Lancaster City Council
May 28, 2024

16. Insurance.

A. The Consultant, at its expense, shall maintain in effect at all times during the term of this Agreement the following coverage and limits of insurance, which shall be maintained with insurers listed "A-, VIII" or better in the Best's Key Rating Guide:

Commercial General Liability
Each Occuffence $1,000,00
Per Proiect General Aggresate $2.000.00
Including Products/Completed Operations; Contractual Liability/Independent Contractors; Property Damage
(Coverage shall be at least as broadas ISOformCG20l0 11185 orCG201007104 ond CG203 7 07104 combined, or an equivalent providing ongoing and completed operations)
DocuSign Envelope ID: 1F497019-4D24-4DA2-9F82-D96283119DEB (2) List in the "Descriptions of Operations/Locations/Vehicles" section:
(3) RFQ #699-18 ASSESSMENT DISTRICT ADMINISTRATION &

SUPPORT SERVICES
The City of Lancaster, its elected officials, officers, employees, and volunteers are included as additional covered parties, but only insofar as the operations under this contract are concerned."
(4) List in the "Certificate Holder" section:

The City of Lancaster
44933 Fem Avenue
Lancaster, California 93 53 4
c. Consultant shall include all subcontractors as an insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. Subcontractors are subject to the same insurance requirements as the Consultant.

17. Commencement and Completion of Work. The execution of this AGREEMENT by the parties does not constitute an authorization to proceed. The services of CONSULTANT shall commence when the OWNER, acting by and through its Development Services Director or his designee, has issued the Notice to Proceed.

CONSULTANT shall have no claim for compensation for any services or work which has not been authorizedby the OWNER's Notice to Proceed.

18. Extension of Time for Completion of Work.

A. If, at any time, the work is delayed due to suspension order by OWNER, or due to any other cause which, in the reasonable opinion of the OWNER, is unforeseeable and beyond the control and not attributable to the fault or negligence of CONSULTANT, then CONSULTANT shall be entitled to an extension of time equal to said delay, subject to the OWNER's right to terminate this AGREEMENT pursuant to Section 13.

B. CONSULTANT shall submit to OWNER a written request for an extension of time within ten (10) days after commencement of such delay, and failure to do so shall constitute a waiver thereof. OWNER shall, in its sole discretion, determine whether and to what extent any extensions of time shall be permitted.

C. No extension of time requested or granted hereunder shall entitle CONSULTANT to additional compensation unless, as a consequence of such extension, additional work must be performed. In such event, OWNER shall in good faith consider any request for additional compensation submitted by CONSULTANT.

19. Ownership of Documents. All plans, specifications, reports, studies, tracings, maps and other documents prepared or obtained by CONSULTANT in the course of performing the work required by this AGREEMENT shall be the property of the OWNER. Basic survey notes, sketches, charts, computations and similar data prepared or obtained by CONSULTANT under this AGREEMENT shall, upon request, be made available to OWNER without restriction or limitation on their use, In the event OWNER modified any document and subsequently relies on such modification, without CONSULTANT's prior written consent, OWNER shall be responsible for any DocuSign Envelope ID: 1F497019-4D24-4DA2-9F82-D96283119DEB liability incurred as a result of the reliance on the unapproved modification.

20. Data Provided to CONSULTANT. OWNER shall provide to CONSULTANT, without charge, all data, including reports, records, maps and other information, now in the OWNER's possession which may facilitate the timely performance of the work described in Exhibit "A". CONSULTANT shall be entitled to rely on the accuracy and completeness of services and information furnished by OWNER.

21. CONSULTANT's W ties and Renresentations.

CONSULTANT warrants and represents to OWNER as follows
A. CONSULTANT has not employed or retained any person or entity, other than a bona fide employee working exclusively for CONSULTANT, to solicit or obtain this AGREEMENT.

B. CONSULTANT has not paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for CONSULTANT, any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the execution of this AGREEMENT. Upon any breach or violation of this warranty, OWNER shall have the right, in its sole discretion, to terminate this AGREEMENT without further liability, or, in the alternative, to deduct from any sums payable hereunder the full amount or value of any such fee, commission, percentage or gift.

C. CONSULTANT has no knowledge that any officer or employee of the OWNER has any interest, whether contracfual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of the CONSULTANT, and that if any such interest comes to the knowledge of CONSULTANT at any time, a complete written disclosure of such interest will be made to OWNER, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws.

D. Upon the execution of this AGREEMENT, CONSULTANT has no interest, direct or indirect, in any transaction or business entity which would conflict with or in any manner hinder the performance of services and work required by this AGREEMENT, nor shall any such interest be acquired during the term of this AGREEMENT.

22. Resolution of Disputes.

A. Disputes regarding the interpretation or application of any provisions of this AGREEMENT shall, to the extent reasonably feasible, be resolved through good faith negotiations between the parties.

B. If the parties cannot resolve the dispute through good faith negotiations, either pafi may give Notice of Dispute to the other party. The Notice of Dispute shall state the nature of the dispute and the corrective action necessary to remedy the dispute.

After Notice of Dispute, the parties shall first attempt to resolve any disputes by mediation. The parties shall agree on a single mediator. Mediation shall be conducted in Lancaster, California.

Each party shall pay its own attorneys' fees and the costs of mediation shall be split equally between the parties.

DocuSign Envelope ID: 1F497019-4D24-4DA2-9F82-D96283119DEB If the dispute has not been resolved by mediation within 45 days after Notice of Dispute, or the parties are unable to agree to a mediator, within 15 days after Notice of Dispute, then, the dispute may, upon agreement of the parties be resolved by binding arbitration following the Arbitration Rules for Construction of the AAA.

23. Exhibits.

The following exhibits to which reference is made in this AGREEMENT are deemed incorporated herein in their entirety:

Exhibit "A" Scope of Services
Exhibit "8" Term, Payment and Time for Commencement and Completion Clause
25 Governinq Law.

This AGREEMENT shall be governed by the laws of the State of California.

Effective Date.

This AGREEMENT shall become effective as of the date set forth below on which the last of the parties, whether OWNER or CONSULTANT, executes said AGREEMENT.
[Signatures begin on following page]
24 DocuSign Envelope ID: 1F497019-4D24-4DA2-9F82-D96283119DEB IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed and attested by their respective officers thereunto duly authorized. "oWNER"

CITY OF LANCASTER

LANCASTER, CALIFORNIA
Approved By Head:

By:

Jeff t Services Director
aN tDated:

By:
% Jason City Manager
Dated:
''CONSULTANT''
Harris & Associates, lnc.

By:

K. Dennis
Dated: I Lg 2o11
ice President
ATTEST:

MMC
Clerk
APPRGVED AS TO FORM:

E.
ttorney
DocuSign Envelope ID: 1F497019-4D24-4DA2-9F82-D96283119DEB

EXHIBIT ''A''

SCOPE OF SERVICES
The Consultant shall maintain separate costs for each project and shall identify the costs specific to each project.

