of Redlands)
o

Signing & Striping – 5 Sheets (2 within the City of
Highland and 3 within the City of Redlands)
o

Traffic Signal Plans – 2 Sheets (within the City of
Highland)

•

Bridge Plans (30%, 95%, & 100%)
Lochner Team will prepare 30%, 95% and 100% Bridge
Structure Plans for the two bridges (Trail Bridge ~
60’ Long
& Plunge Creek Bridge ~ 195’ Long). The plans and i
ts jurisdiction are as follows:



Within the City of Highland:
o

Bridge General Plan (Elevation/Plan/Typical Section
) – 2 Sheets

Foundation Plan – 2 Sheets
o

Abutment Details – 5 sheets (for 95% & 100% only)
o

Bridge Details – 3 Sheets (for 95% & 100% only)


Within the City of Redlands:
o

Barrier Details – 1 sheet


Bridge Design Calculations with independent Checks
will also be provided.

•

Foundation Report and Geotechnical Report Update (9
5%, & 100%)
o

Lochner will sub-consult these services to Ninyo &
Moore and they will perform the work specified in t
he
proposal shown in
Attachment B
.

•

Hydrology Study, Floodplain, Bridge Hydraulics and
Scour Report (95%, & 100%)
o

Lochner will sub-consult these services to Aguilar
Consulting Inc. and they will perform the work spec
ified
in the scope of work shown in
Attachment C.

Deliverables:


Roadway Plans (100%) – 21 Sheets


Bridge and Barrier Plans (30%, 95%, 100%) – 13 Shee
ts at final submittal


Bridge and Barrier Design Calculation with Independ
ent Check


Geotechnical Report (updates)


Foundation Report


Hydrology Study


Floodplain, Bridge Hydraulics, and Scour Study Repo
rt

Page 568 of 609 ends

X00026088 City of Highland - Highland - Redlands R egional Connector (GAP Project) | 09/25/2025 | Page 3

Specifications
Lochner will prepare the technical specifications u sing the City’s boilerplate template. We will use t he Standard Specifications for Public Works Construction (SSPWC
) and Caltrans Standard Specifications throughout t
he course of this
project as a basis for specification preparation. S
pecifications will be submitted at 100% design stag
e.

Deliverables:


Specifications at 100%

Cost Estimate
Cost Estimates will be prepared at 100% design stag e. We will apply market construction costs for each bid item to the quantities measured using a combination of availabl
e sources including Caltrans published data, recent
bid prices from
other local projects, and any other data provided f
or our use by the City. We will update the cost est
imates based on the
refinement of the quantities throughout the project
.

Deliverables:


Cost Estimate at 100%

SCOPE OF WORK ASSUMPTIONS & EXCLUSIONS
• All submittals will be made electronically.
•

Bridge Plans will be submitted at 30%, 95%, and 100
%. Roadway Plans will be submitted at 100%. City an
d SBCTA
review.
•

Any unforeseen scope of work items not described ab
ove will be considered as additional work and will
be
discussed with the City.
•

Any significant changes on the scope will be treate
d as additional work and a new scope of work and fe
e will be
negotiated with the City.
•

City will provide as-builts for existing bridges on
which new barriers will be placed.
•

It is assumed that 95% Plans are accurate. Any veri
fication or revisions to 95% Design will be conside
red additional
work and new scope of work and feel will be negotia
ted with the City.

FEE ESTIMATE
Lochner will perform the work specified in the scop e above based on the fee below. See Attachment D for fee breakdown.

TASKS FEE

1. Project Management (City of Highland) $14,265
Project Management (City of Redlands) $4,755

2. Final Design (City of Highland) $237,616
Final Design (City of Redlands) $53,095
TOTAL $309,731

The budget is based upon the work scope and level o
f effort presented above and includes the cost of a
ll related technical
and administrative services. The work scope is cons
idered complete upon submittal of final documents b
y Lochner. Any
additional services requested after document submit
tal will be considered as extra work and those fees
will be negotiated
prior to start of work and secured in writing.

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X00026088 City of Highland - Highland - Redlands R egional Connector (GAP Project) | 09/25/2025 | Page 4

If the work described within this letter is not aut
horized in 30 days, if changes occur in the work sc
ope or level of effort, or
if our work is suspended for more than 180 days due
to any circumstances beyond Lochner’s control, we
reserve the right
to revise the work scope, budget and schedule to re
flect current conditions. Such revisions will be ef
fected through
mutually agreed-upon amendments or modifications to
this agreement.

WORK SCHEDULE
Refer to Attachment E for draft project schedule.

Lochner is not responsible for delays caused by fac
tors beyond Lochner’s reasonable control, including
but not limited to
delays because of strikes, lockouts, work slowdowns
or stoppages, accidents, acts of God, failure of a
ny governmental or
other regulatory authority to act in a timely manne
r, failure of the Client to furnish timely informat
ion or approve or
disapprove of the Lochner’s services or work produc
t promptly, or delays caused by faulty performance
by the Client or by
other consultants or contractors of any level. Whe
n such delays beyond Lochner’s reasonable control o
ccur, the Client
agrees the Lochner is not responsible for damages,
nor shall Lochner be deemed to be in default of thi
s Agreement.

AUTHORIZATION
A professional service agreement shall be prepared and executed prior to work.

Sincerely,
H.W. Lochner, Inc.

Giuseppe Canzonieri, PE
Principal | Southern California Design Lead

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ATTACHMENT – A

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PROJECT VICINITY MAP

END PROJECT

BEGIN PROJECT

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ATTACHMENT – B

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ATTACHMENT – C

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ATTACHMENT – D

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Principal I Project
Manager II
Associate Engineer III
(Civil)
Associate Engineer II
(Civil)
Associate Engineer I
(Civil)
Project Manager II
(Structures)
Engineer III
(Structures)
Designer II
(Structures)
Project Services
Coordinator II
Hourly Rates (Fully Burdened) $310.00 $270.00 $190.00 $170.00 $150.00 $273.00 $273.00 $1 89.00 $130.00 Kick-off Meeting (1) 1 1 1 3 $772 $772 $772
Design Meetings (up to 4) 4 4 4 4 4 20 $4,848 $4,848 $4,848 General Project Management 40 20 60 $13,400 $13,400 $13,400 SUBTOTAL 5 44 4 5 5 20 83 $19,020 $19,020 $19,020
Roadway Plans (100%) 4 58 24 110 72 268 $50,960 $50,960 $22,712 $28,248 Structural Plans (30%) 3 7 76 86 $17,094 $17,094 $14,280 $2,814 Bridge Plans (95%) 5 15 106 126 $25,494 $25,494 $24,570 $924 Bridge Plans (100%) 5 7 26 38 $8,190 $8,190 $7,266 $924 Ped Bridge Design Calculations 4 16 130 150 $30,030 $30,030 $30,030 Barrier Design Calculations 4 16 40 $13,020 $13,020 $13,020 Foundation Report & Geotechnical Report Updates $78,200 $78,200 $78,200 Hydrology, Floodplain, Bridge Hydraulics and Scour Study $28,800 $28,800 $28,800 Specifications (100%) 4 40 20 6 6 50 126 $28,566 $28,566 $28, 566 Estimates (100%) 16 20 40 3 12 2 93 $19,393 $19,393 $19,393 SUBTOTAL 8 114 64 150 72 30 79 430 887 $192,747 $78,200 $28,800 $299,747 $253,817 $45,930 TOTAL BASE SERVICES 13 158 64 154 72 35 79 435 20 970 $211,767 $78,200 $28,800 $318, 767 $272,837 $45,930

OPTIONAL FEES

COST SHARE
City of Highland City of Redlands

FEE ESTIMATE

BASE SERVICES
TASK 1: PROJECT MANAGEMENT
City of Highland
Highland-Redlands Regional Connector Project (GAP P
roject)

LOCHNER SUB-CONSULTANTS
Drainage
(ACI)
Total Hours Other Direct
Costs Lochner Total
Team
Total
Geotechnical
(Ninyo & Moore)
TASK 2: FINAL DESIGN

OPTIONAL FEES
Principal I Project
Manager II
Associate
Engineer III
(Civil)
Associate
Engineer II
(Civil)
Associate
Engineer I
(Civil)
Project
Manager II
(Structures)
Engineer III
(Structures)
Designer II
(Structures)
Project
Services
Coordinator II
Hourly Rates (Fully Burdened) $310.00 $270.00 $190.00 $170.00 $150.00 $273.00 $273.00 $1 89.00 $130.00 Kick-off Meeting (1) 1 1 1 3 $772 $772 $772
Design Meetings (up to 4) 4 4 4 4 4 20 $4,848 $4,848 $4,848 General Project Management 40 20 60 $13,400 $13,400 $13,400 SUBTOTAL 5 44 4 5 5 20 83 $19,020 $19,020 $19,020
Roadway Plans (100%) 44 24 118 16 8 210 $40,412 $40,412 $18,500 $21,912 Structural Plans (30%) 3 7 76 86 $17,094 $17,094 $14,280 $2,814 Bridge Plans (95%) 5 15 106 126 $25,494 $25,494 $24,570 $924 Bridge Plans (100%) 5 7 26 38 $8,190 $8,190 $7,266 $924 Ped Bridge Design Calculations 4 16 130 150 $30,030 $30,030 $30,030 Barrier Design Calculations 4 16 40 $13,020 $13,020 $13,020 Foundation Report & Geotechnical Report Updates $78,200 $78,200 $78,200 Hydrology, Floodplain, Bridge Hydraulics and Scour Study $28,800 $28,800 $28,800 Specifications (100%) 4 40 20 6 6 50 126 $28,566 $28,566 $28, 566 Estimates (100%) 16 20 40 3 12 2 93 $19,393 $19,393 $19,393 SUBTOTAL 4 100 64 158 16 30 79 438 829 $182,199 $78,200 $28,800 $289,199 $249,605 $39,594 TOTAL BASE SERVICES 9 144 64 162 16 35 79 443 20 912 $201,219 $78,200 $28,800 $308,2 19 $268,625 $39,594