The work to be performed under this contract shall include

SEEATTACHEI)
DocuSign Envelope ID: 1F497019-4D24-4DA2-9F82-D96283119DEB

EXHIBIT A - SCOPE OF SERVICES FOR ASSESSMENT DISTRICT ADMINISTRATION

AND ANNEXATION SERVICES
Task 1 - Preparation of Annual Assessment Rolls and Sanitary Sewer Charges for Collection on the Los Angeles County Property Tax Roll.

The following generally describes the services to be provided by the CONSULTANT for the annual administration of the City's Landscape Maintenance Districts, Lighting Maintenance District, Drainage Benefit Assessment District and Sanitary Sewer Fees:

1. Provide consulting, coordination and documentation necessary to communicate the purpose and legal application of the DISTzuCTS to all staff, council and properLyowners.

2. Act as the lead and coordinate with the various City and County departments/divisions to ensure full completion of the levyof assessments.

3. Coordinate with City's Finance Director to obtain budget information for each fiscal year. to be included in the Engineer's reports/staff reports for each District

4. Preparation of Annual reports for each hscal year. The annual assessment reports are scheduled for City Council approvals during the 2nd meeting in May and lst meeting in June. Obtain CPI increase information from US Labor Department which shall be applied to all applicable districts.

5. Provide comprehensive assessment levy information for each parcel. After approval of the Engineer's Reports and approval to levy assessments, CONSULTANT shall submit in timely manner to the Los Angeles County Auditor-Controller's Office for placement on the property tax roll and shall upload the following to DAWEB for each of the 6 districts:
. Billing agreement
. Agency information sheet
. Approved resolutions/ordinance
. Engineer's reports
. Data Transmittal forms

6. Research, reconcile and, resubmit levies generated from the Parcel Change report and Data Assessment Exception report that are rejected by the County Auditor/Controller's office.

On behalf of the DISTRICTS, the CONSULTANT will directly invoice the property owner of record for any levy that should have been added the County property tax roll but was not added. The CONSULTANT will provide a list of parcels and their assessments for publically owned parcels that cannot be placed on the property tax roll for collection and will create handbill template for approval by the City and provide hand bills for those parcels to the City for mailing.

7. Provide a software resource for City staff to remotely view the status of the DISTzuCTS and parcels within the DISTRICTS. Provide training and technical support in the use of the software resource.

8. Complete all reports on the DISTRICTS required by the State of California or its agencies.

Consultant shall also prepare, stamp and sign annual Engineer's Reports and any amendments required after annual reconciliations.

9. Notify the City of important changes in laws affecting the DISTRICTS, recommend CitylConsultant process adjustments, and provide recommendations/costs for potential administrative services scope amendment(s).

I
DocuSign Envelope ID: 1F497019-4D24-4DA2-9F82-D96283119DEB EXHIBIT A _ SCOPE OF SERVICES FOR ASSESSMENT DISTRICT ADMINISTRATION

AND ANNEXATION SERVICES

10. Provide output options to the City for all reports provided. For example, reports provided electronicallyvia email or CDiDVD, paperreports, web pages, etc.

11. Serve as the initial and primary contact to City staff, property owners, title companies, and other interested parties for inquiries regarding each District's administration and annual assessment levies. A toll free telephone number, to be provided by consultant, will appear on the regular property tax billing next to the specific District line item to facilitate contact with the public. The City may also refer property owners, title companies, and other interested parties with inquiries regarding each DISTRICTS administration and annual assessment installments directly to the consultant.

12. Prior to each annual direct assessment submission to the County, perform an audit to ensure the procedures utilized to manage the DISTRICTS including annexing, and levying assessments are correct, legal, equitable, and efficient. Analyze current databases to determine if all parcels that should be included in the DISTRICTS are in fact included, no parcels that should not be annexed are being annexed, and the levies are the correct amounts based on actual use as determined through city records. Provide a report of the findings, corrections, changes, and recommendations.

13. Consultant will update the DISTRICTS records and databases for current Fiscal Year to incorporate changes from the rejected and corrected/resubmitted assessments of various parcels. CONSULTANT will provide supporting documents to illustrate reconciliation of corrections and changes made after the City Council approval of the DISTRICTS Staff and Engineer's reports

14. Perform necessary functions to comply with State of California's Revenue and Taxation Code 163.

15. Complete all reports on DISTRICTS requiredbythe State of California or its agencies.

16. Provide a toll-free phone number to field inquiries concerning DISTRICT administration, annual assessments, and payoff information for City staff, property owners, and other interested parties.
2 DocuSign Envelope ID: 1F497019-4D24-4DA2-9F82-D96283119DEB

EXHIBIT A - SCOPE OF SERVICES FOR ASSESSMENT DISTRICT ADMINISTRATION

AND ANNEXATION SERVICES
Task 2 - District Annexation Services.

The following generally describes the services to be provided by the CONSULTANT for the annexation of parcels into the City's existing assessment districts and assessment calculations for the change of parcel use. Services shall be provided throughout the year as annexation request are received by the City.

1. Meet with City staff to review annexation process and procedures, and receive training in Accela system.

2. Act as primary point of contact for development community seeking to request the annexation to, a City District. Verify if parcel is in or out of districts by looking in Annexation Log databases, Council Resolutions, and Tax Rolls. Coordinate required actions with developer.

3. Upon receiving the development documentation package CONSULTANT will confirm all pertinent documents have been received for processing.

4. Log info into Annexation Log databases and Accela

5. After review of the development documentation package and based upon the characteristics of the development and facilities to be maintained, CONSULTANT will determine whether the development should be annexed into an existing district.

6. For each district annexation, CONSULTANT will prepare and provide a timeline which will identify all relevant tasks relating to the annexation. The timeline will be established in accordance with all California Government Code meeting requirements to ensure a smooth and efficient project.

7. Maintain file for each annexation in electronic or hard copy format as directed by the City that will include all required City documents including:
i. Print Assessor's Parcel Map
ii. Copy of recent Grant deed or Property title (from Developer or Fidelity) iii. Calculation of total lst Year assessment levy for each District that Parcel will be assessed under, including Sewer. Use Engineer's Reports for methods iv. Copy of petition and ballot; select appropriate template based on scenario v. Copy of signed and notarized petitions and ballots. Copy of Invoices and Payment Receipts
vi. Correspondence between CONSULTANT, City Stafl Developers, Engineers and Property Owners
vii. File signed andnotarized petitions and ballots in project file folder

8. CONSULTANT will use all submitted and approved information to prepare a budget for the improvements associated with the annexation and submit to City for approval. The budgets will identify all annual expenses incurred by the District.

9. Obtain parcel data for all parcels proposed to be included in the District(s), which will include, but is not be limited to, assessment information, principal assessments (if applicable), acreage, square footage, classifications, land use codes, zones, dwelling units, EDU values, property owner information, sifus addresses, and tract and lot numbers. 3 DocuSign Envelope ID: 1F497019-4D24-4DA2-9F82-D96283119DEB EXHIBIT A _ SCOPE OF SERVICES FOR ASSESSMENT DISTRICT ADMINISTRATION

AND ANNEXATION SERVICES

10. In accordance with the established annexation documents, calculate the annual assessment for each parcel included in the annexation.

11. Enter and lnvoice fees in Accela including Annexation fee and l't Year's assessments, note annexation and assessment workflow in Accela. Notify and send Annexation and Assessment Invoice to Developer or Property Owner.

12. Prepare all required mapping instruments for the applicable subject district. This task will include the creation of boundary maps, assessment diagrams, and location in accordance with applicable California Government Code.

13. Preparation of annexation reports and documents.

14. Preparation of all required legal documents including, but not limited to, staff reports, resolutions, ordinances, assessment liens, special election ballots, and notice of public hearing for review and approval by City Attorney.

15. For each item requiring Council action, CONSULTANT will attend all Council Meetings which require City Council action and will, be available to answer questions posed by the Council, City staff, and/or the public.

16. Prior to Certificate of Occupancy sign off CONSULTANT will check if project has been annexed into the District(s), paid lst Year Assessments, and is ready to be added to Next Year's Tax Roll database, advise City staffi Developer or Property Owner if there are any outstanding annexation and assessment requirements/issues.

Responsibilities of the City:

1. Provide copies of prior year's assessment roll in electronic format

2. Provide training related to data entry and status monitoring in Accela related to the annexation of new parcels to Districts.

3. Provide remote access to City's Accela system for data entry and status monitoring

4. Provide copies of current policies and procedures for the annexation of parcels

5. Publishing of any required Public Notices

6. Provide legal review of documents as necessary, including draft resolutions, ordinances, staff reports and other documents.

7. Review draft documents in a timely manner and provide comments to CONSULTANT

8. Provide copies of District maps/exhibits used in Engineer's Reports in electronic format and prior annexation documents as requested.
4 DocuSign Envelope ID: 1F497019-4D24-4DA2-9F82-D96283119DEB EXHIBIT B _ TERM, PAYMENT AND TIME FOR COMMENCEMENT

AND COMPLETION CLAUSE
Term
This Agreement shall become effective and shall be in fuIl force and effect upon the execution of the Agreement by the City and the CONSULTANT. This Agreement shall continue in full force and effect for a period of three (3) years from the effective date of the Agreement (the "Term), unless the Agreement is sooner terminated in accordance with the Terms and Conditions in the Agreement; provided, however, that the City and the CONSULTANT may mutually agree in writing to extend the Term of this Agreement for two (2) additional two-year periods.

Pavment
The City of Lancaster shall reimburse the CONSULTANT for the performance of the work, in an amount not to exceed $ 116,975.00 for the first year of services as shown below Annual District Administration Services

DISTRICT
ANNUAL

LUMP SUM
FEE
LANDSCAPE MAINTENANCE DISTRICT NO. I AND

FOX FIELD INDUSTRTAL CORRIDOR LANDSCAPE

MAINTENANCE DISTRICT
s 19,350.00
LANCASTER LIGHTING MAINTENANCE DISTRICT $ 9,870.00
DRAINAGE BENEFIT ASSESSMENT DISTRICT $ 9,82s.00

LANCASTER SANITARY SEWER COLLECTION
SYSTEMS $ 9,080.00
TOTAL ANNUAL NOT TO EXCEED FEE $ 48,125.00
The fee shall be adjusted in succeeding years by the same annual change in CPI approved by the City Council to apply to the Assessment fees, not to exceed five percent (5%). The City shall be invoiced quarterly in March, June, September and December, Annexation Services

ANNEXATION FEE SCHEDULE UNIT
COST
EST. ANNUAL
FEE (100

ANNEXATIONS

PER YEAR
45% of City's Annexation Fee (Lump Sum per
annexation)
(45%x $1,530 per annexation) $688.s0 $ 68,850.00
Calculation and Collection of Assessment Fee
do annexation $1s0 N/A
DocuSign Envelope ID: 1F497019-4D24-4DA2-9F82-D96283119DEB EXHIBIT B _ TERM, PAYMENT AND TIME FOR COMMENCEMENT

AND COMPLETION CLAUSE
Fifty percent (50%) of the CONSULTANT'S annexation fee shall be invoiced following entry in the City's Annexation Log databases, and the remainder shall be invoiced upon paylnent of the fees by the property owner. The fee shall be adjusted in succeeding years based upon changes to the Citywide Fee Schedule. Fee for the calculation and collection of assessments w/o annexation will be invoiced upon payment of assessment(s).

Any additional work will require a separate Authorization for Consultant Services signed by both parties. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, upon receipt by the City of itemized invoices. lnvoices shall be submitted no later than forty-five (45) calendar days after the performance of work for which CONSULTANT is billing. Invoices shall detail the work performed on each milestone, on each project, as applicable. Invoices shall follow the format stipulated for the Cost Proposal and shall reference this contract number and project title. Final invoice must contain the final cost and all credits due City. The final invoice should be submitted within sixty (60) calendar days after completion of CONSULTANT's work.

Consultant shall not be reimbursed for actual travel expenses incurred in the performance of the work.

Time for Commencement and Completion
CONSULTANT shall commence performance of the work no later than three (3) calendar days following issuance of Notice to Proceed.

K. Dennis PE, Vice
Harris & Associates,
2 DocuSign Envelope ID: 1F497019-4D24-4DA2-9F82-D96283119DEB ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED?

INSR ADDLSUBRLTR INSDWVD
PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext):E-MAILADDRESS:INSURER A :INSURED INSURER B :INSURER C :INSURER D :INSURER E :INSURER F :

POLICY NUMBERPOLICY EFFPOLICY EXPTYPE OF INSURANCELIMITS(MM/DD/YYYY)(MM/DD/YYYY)

AUTOMOBILE LIABILITY

UMBRELLA LIABEXCESS LIABWORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE$DAMAGE TO RENTEDCLAIMS-MADEOCCUR $PREMISES (Ea occurrence)MED EXP (Any one person)$PERSONAL & ADV INJURY$GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE$PRO-POLICYLOC PRODUCTS - COMP/OP AGGJECT OTHER: $COMBINED SINGLE LIMIT$(Ea accident)ANY AUTO BODILY INJURY (Per person)$OWNEDSCHEDULEDBODILY INJURY (Per accident)$AUTOS ONLYAUTOSHIREDNON-OWNEDPROPERTY DAMAGE$AUTOS ONLYAUTOS ONLY(Per accident)$OCCUR EACH OCCURRENCECLAIMS-MADEAGGREGATE$DEDRETENTION$ PEROTH-STATUTEERE.L. EACH ACCIDENTE.L. DISEASE - EA EMPLOYEE$If yes, describe underE.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGENAIC #

COMMERCIAL GENERAL LIABILITY
Y / NN / A(Mandatory in NH)
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS.