LOCHNER SUB-CONSULTANTS
Drainage
(ACI) Total Hours Other Direct
Costs Lochner Total Team
Total
Geotechnical
(Ninyo &
Moore)
TASK 2: FINAL DESIGN

COST SHARE
City of Highland City of Redlands

FEE ESTIMATE

BASE SERVICES
TASK 1: PROJECT MANAGEMENT
City of Highland
Highland-Redlands Regional Connector Project (GAP Project) Principal I Project
Manager II
Associate
Engineer III
(Civil)
Associate
Engineer II
(Civil)
Associate
Engineer I
(Civil)
Project
Manager II
(Structures)
Engineer III
(Structures)
Designer II
(Structures)
Project
Services
Coordinator II
Hourly Rates (Fully Burdened) $310.00 $270.00 $190.00 $170.00 $150.00 $273.00 $273.00 $1 89.00 $130.00 Kick-off Meeting (1) 1 1 1 3 $772 $772 $772
Design Meetings (up to 4) 4 4 4 4 4 20 $4,848 $4,848 $4,848 General Project Management 40 20 60 $13,400 $13,400 $13,400 SUBTOTAL 5 44 4 5 5 20 83 $19,020 $19,020 $19,020
Roadway Plans (100%) 44 24 118 16 16 218 $41,924 $41,924 $18,500 $23,424 Structural Plans (30%) 3 7 76 86 $17,094 $17,094 $14,280 $2,814 Bridge Plans (95%) 5 15 106 126 $25,494 $25,494 $24,570 $924 Bridge Plans (100%) 5 7 26 38 $8,190 $8,190 $7,266 $924 Ped Bridge Design Calculations 4 16 130 150 $30,030 $30,030 $30,030 Barrier Design Calculations 4 16 40 $13,020 $13,020 $13,020 Foundation Report & Geotechnical Report Updates $78,200 $78,200 $78,200 Hydrology, Floodplain, Bridge Hydraulics and Scour Study $28,800 $28,800 $28,800 Specifications (100%) 4 40 20 6 6 50 126 $28,566 $28,566 $28, 566 Estimates (100%) 16 20 40 3 12 2 93 $19,393 $19,393 $19,393 SUBTOTAL 4 100 64 158 16 30 79 446 837 $183,711 $78,200 $28,800 $290,711 $249,605 $41,106 TOTAL BASE SERVICES 9 144 64 162 16 35 79 451 20 920 $202,731 $78,200 $28,800 $309,7 31 $268,625 $41,106

LOCHNER SUB-CONSULTANTS
Drainage
(ACI) Total Hours Other Direct
Costs Lochner Total Team
Total
Geotechnical
(Ninyo &
Moore)
TASK 2: FINAL DESIGN

COST SHARE
City of Highland City of Redlands

FEE ESTIMATE

BASE SERVICES
TASK 1: PROJECT MANAGEMENT
City of Highland
Highland-Redlands Regional Connector Project (GAP Project) Principal I Project
Manager II
Associate
Engineer III
(Civil)
Associate
Engineer II
(Civil)
Associate
Engineer I
(Civil)
Project
Manager II
(Structures)
Engineer III
(Structures)
Designer II
(Structures)
Project
Services
Coordinator II
Hourly Rates (Fully Burdened) $310.00 $270.00 $190.00 $170.00 $150.00 $273.00 $273.00 $1 89.00 $130.00 Kick-off Meeting (1) 1 1 1 3 $772 $772 $579 $193
Design Meetings (up to 4) 4 4 4 4 4 20 $4,848 $4,848 $3,636 $1,212 General Project Management 40 20 60 $13,400 $13,400 $10,050 $3,350 SUBTOTAL 5 44 4 5 5 20 83 $19,020 $19,020 $14,265 $4,755 Roadway Plans (100%) 44 24 118 16 16 218 $41,924 $41,924 $18,500 $23,424 Structural Plans (30%) 3 7 76 86 $17,094 $17,094 $14,280 $2,814 Bridge Plans (95%) 5 15 106 126 $25,494 $25,494 $24,570 $924 Bridge Plans (100%) 5 7 26 38 $8,190 $8,190 $7,266 $924 Ped Bridge Design Calculations 4 16 130 150 $30,030 $30,030 $30,030 Barrier Design Calculations 4 16 40 $13,020 $13,020 $13,020 Foundation Report & Geotechnical Report Updates $78,200 $78,200 $78,200 Hydrology, Floodplain, Bridge Hydraulics and Scour Study $28,800 $28,800 $28,800 Specifications (100%) 4 40 20 6 6 50 126 $28,566 $28,566 $21, 425 $7,141 Estimates (100%) 16 20 40 3 12 2 93 $19,393 $19,393 $14,545 $4 ,848 SUBTOTAL 4 100 64 158 16 30 79 446 837 $183,711 $78,200 $28,800 $290,711 $237,616 $53,095 TOTAL BASE SERVICES 9 144 64 162 16 35 79 451 20 920 $202,731 $78,200 $28,800 $309,7 31 $251,881 $57,850

OPTIONAL FEES

COST SHARE
City of Highland City of Redlands

FEE ESTIMATE

BASE SERVICES
TASK 1: PROJECT MANAGEMENT
City of Highland
Highland-Redlands Regional Connector Project (GAP Project)

LOCHNER SUB-CONSULTANTS
Drainage
(ACI) Total Hours Other
Direct Costs Lochner Total Team
Total
Geotechnical
(Ninyo &
Moore)
TASK 2: FINAL DESIGN

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ATTACHMENT – E

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Week begins on 4 11 18 25 1 8 15 22 1 8 15 22 29 5 12 19 26 3 10 17 24 31 7 14 21 28 5 12 19 26 2 9 16 23 30 6 13 20 27 4 11 18 25 1 8 15 22 29 6 13 20 27 Kick-off Meeting (1)
Design Meetings (up to 4)
General Project Management (Project Schedule & Pro
gress Reports)
Roadway Plans (100%)
Bridge Plans (30%)
Bridge Plans (95%)
Bridge Plans (100'%)
Bridge Design Calculations
Geotechnical Report Update (95%)
Foundation Report Field Work and Laboratory Testing
Foundation Report (95%)
Foundation Report and Geotechnical Report Update (1
00%)
Hydrology Study, Floodplain, Bridge Hydraulics and
Scour Report (95%)
Hydrology Study, Floodplain, Bridge Hydraulics and
Scour Report (100%)
Specifications (100%)
Estimates (100%)

OCTOBER NOVEMBER DECEMBER

PROJECT SCHEDULE
2026

JANUARY FEBRUARY MARCH APRIL MAY JUNE JULY AUGUST SEPTEMBER TASK 2: FINAL DESIGN

1.0 PROJECT MANAGEMENT & COORDINATION

CITY REVIEW PERIOD
NTP - 4/20/2026

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Attachment 1

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25-1003334 Page 1 of 8
COOPERATIVE AGREEMENT NO. 25-1003334

BETWEEN

SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY

AND

CITY OF HIGHLAND

FOR

CONSTRUCTION PHASE FOR THE REGIONAL GAP CONNECTOR I N THE CITIES

OF HIGHLAND AND REDLANDS

FOR ORANGE STREET FROM 0.25 MILES NORTH OF PIONEER

AVENUE TO

GREENSPOT ROAD IN THE CITIES OF HIGHLAND AND REDLAN
DS

This COOPERATIVE AGREEMENT (“AGREEMENT”) is made an d entered into by and between the San Bernardino County Transportation Au
thority (“SBCTA”) and the City of
Highland (“CITY”). SBCTA and CITY may be referred t
o herein individually as a “PARTY” and
collectively as “PARTIES”.

RECITALS

A. WHEREAS, CITY intends to initiate improvements to O range Street from 0.25 miles north of Pioneer Avenue to Greenspot Road within the limits
of the City of Highland and City of
Redlands, which includes constructing new active tr
ansportation improvements including
bicycle and pedestrian facilities, including traffi
c signal modifications, connecting the City of
Highland to City of Redlands, as reflected in Attac
hment A and depicted in Attachment B,
both of which are attached hereto and made part of
this AGREEMENT, and are defined herein
as the ”PROJECT”; and
B.