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement onthis certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

COVERAGESCERTIFICATE NUMBER:REVISION NUMBER:

CERTIFICATE HOLDERCANCELLATION
© 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03)

CERTIFICATE OF LIABILITY INSURANCEDATE (MM/DD/YYYY)
$
$$$$
The ACORD name and logo are registered marks of ACORD
2/2/2022
License # 0757776(925) 609-6500(925) 609-655020508Harris & Associates Inc.Attn: Susan Mandilag1401 Willow Pass Road, Ste. 500Concord, CA 94520204433528925674 A 1,000,000XX60721767398/1/20218/1/20221,000,000Ded: 0 15,0001,000,0002,000,0002,000,0001,000,000B XXBUA 60765905208/1/20218/1/2022Ded: 0 10,000,000C CUE 60765905518/1/20218/1/202210,000,00010,000D XUB-8K458448-21-43-G8/1/20218/1/20221,000,000N 1,000,0001,000,000BPROFESSIONAL LIABAEH5918915888/1/2021Per Claim10,000,000BClaims-Made;150k DedAEH5918915888/1/20218/1/2022Aggregate10,000,000Workers Compensation policy excludes monopolistics states ND, OH, WA, WY.Re: RFQ #699-18 ASSESSMENT DISTRICT ADMINISTRATION & SUPPORT SERVICES (HA #190-067001 (2024)).The City of Lancaster, its elected officials, officers, employees and volunteers as Additional Insured as respects General Liability per attached form CNA75079XX 1016, as required by written contract.Professional Liability Retro Date: Full Prior ActsGeneral Liability and Workers Compensation Waiver of Subrogation forms CNA74858XX 1-15 and WC990376 attached.Auto Liability Additional Insured and Waiver of Subrogation per CNA63359XX 0412 and CA0444 1013, if required by written contract.

The City of Lancaster44933 Fern AvenueLancaster, CA 93534 HARR&AS-01BBOGART
HUB International Insurance Services Inc.P. O. Box 4047Concord, CA 94524-4047Valley Forge Insurance CompanyContinental Casualty CompanyThe Continental Insurance CompanyTravelers Property Casualty Company of America X8/1/2022

X XXXXXXXXX
DocuSign Envelope ID: 1F497019-4D24-4DA2-9F82-D96283119DEB Blanket Additional Insured - Owners, Lessees or
Contractors - with Products-Completed
Operations Coverage Endorsement
CNA75079XX (10-16)

Policy No: 6072176739
Effective Date: 08/01/20 21
Insured Name: Harris & Associates Inc.

Copyright CNA All Rights Reserved. Includes copyrighted materi al of Insurance Services Office, Inc., with its permission.

This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART
It is understood and agreed as follows:

I. WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf:

A. in the performance of your ongoing operations subject to such written contract; or B. in the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products-completed operations hazard, and only if:

1. the written contract requires you to provide the additional insured such coverage; and

2. this coverage part provides such coverage.

II. But if the written contract requires:

A. additional insured coverage under the 11-85 edition, 10-93 edition, or 10-01 edition of CG2010, or under the 10-01 edition of CG2037; or
B. additional insured coverage with "arising out of" language; or C. additional insured coverage to the greatest extent permissible by law; then paragraph I. above is deleted in its entirety and replaced by the following:

WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such written contract.

III. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with:

A. coverage broader than required by the written contract; or B. a higher limit of insurance than required by the written contract.

IV. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of:

A. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including:

1. the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and

2. supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part.

V. Under COMMERCIAL GENERAL LIABI
LITY CONDITIONS, the Condition entitled Other Insurance is amended to add the following, which supersedes any provision to the contrary in this Condition or elsewhere in this coverage part:

DocuSign Envelope ID: 1F497019-4D24-4DA2-9F82-D96283119DEB Blanket Additional Insured - Owners, Lessees or
Contractors - with Products-Completed
Operations Coverage Endorsement
CNA75079XX (10-16)

Policy No: 6072176739
Effective Date: 08/01/20 21
Insured Name: Harris & Associates Inc.

Copyright CNA All Rights Reserved. Includes copyrighted materi al of Insurance Services Office, Inc., with its permission.

Primary and Noncontributory Insurance
With respect to other insurance available to the additional insured under which the additional insured is a named insured, this insurance is primary to and will not seek contribution from such other insurance, provided that a written contract requires the insurance provided by this policy to be:

1. primary and non-contributing with other insurance available to the additional insured; or

2. primary and to not seek contribution from any other insurance available to the additional insured.

But except as specified above, this insurance will be excess of all other insurance available to the additional insured.

VI. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows:

The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following:

Any additional insured pursuant to this endorsement will as soon as practicable:

1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim;

2. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and

3. make available any other insurance, and tender the defense and indemnity of any claim to any other insurer or self-insurer, whose policy or program applies to a loss that the Insurer covers under this coverage part.

However, if the written contract requires this insurance to be primary and non-contributory, this paragraph

3. does not apply to insurance on which the additional insured is a named insured.

The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured.

VII. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition:

Written contract means a written contract or written agreement that requires you to make a person or organization an additional insured on this coverage part, provided the contract or agreement:

A. is currently in effect or becomes effective during the term of this policy; and B. was executed prior to:

1. the bodily injury or property damage; or

2. the offense that caused the personal and advertising injury; for which the additional insured seeks coverage.

Any coverage granted by this endorsement shall apply solely to the extent permissible by law.

All other terms and conditions of the Policy remain unchanged.

This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy.

DocuSign Envelope ID: 1F497019-4D24-4DA2-9F82-D96283119DEB Architects, Engineers and Surveyors General Liability
Extension Endorsement
CNA74858XX (1-15)

Policy No: 6072176739
Effective Date: 08/01/20 21
Insured Name: Harris & Associates Inc.

Copyright CNA All Rights Reserved. Includes copyrighted materi al of Insurance Services Office, Inc., with its permission. (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators.

B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE – ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph:

This insurance is excess over any of the other insu rance, whether primary, e xcess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators.

23. RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES
WHO IS INSURED is amended to include as Insureds natural persons who are retired partners, members, directors or employees, but only for bodily injury, property damage or personal and advertising injury that results from services performed for the Nam
ed In sured
under the Named Insured's direct supervision. All
limitations that apply to employees and volunteer workers also apply to anyone qualifying as an Insured under this Provision.

24. SUPPLEMENTARY PAYMENTS
The section entitled SUPPLEMENTARY PAYMENTS – COVERAGES A AND B is amended as follows:

A. Paragraph 1.b. is amended to delete the $250 limit shown for t he cost of bail bonds and replace it with a
$5,000. limit; and
B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit.

25. UNINTENTI

ONAL FAILURE TO DISCLOSE HAZARDS
If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure.

26. WAIVER OF SUBROGATION - BLANKET
Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following:

The Insurer waives any right of recovery the Insu rer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of:

1. the Named Insured's ongoing operations; or

2. your work included in the products-completed operations hazard.

However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement:

1. is in effect or becomes effective during the term of this Coverage Part; and

2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim.

27. WRAP-UP EXTENSION: OCIP
, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS
Note: The following provision does not apply to any public cons truction project in the state of Oklahoma, nor to any construction project in the state of Alaska, that is not permitted to be insured under a consolidated (wrap- up) insurance program by applicable state statute or regulation.