WHEREAS, the PROJECT has been awarded Mobile Source
Air Pollution Reduction Review
Committee (“MSRC”) funds; and

WHEREAS, the PROJECT has been awarded Community Pro
ject Funding/Congressionally
Directed Spending (“CPF/CDS”) discretionary grant f
unding; and

WHEREAS, the PARTIES wish to enter into this AGREEM
ENT to delineate roles,
responsibilities, and funding commitments relative
to project management and construction
activities of the PROJECT; and

WHEREAS, the CITY desires SBCTA to provide project
management services, estimated at
$100,000, for the PROJECT, and understands it is th
e CITY’s sole responsibility to pay 56%
of the CITY’s share of actual SBCTA project managem
ent costs estimated at $56,000; and

Page 598 of 609 ends

25-1003334 Page 2 of 8
F. WHEREAS, the PROJECT cost shall be funded with pend ing grant funds, Measure I Valley Major Streets – Arterial Subprogam funds, and Local
Funds for the construction of the
PROJECT; and
NOW, THEREFORE, for good and valuable consideration
and the mutual promises contained
herein, the PARTIES agree to the following:

II.

TERM

Unless this AGREEMENT is terminated early as provid ed in Section V, Paragraph F, this AGREEMENT shall terminate upon completion of the PA
RTIES’ obligations and responsibilities
associated with the construction of the PROJECT des
cribed herein or June 30, 2028, whichever is
earlier in time. The indemnification provisions ide
ntified in Section V, Paragraphs C through D, shall

survive the termination of this AGREEMENT. Should a
ny claims arising out of this AGREEMENT
be asserted against one of the PARTIES prior to the
termination of this AGREEMENT, the
AGREEMENT shall be extended until such time as the
claims are settled, dismissed or paid.

III.

SBCTA RESPONSIBILITIES

SBCTA agrees:

To perform project management (“PM”) of the constru
ction of the PROJECT. SBCTA’s PM
responsibilities include, but are not limited to, o
verseeing the selection, retention, and
management of consultants and contractors, ensuring
compliance with federal and state
standards, coordinating with the CITY, managing pro
ject schedules and budgets, and providing
regular updates through Project Development Team (P
DT) meetings. Performance of services
under these consultant contracts shall be subject t
o the technical direction of SBCTA’s Director
of Project Delivery, or their designee, with input
and consultation from CITY. SBCTA shall
ensure that consultants and contractors participati
ng in PROJECT work are appropriately
qualified or licensed to perform the tasks assigned
to them and shall be responsible for
managing the quality of the PROJECT work.

To be the lead agency for the PROJECT under the Cal
ifornia Environmental Quality Act
(CEQA), and to comply with CEQA as applied to lead
agencies.

To contribute towards the CITY’s share of the const
ruction cost of the PROJECT in an amount
not to exceed $417,115 (“SBCTA FUNDS”) as shown in
Attachment A, to be paid from the
CITY’s balance of Measure I Valley Major Streets –
Arterial Subprogam funds. The actual
cost of construction may ultimately vary from the e
stimates provided in Attachment A;
however, under no circumstance are the SBCTA FUNDS
to exceed $417,115 without a written
amendment to this AGREEMENT signed by both Parties.

To prepare and submit to CITY signed invoices for r
eimbursement of allowable project
management services expenditures. Invoices may be s
ubmitted to CITY as frequently as
monthly.

To establish and maintain an accounting system conf
orming to Generally Accepted
Accounting Principles (“GAAP”) to support SBCTA’s r
equest for reimbursement, payment

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25-1003334 Page 3 of 8
vouchers, or invoices, which segregate and accumula te costs of PM and CONSTRUCTION work elements, and produce monthly reports that cle
arly identify reimbursable costs, matching
fund costs, and other allowable expenditures by SBC
TA.

To prepare a final accounting of expenditures, incl
uding a final invoice for the actual PM and
CONSTRUCTION costs. The final accounting and invoic
e shall be submitted no later than
one hundred and twenty (120) calendar days followin
g the completion of this AGREEMENT
and shall be submitted to CITY. The invoice shall i
nclude a statement that these PROJECT
funds were used in conformance with this AGREEMENT
and for those PROJECT-specific
PM and CONSTRUCTION work activities.

To cooperate in having a PROJECT-specific audit com pleted by CITY, at its option, upon completion of PM and CONSTRUCTION work. The audit s
hould justify and validate that all
funds expended on the PROJECT were used in conforma
nce with this AGREEMENT.

To reimburse CITY for costs (Highland Development S
hare Match) that are determined by
subsequent audit to be unallowable within ninety (9
0) calendar days of SBCTA receiving
notice of audit findings, which time shall include
an opportunity for SBCTA to respond to
and/or resolve the finding. Should the finding not
be otherwise resolved and SBCTA fails to
reimburse monies due CITY within ninety (90) calend
ar days of audit finding, or within such
other period as may be agreed between both PARTIES
hereto, the CITY’s Council reserves
the right to withhold future payments due SBCTA fro
m any source under CITY’s control.

SBCTA’s Director of Project Delivery is authorized
to act on behalf of SBCTA under this
Section of the AGREEMENT.

To designate a responsible staff member that will b
e SBCTA’s representative in attending the
PDT meetings, receiving day-to-day communication, a
nd providing PM services.

To complete review and provide comments on PROJECT
documents in a timely manner that
is consistent with the schedule.

To provide CITY with a proposed project schedule to
complete the PROJECT.

To include CITY in PDT meetings and related communi
cations on PROJECT progress as well
as to provide CITY with copies of PDT meeting minut
es and action items.

To perform the PROJECT work in accordance with Stat
e and Federal standards and practices.

To provide CITY with a reasonable amount of review
and approval time and an opportunity to
review, comment on, and approve CONSTRUCTION docume
nts.

To apply for encroachment permits authorizing entry
of SBCTA and its consultants and
contractors onto CITY right of way to perform inves
tigative activities, including surveying and
geotechnical borings, and other field activities re
quired by the PROJECT; and to receive
encroachment permits from the CITY at no cost to SB
CTA, its consultants, and contractors.

To obtain all necessary PROJECT permits, agreements
, and/or approvals from appropriate
agencies. All mitigation, monitoring, and/or remedi
al action required by said permits and/or

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25-1003334 Page 4 of 8
agreements obtained from agencies other than the CI TY shall constitute part of the PROJECT cost.

To identify the utilities within the PROJECT area a
nd coordinate with utility companies to
determine their location, and if necessary, their p
otential relocation.

To require all contractors and/or consultants under
contract to perform services related to the
PROJECT to include the CITY, its officers, director
s, employees, and agents as additional
insureds and to indemnify, defend, and hold harmles
s the CITY, its officers, directors,
employees, and agents from any liability, claims, d
emands, suits, or actions which may be
made by any person resulting from the PROJECT.

IV.

CITY RESPONSIBILITIES

CITY agrees:

To reimburse SBCTA for CITY’s share of actual SBCTA
costs incurred in an estimated
amount of $417,085 (“CITY FUNDS”), which includes $
56,000 towards PM, as shown in
Attachment A. The actual cost may ultimately vary
from the estimates provided in Attachment
A and should CITY’s total share of PROJECT costs ex
ceed the estimates as shown in
Attachment A, CITY agrees to work with SBCTA in goo
d faith to attempt to agree upon an
amendment to the AGREEMENT to account for the addit
ional costs in accordance with
Section V, Paragraph A, below.

When conducting an audit of the costs claimed under
the provisions of this AGREEMENT, to
rely to the maximum extent possible on any prior au
dit of SBCTA performed pursuant to the
provisions of State and Federal laws. In the absenc
e of such an audit, work of other auditors
will be relied upon to the extent that work is acce
ptable to CITY when planning on conducting
additional audits.

To designate a responsible staff member that will b
e CITY’s representative in attending the
PDT meetings, receiving day-to-day communication, a
nd reviewing the PROJECT documents.

To review, provide comments on, and approve PROJECT
documents within two (2) weeks of
receiving the review request from SBCTA. All necess
ary PROJECT reviews, permits,
agreements, and/or approvals from the CITY shall be
provided at no cost to SBCTA, its
consultants, and contractors.

CITY’s Public Works Director/City Engineer is auth
orized to act on behalf of CITY under
this Section of the AGREEMENT.

To provide permits, inspections, reviews, and overs
ight at no cost to SBCTA or to consultants
and contractors contracted by SBCTA to work on the
PROJECT.

To provide SBCTA copies of the franchise/utility ag
reements for the utilities in the PROJECT
area for the purpose of determining prior rights an
d estimating utility relocation costs.

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25-1003334 Page 5 of 8

To assist SBCTA as requested and when necessary exe
rcise the City’s rights under utility
relocation law or under any franchise agreement, to
cause each utility to relocate or rearrange
its utility facility.

To place the acceptance of the PROJECT on a City C
ouncil agenda within thirty (30) days of
receipt of written notice from SBCTA that the PROJE
CT is substantially completed, which
acceptance shall not be unreasonably withheld or de
layed.