DocuSign Envelope ID: 1F497019-4D24-4DA2-9F82-D96283119DEB Business Auto Policy
Policy Endorsement

CONTRACTORS EXTENDED COVERAGE ENDORSEMENT - BUSINESS AUTO PLUS I.

A.

1. 2.
a.
b.
(1)
(2)

3. 4.

1. 2.

B.

1. 2.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM

LIABILITY COVERAGE
Who Is An Insured
The following is added to Section II, Paragraph A.1., Who Is An Insured:
a. Any incorporated entity of which the Named Insured owns a majority of the voting stock on the date of inception of this Coverage Form; provided that, b. The insurance afforded by this provision A.1. does not apply to any such entity that is an insured under any other liability "policy" providing auto coverage.

Any organization you newly acquire or form, other than a limited liability company, partnership or joint venture, and over which you maintain majority ownership interest.

The insurance afforded by this provision A.2.:

Is effective on the acquisition or formation date, and is afforded only until the end of the policy period of this Coverage Form, or the next anniversary of its inception date, whichever is earlier.

Does not apply to:

Bodily injury or property damage caused by an accident that occurred before you acquired or formed the organization; or
Any such organization that is an
insured under any other liability "policy" providing auto coverage.

Any person or organization that you are required by a written contract to name as an additional insured is an insured but only with respect to their legal liability for acts or omissions of a person, who qualifies as an insured under SECTION II – WHO IS AN INSURED and for whom Liability Coverage is afforded under this policy. If required by written contract, this insurance will be primary and non-contributory to insurance on which the additional insured is a Named Insured.

An employee of yours is an insured while operating an auto hired or rented under a contract or agreement in that employee's name, with your permission, while performing duties related to the conduct of your business.
"Policy", as used in this provision A. Who Is An Insured, includes those policies that were in force on the inception date of this Coverage Form but:

Which are no longer in force; or
Whose limits have been exhausted.

Bail Bonds and Loss of Earnings
Section II, Paragraphs A.2. (2) and A.2. (4) are revised as follows:

In a.(2), the limit for the cost of bail bonds is changed from $2,000 to $5,000; and In a.(4), the limit for the loss of earnings is changed from $250 to $500 a day.

Endorsement No: 13; Page: 1 of 4
Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Form No: CNA63359XX (04-2012)
Endorsement Effective Date:

Policy No: BUA 6076590520
Policy Effective Date: 08/01/2021 Endorsement Expiration Date:
© Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission.

DocuSign Envelope ID: 1F497019-4D24-4DA2-9F82-D96283119DEB Business Auto Policy
Policy Endorsement
C.

II.

A.

B.
a.
b.

C.
a.

D.
a.
b.
c.
d.
e.
(1)
(2)
E.

Fellow Employee
Section II, Paragraph B.5 does not apply.

Such coverage as is afforded by this provision C. is excess over any other collectible insurance.

PHYSICAL DAMAGE COVERAGE
Glass Breakage – Hitting A Bird Or Animal – Falling Objects Or Missiles The following is added to Section III, Paragraph A.3.:

With respect to any covered auto, any deductible shown in the Declarations will not apply to glass breakage if such glass is repaired, in a manner acceptable to us, rather than replaced.

Transportation Expenses
Section III, Paragraph A.4.a. is revised, with respect to transportation expense incurred by you, to provide:
$60 per day, in lieu of $20; subject to
$1,800 maximum, in lieu of $600.

Loss of Use Expenses
Section III, Paragraph A.4.b. is revised, with respect to loss of use expenses incurred by you, to provide:
$1,000 maximum, in lieu of $600.

Hired "Autos"
The following is added to Section III. Paragraph A.:

5. Hired "Autos"
If Physical Damage coverage is provided under this policy, and such coverage does not extend to Hired Autos, then Physical Damage coverage is extended to:

Any covered auto you lease, hire, rent or borrow without a driver; and Any covered auto hired or rented by your employee without a driver, under a contract in that individual
employee's name, with your permission, while performing duties related to the conduct of your business.

The most we will pay for any one accident or loss is the actual cash value, cost of repair, cost of replacement or $75,000, whichever is less, minus a $500 deductible for each covered auto.

No deductible applies to loss caused by fire or lightning.

The physical damage coverage as is provided by this provision is equal to the physical damage coverage(s) provided on your owned autos.

Such physical damage coverage for hired autos will:

Include loss of use, provided it is the consequence of an accident for which the Named Insured is legally liable, and as a result of which a monetary loss is sustained by the leasing or rental concern.

Such coverage as is provided by this provision will be subject to a limit of $750 per accident.

Airbag Coverage
The following is added to Section III, Paragraph B.3.:

The accidental discharge of an airbag shall not be considered mechanical breakdown.

Endorsement No: 13; Page: 2 of 4
Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Form No: CNA63359XX (04-2012)
Endorsement Effective Date:

Policy No: BUA 6076590520
Policy Effective Date: 08/01/2021 Endorsement Expiration Date:
© Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission.

DocuSign Envelope ID: 1F497019-4D24-4DA2-9F82-D96283119DEB Business Auto Policy
Policy Endorsement
F.
c.
d.

G.
a.
b.
c.
d.
(1)
(2)
III.

1. a.
b.
(1)
(2)

2. IV.

A.

Electronic Equipment
Section III, Paragraphs B.4.c and B.4.d. are deleted and replaced by the following:

Physical Damage Coverage on a covered auto also applies to loss to any permanently installed electronic equipment including its antennas and other accessories A $100 per occurrence deductible applies to the coverage provided by this provision.

Diminution In Value
The following is added to Section III, Paragraph B.6.:

Subject to the following, the diminution in value exclusion does not apply to:

Any covered auto of the private passenger type you lease, hire, rent or borrow, without a driver for a period of 30 days or less, while performing duties related to the conduct of your business; and
Any covered auto of the private passenger type hired or rented by your employee without a driver for a period of 30 days or less, under a contract in that individual employee's name, with your permission, while performing duties related to the conduct of your business.

Such coverage as is provided by this provision is limited to a diminution in value loss arising directly out of accidental damage and not as a result of the failure to make repairs; faulty or incomplete maintenance or repairs; or the installation of substandard parts.

The most we will pay for loss to a covered auto in any one accident is the lesser of:
$5,000; or
20% of the auto's actual cash value (ACV).

Drive Other Car Coverage – Executive Officers
The following is added to Sections II and III:

Any auto you don't own, hire or borrow is a covered auto for Liability Coverage while being used by, and for Physical Damage Coverage while in the care, custody or control of, any of your "executive officers", except:

An auto owned by that "executive officer" or a member of that person's household; or An auto used by that "executive officer" while working in a business of selling, servicing, repairing or parking autos.

Such Liability and/or Physical Damage Coverage as is afforded by this provision.

Equal to the greatest of those coverages afforded any covered auto; and Excess over any other collectible insurance.

For purposes of this provision, "executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document, and, while a resident of the same household, includes that person's spouse.