MUTUAL RESPONSIBILITIES

The PARTIES agree:

To abide by all applicable Federal, State, and Loca
l laws and regulations pertaining to the
PROJECT, including payment of prevailing wages and
compliance with the policies in the
applicable program in the Measure I 2010-2040 Strat
egic Plan, as amended, as of the Effective
Date of this AGREEMENT. In the event SBCTA determin
es PM and CONSTRUCTION work
may exceed the amounts identified in Attachment A o
f this AGREEMENT, SBCTA shall
inform CITY of this determination and thereafter th
e PARTIES shall work together in an
attempt to agree upon an amendment to the amounts i
dentified in this AGREEMENT. In no
event, however, shall the PARTIES be responsible fo
r PROJECT costs in excess of the
amounts identified in this AGREEMENT without a writ
ten amendment that is approved by
the PARTIES.

Eligible PROJECT reimbursements shall include only
those costs incurred by SBCTA for
PROJECT-specific work activities that are described
in this AGREEMENT and shall not
include escalation or interest.

Neither SBCTA nor any officer, director, employee o
r agent thereof is responsible for any
injury, damage or liability occurring or arising by
reason of anything done or omitted to be
done by CITY under or in connection with any work,
authority or jurisdiction delegated to
CITY under this AGREEMENT. It is understood and ag
reed that, pursuant to Government
Code Section 895.4, CITY shall fully defend, indemn
ify and save harmless SBCTA, its
officers, directors, employees or agents from all c
laims, suits or actions of every name, kind
and description brought for or on account of injury
(as defined by Government Code Section
810.8) occurring by reason of anything done or omit
ted to be done by CITY under or in
connection with any work, authority or jurisdiction
delegated to CITY under this
AGREEMENT.

Neither CITY nor any officer, director, employee or
agent thereof is responsible for any injury,
damage or liability occurring or arising by reason
of anything done or omitted to be done by
SBCTA and under or in connection with any work, aut
hority or jurisdiction delegated to
SBCTA under this AGREEMENT. It is understood and a
greed that, pursuant to Government
Code Section 895.4, SBCTA shall fully defend, indem
nify and save harmless CITY, its
officers, directors, employees or agents from all c
laims, suits or actions of every name, kind
and description brought for or on account of injury
(as defined by Government Code Section
810.8) occurring by reason of anything done or omit
ted to be done by SBCTA under or in

Page 602 of 609 ends

25-1003334 Page 6 of 8
connection with any work, authority or jurisdiction delegated to SBCTA under this AGREEMENT.

CITY and SBCTA represent that they have sufficient
insurance coverage for purposes of
Professional Liability, General Liability, Automobi
le Liability and Workers' Compensation,
and warrant that through their respective insurance
programs they have adequate coverage or
resources to protect against liabilities arising ou
t of the performance of the terms, conditions
or obligations of this Agreement.

Notwithstanding any other provision herein, to the
extent consistent with the terms and
obligations hereof, any PARTY may terminate this AG
REEMENT at any time, with or without
cause, by giving thirty (30) calendar days’ written
notice to the other PARTY. In the event of
a termination, the PARTY terminating this AGREEMENT
shall be liable for any costs or other
obligations it may have incurred under the terms of
the AGREEMENT prior to termination.

The Recitals to this AGREEMENT are true and correct
and are incorporated into this
AGREEMENT.

All signatories hereto warrant that they are duly a
uthorized to execute this AGREEMENT on
behalf of said PARTY and that by executing this AGR
EEMENT, the PARTIES hereto are
formally bound to this AGREEMENT.

This AGREEMENT shall be governed by and construed i
n accordance with the laws of the
State of California. All PARTIES agree to follow a
ll applicable local, state, county, and federal
laws and ordinances with respect to performance und
er this AGREEMENT.

The PARTIES agree that each PARTY and any authorize
d representative, designated in
writing to the PARTIES, and upon reasonable notice,
shall have the right during normal
business hours to examine all PARTIES’ financial bo
oks and records relating to this
AGREEMENT. The PARTIES agree to retain their books
and records for a period of three
(3) years from the later of: a) the date on which t
his AGREEMENT terminates; or b) the date
on which such book or record was created.

If any clause or provisions of this AGREEMENT is il
legal, invalid, or unenforceable under
applicable present or future laws, then it is the i
ntention of the PARTIES that the remainder of
this AGREEMENT shall not be affected but shall rema
in in full force and effect.

This AGREEMENT cannot be amended or modified in any
way except in writing, signed by
all PARTIES hereto.