Such "executive officers" are insureds while using a covered auto described in this provision.

BUSINESS AUTO CONDITIONS
Duties In The Event Of Accident, Claim, Suit Or Loss
The following is added to Section IV, Paragraph A.2.a.:

Endorsement No: 13; Page: 3 of 4
Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Form No: CNA63359XX (04-2012)
Endorsement Effective Date:

Policy No: BUA 6076590520
Policy Effective Date: 08/01/2021 Endorsement Expiration Date:
© Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission.

DocuSign Envelope ID: 1F497019-4D24-4DA2-9F82-D96283119DEB Business Auto Policy
Policy Endorsement
(4)
(6)
B.

C.

D.

E.
a.

V.

Your employees may know of an accident or loss. This will not mean that you have such knowledge, unless such accident or loss is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager.

The following is added to Section IV, Paragraph A.2.b.:

Your employees may know of documents received concerning a claim or suit. This will not mean that you have such knowledge, unless receipt of such documents is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager.

Transfer Of Rights Of Recovery Against Others To Us
The following is added to Section IV, Paragraph A.5. Transfer Of Rights Of Recovery Against Others To Us:

We waive any right of recovery we may have, because of payments we make for injury or damage, against any person or organization for whom or which you are required by written contract or agreement to obtain this waiver from us.

This injury or damage must arise out of your activities under a contract with that person or organization.

You must agree to that requirement prior to an accident or loss.

Concealment, Misrepresentation or Fraud
The following is added to Section IV, Paragraph B.2.:

Your failure to disclose all hazards existing on the date of inception of this Coverage Form shall not prejudice you with respect to the coverage afforded provided such failure or omission is not intentional.

Other Insurance
The following is added to Section IV, Paragraph B.5.:

Regardless of the provisions of Paragraphs 5.a. and 5.d. above, the coverage provided by this policy shall be on a primary non-contributory basis. This provision is applicable only when required by a written contract.

That written contract must have been entered into prior to Accident or Loss.

Policy Period, Coverage Territory
Section IV, Paragraph B. 7.(5).(a). is revised to provide:
45 days of coverage in lieu of 30 days.

DEFINITIONS
Section V. paragraph C. is deleted and replaced by the following:

Bodily injury means bodily injury, sickness or disease sustained by a person, including mental anguish, mental injury or death resulting from any of these.

Endorsement No: 13; Page: 4 of 4
Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Form No: CNA63359XX (04-2012)
Endorsement Effective Date:

Policy No: BUA 6076590520
Policy Effective Date: 08/01/2021 Endorsement Expiration Date:
© Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission.

DocuSign Envelope ID: 1F497019-4D24-4DA2-9F82-D96283119DEB Business Auto Policy
Policy Endorsement

WAIVER OF TRANSFER OF RIGHTS OF RECOVERY

AGAINST OTHERS TO US (WAIVER OF SUBROGATION)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

This endorsement modifies insurance provided under the following:

AUTO DEALERS COVERAGE FORM

BUSINESS AUTO COVERAGE FORM

MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement.

This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below.

Named Insured: HARRIS & ASSOCIATES INC.

Endorsement Effective Date: 08/01/2021

SCHEDULE
Name(s) Of Person(s) Or Organization(s):

ANY PERSON OR ORGANIZATION FOR WHOM OR WHICH YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER FROM US. YOU MUST AGREE TO THAT REQUIREMENT PRIOR TO LOSS.

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization.

Endorsement No: 4; Page: 1 of 1
Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Form No: CA 04 44 10 13
Endorsement Effective Date:

Policy No: BUA 6076590520
Policy Effective Date: 08/01/2021 Endorsement Expiration Date:
© Copyright Insurance Services Office, Inc., 2011
DocuSign Envelope ID: 1F497019-4D24-4DA2-9F82-D96283119DEB UB-8K458448-21-43-G
DocuSign Envelope ID: 1F497019-4D24-4DA2-9F82-D96283119DEB

STAFF REPORT
City of Lancaster
CC 9
2/22/2022
JC
Date: February 22, 2022
To: Mayor Parris and City Council Members
From: Jeff Hogan, Senior Director - Development Services Subject: Approval of Amendment No. 1 of the Professional Services Agreement for Assessment District Administration and Support Services to Harris and Associates Recommendations:

1. Approve Amendment No. 1 of the Professional Services Agreement for Assessment District Administration and Support Services to Harris and Associates.

2. Authorize the City Manager, or his designee, to sign all documents.

Fiscal Impact:
$122,012.08 for the first calendar year. Sufficient funds are available in account 480-4700-301, 482-4700-301, 484-4700-301, and 483-4700-301 for the cost of services rendered in the current fiscal year (50%). Services rendered in fiscal year 2022-2023 shall be budgeted from the same accounts listed above.

Background:

The initial professional services agreement for RFQ #699-18 Assessment District Administration and Support Services was signed on January 29, 2020, with the first amendment signed February 5, 2019. The contract was set to expire in three (3) years with the option for two (2) additional two-year periods. This amendment is to extend the contract for the first two-year period, and will have a new expiration date of February 22, 2024.

NJ/jr
Attachment:

Agreement – Amendment No. 1
DocuSign Envelope ID: 1F497019-4D24-4DA2-9F82-D96283119DEB AMENDMENT NO. 2 TO PROFESSIONAL CONSULTANT SERVICES AGREEMENT This Amendment (“Amendment No. 1”) is hereby entered into effective February 23, 2022 by and between the City of Lancaster, a Municipal Corporation, in the State of California, and HARRIS & ASSOCIATES, INC. (CONSULTANT) with respect to Exhibit “A” of the Amendment for Services between the parties dated February 23, 2022 and the Agreement for Services between the parties dated February 5, 2019 (“Agreement”).

The Parties agree as follows:

1. The term of the Agreement is extended to and including February 22, 2026.

2. Exhibit “A” to Amendment No. 1 is hereby deleted in its entirety and replaced with “Term, Payment and Time for Commencement and Completion Clause Update,” attached hereto as Exhibit “A”.

3. All other terms and provisions of the Agreement and subsequent amendments are hereby reaffirmed.

CITY OF LANCASTER CONSULTANT
HARRIS & ASSOCIATES, INC.

______________________ ______________________
Jason Caudle, City Manager Alison Bouley, P.E.

Vice President, Municipal Funding and
Special District Finance

ATTEST:

City Clerk

APPROVED AS TO FORM:

City Attorney

CONTRACT SUBMISSION APPROVAL:

Department Head

APPENDIX “A”

ORIGINAL AGREEMENT EXHIBIT B -

TERM, PAYMENT AND TIME FOR COMMENCEMENT

AND COMPLETION CLAUSE UPDATE
Term
This Agreement shall become effective and shall be in full force and effect upon the execution of the Agreement by the City and the CONSULTANT. This Amendment shall continue in full force and effect for a period of two (2) additional years from the effective date of the Agreement (the “Term”), unless the Agreement is sooner terminated in accordance with the Terms and Conditions in the Agreement Amendment dated February 22, 2022.

Payment
The City of Lancaster shall reimburse the CONSULTANT for the performance of the work, in an amount not to exceed $127,461.19 for the first year of services as shown below. The fee for Annual District Administration Services shall be adjusted in second year of this Amendment by the same annual change in CPI approved by the City Council to apply to the Assessment fees, not to exceed five percent (5%). The second year of this Amendment shall be an amount not to exceed $130,391.75.

Annual District Administration Services - 2024

DISTRICT
ANNUAL

LUMP SUM
FEE
LANDSCAPE MAINTENANCE DISTRICT NO. 1 AND

FOX FIELD INDUSTRIAL CORRIDOR LANDSCAPE

MAINTENANCE DISTRICT

$ 23,733.82
LANCASTER LIGHTING MAINTENANCE DISTRICT $ 12,106.10
DRAINAGE BENEFIT ASSESSMENT DISTRICT $ 12,050.90

LANCASTER SANITARY SEWER COLLECTION
SYSTEMS $ 10,720.36
TOTAL ANNUAL NOT TO EXCEED FEE $ 58,611.19

Annual District Administration Services - 2025

DISTRICT
ANNUAL

LUMP SUM
FEE
LANDSCAPE MAINTENANCE DISTRICT NO. 1 AND

FOX FIELD INDUSTRIAL CORRIDOR LANDSCAPE

MAINTENANCE DISTRICT

$ 24,920.51
LANCASTER LIGHTING MAINTENANCE DISTRICT $ 12,711.41
DRAINAGE BENEFIT ASSESSMENT DISTRICT $ 12,653.45

LANCASTER SANITARY SEWER COLLECTION
SYSTEMS $ 11,256.38
TOTAL ANNUAL NOT TO EXCEED FEE $ 61,541.75

The City shall be invoiced quarterly in March, June, September and December.

Annexation Services

ANNEXATION FEE SCHEDULE

UNIT
COST
EST.ANNUAL
FEE (100

ANNEXATIONS

PER YEAR
45% of City's Annexation Fee (Lump Sum per
annexation)

(45% x $1,530 per annexation) $688.50 $ 68,850.00
Calculation and Collection of Assessment Fee
w/o annexation $150 N/A

Fifty percent (50%) of the CONSULTANT'S annexation fee shall be invoiced following entry in the City's Annexation Log databases, and the remainder shall be invoiced upon payment of the fees by the property owner. The fee shall be adjusted in succeeding years based upon changes to the Citywide Fee Schedule. Fee for the calculation and collection of assessments w/o annexation will be invoiced upon payment of assessment(s).

Any additional work will require a separate Authorization for Consultant Services signed by both parties. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit, upon receipt by the City of itemized invoices. Invoices shall be submitted no later than forty-five (45) calendar days after the performance of work for which CONSULTANT is billing. Invoices shall detail the work performed on each milestone, on each project, as applicable. Invoices shall follow the format stipulated for the Cost Proposal and shall reference this contract number and project title. Final invoice must contain the final cost and all credits due City. The final invoice should be submitted within sixty (60) calendar days after completion of CONSULTANT's work.

Consultant shall not be reimbursed for actual travel expenses incurred in the performance of the work.

Time for Commencement and Completion

CONSULTANT shall commence performance of the work no later than three (3) calendar days following issuance of Notice to Proceed.

STAFF REPORT
City of Lancaster
CC 17
5/28/2024
JC
Date:May 28, 2024
To: Mayor Parris and City Council Members
From: George N. Harris II, Finance Director
Subject:Approval of increased expenditure authority for the Infinity Technologies Consulting Services Agreement.

Recommendation:

Approve increased expenditure authority for the Infinity Technologies Consulting Services Agreement for FY24 to $167,500.00.

Fiscal Impact:
$27,500.00 to be moved from account 11218000.5710 to account 11218100.5710.

Background:

The City of Lancaster utilizes consulting services from Infinity Technologies for our Geographic Information System (GIS) development, improvements, and general IT needs. GIS is a framework for gathering, managing, and analyzing data. GIS includes many data types, which are organized into layers of information and visualizations using maps. This allows more profound insights into data, which can identify patterns, relationships, and situations that help users make more informed decisions. GIS is used throughout many divisions of the City, including Community Development, Public Works, PARCS, Public Safety, and Emergency Management.

In addition to continuous efforts to expand upon and improve existing GIS data, during the last FY, Infinity Technologies assisted the City in many GIS accomplishments, including integrations with Accela and Tyler EAM, new publicly available map applications for Roadway Projects and Residential Projects, and the creation of over 17 new map layers and 11 new maps.

Attachment:

N/A

STAFF REPORT
City of Lancaster
CC 18
5/28/24
JC
Date: May 28, 2024
To: Mayor Parris and City Council Members
From: Sonya Patterson, Parks, Arts, Recreation, and Community Services Director Subject:Mobile Modular Restrooms for Lancaster Municipal Stadium Expansion Recommendation:

A. Approve the purchase of modular restrooms for the Lancaster Municipal Stadium from Mobile Modular in an amount not to exceed $294,098.14, plus a 10% contingency utilizing the Sourcewell procurement contract.

B. Allocate $323,508 from the general fund balance to CIP Project CP11BS046.const.parcs (Account Number 10169900.8000) for the purchase of modular restrooms.

C. Authorize the City Manager, or his designee, to execute all contracts and associated documents, subject to City Attorney approval.

Fiscal Impact:
$323,508 (includes 10% contingency); with these actions, sufficient funds are available in CP11BS046.const.parcs (Account Number 10169900.8000).

Background:

Following City Council approval of the operating agreement with Antelope Valley Soccer, Inc. (Club) on August 23, 2023, the Lancaster Municipal Stadium (Stadium) will undergo renovations to host professional soccer games. The joint effort, outlined in the Stadium Master Plan, aims to enhance the experience for players and fans while establishing the Stadium as a year-round venue for USL competitions.The renovation includes adding 1,785 seats on the North and East sides, requiring additional restroom facilities.

To maintain project timelines and budget constraints, staff recommend the efficient and cost- effective cooperative purchasing agreement and installation of Mobile Modular restrooms through Sourcewell. Consistent with City purchasing policies, this approach ensures competitive pricing without initiating a separate, lengthy bid process. Sourcewell is a national cooperative that provides pre-vetted public contracts for government agencies. 1 6
4 7
Attachment:

Mobile Modular Sale Quotation and Agreement

Quote # Q-444686
5/16/2024 1:22:03 AM
a Division of McGrath RentCorp
Corporate Headquarters
5700 Las Positas Rd
Livermore, CA 94551
925-606-9000
www.mgrc.com
Sale Quotation and Agreement

Quote # Q-444686
Date of Quote 05/15/2024
Quote Expiration Date: 06/14/2024
Estimate Del Date 08/01/2024
Buyer PO#:

Buyer Name and Billing Address Site Information Seller Name City of Lancaster (“Buyer”)
44933 Fern Avenue
Lancaster, CA 93534
Sonya Patterson
Phone #: 1 (661) 723-5856