Neither this AGREEMENT, nor any of the PARTIES’ rig
hts, obligations, duties, or authority
hereunder may be assigned in whole or in part by ei
ther PARTY without the prior written
consent of the other PARTY in its sole, and absolut
e, discretion. Any such attempt of
assignment shall be deemed void and of no force and
effect.

No waiver of any default shall constitute a waiver
of any other default whether of the same or
other covenant or condition. No waiver, benefit, pr
ivilege, or service voluntarily given or

Page 603 of 609 ends

25-1003334 Page 7 of 8
performed by a PARTY shall give the other PARTY any contractual rights by custom, estoppel, or otherwise.

In the event of litigation arising from this AGREEM
ENT, each PARTY to this AGREEMENT
shall bear its own costs, including attorneys’ fees
. This paragraph shall not apply to the costs
or attorneys’ fees relative to paragraphs C and D o
f this Section.

This AGREEMENT may be signed in counterparts, each
of which shall constitute an original,
and may be signed using electronic signatures. This
AGREEMENT is effective and shall be
dated on the date executed by SBCTA (“Effective Dat
e”).

Any notice required, authorized, or permitted to be
given hereunder or any other
communications between the PARTIES provided for und
er the terms of this AGREEMENT
shall be in writing, unless otherwise provided for
herein, and shall be served personally or by
reputable courier addressed to the relevant party a
t the address/fax number stated below:

If to SBCTA: Kristi Lynn Harris
Director of Project Delivery
1170 West Third Street, Second Floor
San Bernardino, CA 92410-1715
Telephone: (909) 884-8276

If to CITY: Octavio Duran Jr., PE
Public Works Director/City Engineer
27215 Base Line
Highland, CA 92346
Telephone: (909) 864-6861

Q. There are no third-party beneficiaries, and thi
s AGREEMENT is not intended, and shall not be
construed to be for the benefit of, or be enforceab
le by, any other person or entity whatsoever.

----------------------------------- SIGNATURE PAGE

TO FOLLOW -----------------------------------

Page 604 of 609 ends

25-1003334 Page 8 of 8

SIGNATURE PAGE TO
COOPERATIVE AGREEMENT NO. 25-1003334

BETWEEN

SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY
and CITY OF HIGHLAND

SAN BERNARDINO COUNTY

TRANSPORTATION AUTHORITY

CITY OF HIGHLAND

By:___ ________________________

By:___________________________
Rick Denison
President, Board of Directors CITY Manager

Date:__________________________

APPROVED AS TO FORM: APPROVED AS TO FORM:

By:___________________________

By:____________________________
Iain MacMillan
Assistant General Counsel CITY Attorney

Page 605 of 609 ends

25-1003334 Page 1 of 1
Attachment A

Project Scope:

Orange Street from 0.25 miles north of Pioneer Aven
ue to Greenspot Road within the limits of the City
of Highland and City of
Redlands.

Total Project Cost Estimate and Funding Shares:

Highland Share of Project Costs: 56%
Redlands Share of Project Costs: 44%

Highland Development Share Match to SBCTA Funds: 46
.4%
Redlands Development Share Match to SBCTA Funds: 23
.1%

*HIGHLAND NORTH includes portions of the project wi thin the City of Highland which received Federal Ca rbon Reduction Program funds

Page 606 of 609 ends

25-1003334 Page 1 of 1
Attachment B
Project Limits

Page 607 of 609 ends

Staff Report
to the City Council
Agenda
Item
No.19.

Date: March 10, 2026
From: Carlos Zamano, City Manager
Reviewed By: Alondra Muñoz, City Clerk
Prepared By: Lissette Nock, Deputy City Clerk
Subject: City Manager Report and Comments (Work Program, Regional/Legislative/ Development Issues, Subcommittees, etc.)

Recommendation:

Discussion and possible action.

Fiscal Impact:

None

Public Notice:

The agenda for this item was posted at the three locations per Resolution No. 2011-047 and on the City’s website.

Background:

Attachments:

None

Page 608 of 609 ends

Staff Report
to the City Council
Agenda
Item
No.20.

Date: March 10, 2026
From: Carlos Zamano, City Manager
Reviewed By: Alondra Muñoz, City Clerk
Prepared By: Lissette Nock, Deputy City Clerk
Subject: Councilmember Comments (Agency/Committee/AB 1234 Reports, District Updates, etc.)

Recommendation:

Discussion and possible action.

Fiscal Impact:

None

Public Notice:

The agenda for this item was posted at the three locations per Resolution No. 2011-047 and on the City’s website.

Background:

Attachments:

None

Page 609 of 609 ends

Highland City CouncilMarch 10, 2026

Highland City Council
March 10, 2026