Sonya Patterson
44933 Fern Avenue
Lancaster, CA 93534
Cell: 1 (661) 723-5856
Mobile Modular Management Corporation
a Division of McGrath RentCorp ("Seller")
Questions?
Contact: Mario Duran
[email protected]
Direct Phone: 1 (951) 282-4253

Equipment and Accessories Qty Purchase Price Extended Purchase Price Taxable Restroom, 12x32 HCD (NonStd) (Restroom
Building.Non-Standard Configuration.Size
excludes 3' towbar.) (Refurbished Men's
Restroom w/NEW HVAC - BID 25357) 1 $85,669.57 Y
Ramp, Custom Plan (6’6’’x80’ common
deck, 5’x6’
transition, 4’6’’x38’ straight w/
intermediate, (2) 5 tread step
attachments) 1 $61,700.40 $61,700.40 Y
Restroom, 12x42 HCD (NonStd) (Restroom
Building.Non-Standard Configuration.Size
excludes 3' towbar.) (Refurbished Women's
Restroom w/NEW HVAC - BID: 34448) 1 $97,271.33 Y

Charges Upon Delivery Qty Charge Each Total One Time Taxable Restroom, 12x32 HCD (NonStd) (Restroom
Building.Non-Standard Configuration.Size
excludes 3' towbar.) (Refurbished Men's
Restroom w/NEW HVAC - BID 25357)
Delivery 1 $1,105.00 $1,105.00 N
Delivery Pilot 1 $465.00 $465.00 N
Delivery Permit 1 $194.00 $194.00 N
Block and Level Building 1 $400.00 $400.00 N
Foundation, Installation 12 $109.00 $1,308.00 Y
Essential Material Handling Fee 1 $75.00 $75.00 N
Removal, Towbar/Hitch (PW) 1 $155.00 $155.00 N
Skirting, Install 88 $26.00 $2,288.00 Y
Installation, Ramp Custom Plan (PW -
Common Deck, Ramp & Step) 1 $6,700.00 $6,700.00 N
Drawings (Foundation) 1 $1,200.00 $1,200.00 N
Drawings (Building) 1 $650.00 $650.00 N
Drawings (Ramp & Steps) 1 $550.00 $550.00 N

Restroom, 12x42 HCD (NonStd) (Restroom
Building.Non-Standard Configuration.Size
excludes 3' towbar.) (Refurbished Women's
Restroom w/NEW HVAC - BID: 34448)
Delivery 1 $1,105.00 $1,105.00 N
Delivery Pilot 1 $465.00 $465.00 N
Member Account#21324Sourcewell
MOBILE MODULAR SOURCEWELL CONTRACT ID# 120822-MMR
Sourcewell Building price @ 165.00/SF x 504=$83,160.00 (+) plus custom modifications (restroom refurbished) $14,111.33 = Total $97,271.33

Sourcewell Building price @ 165.00/SF x 384=$63,360.00 (+) plus custom modifications (restroom refurbished) $22,309.57= Total $85,669.57

Quote # Q-444686
5/16/2024 1:22:03 AM
a Division of McGrath RentCorp
Corporate Headquarters
5700 Las Positas Rd
Livermore, CA 94551
925-606-9000
www.mgrc.com
Sale Quotation and Agreement

Quote # Q-444686
Date of Quote 05/15/2024
Quote Expiration Date: 06/14/2024
Estimate Del Date 08/01/2024
Buyer PO#:

Delivery Permit 1 $194.00 $194.00 N
Block and Level Building (PW) 1 $400.00 $400.00 N
Foundation, Installation (PW) 14 $109.00 $1,526.00 Y
Essential Material Handling Fee 1 $75.00 $75.00 N
Removal, Towbar/Hitch (PW) 1 $155.00 $155.00 N
Drawings (Foundation) 1 $1,200.00 $1,200.00 N
Drawings (Building) 1 $550.00 $550.00 N
Skirting, Install (PW) 108 $26.00 $2,808.00 Y

Total Estimated Charges
Subtotal $268,209.30
Taxes $25,888.84
Total Charges (including tax) $294,098.14

Special Notes

Flooring (VCT): This building ships standard with used VCT in good condition. VCT may have some discoloration or wear). New VCT is available for an additional charge.

Block/Level: Price assumes building is installed using Mobile Modular standard foundation. Mobile Modular assumes installation on the minimum foundation design criteria/tolerances. For DSA buildings, it is assumed building will be installed on the minimum amount of foundation lumber per the applicable DSA approved stockpile drawings and site will not exceed 4-1/2" out of level. Additional material and labor charges apply for installing buildings above minimum foundation design criteria, raising buildings to meet specific finish floor elevations, raising building level to adjacent buildings, landings, walkways, transitions, etc.

Tie-downs: Quantity and price may vary based on seismic source factor and site conditions. Patch and repair of site after removal is not included and is the responsibility of the Customer. Alternative non -penetrating seismic system is available for an additional charge. Wet-stamped engineering available for an additional charge.

Modification: Mobile Modular will provide an invoice for payment for modification in advance of completing the customizations. We want to meet your expectations so it is important that we receive payment promptly. We can schedule the contract for production once the contract is approved and payment is received.

Product Availability: Product availability and delivery date are subject to product availability upon receipt of signed Agrement and/or credit approval.

General: Customer's site must be dry, compacted, level and accessible by normal truck delivery. Pricing does not include any clearing or grading of sites, obstruction removal, site or final building clean up , a ny asphalt transitions, dolly, crane, forklift, electrical or plumbing connections, window coverings, furniture, casework, appliances, doorstops, phone or data lines, gutters, downspouts or tie-in, temporary power, temporary fencing, traffic control, flagmen, soil and/or pull test, custom engineering, fees associated with inspections, city or county submittals and/or use permits, security screens, door bars and any item not specifically listed as being included.

Yes - Prevailing Wage: Pricing includes prevailing wage and certified payroll for installation work performed on site.

Skirting: Skirting installation & removal is not included unless otherwise noted. When included, it is non-structural, non-fire rated and cosmetic only. Skirting pricing assumes a level site.

MOBILE MODULAR SOURCEWELL CONTRACT ID# 120822-MMR

Additional Notes: Mobile Modular Sourcewell Contract#1208220-MMR. (1) 12x32 & (1) 12x42 Refurbished Modular Restroom Buildings, sale price using standard Sourcewell pricing (+) plus custom modifications (restrooms). Other sale items are using open market rates. All one-time charges including delivery, installation ,ramp, skirting, etc. are priced using vendor or self-performed pricing to remain at or below the Sourcewell approved not to exceed RSMeans plus 17%Markup.

Quote # Q-444686
5/16/2024 1:22:03 AM
a Division of McGrath RentCorp
Corporate Headquarters
5700 Las Positas Rd
Livermore, CA 94551
925-606-9000
www.mgrc.com
Sale Quotation and Agreement

Quote # Q-444686
Date of Quote 05/15/2024
Quote Expiration Date: 06/14/2024
Estimate Del Date 08/01/2024
Buyer PO#:

Used building sale: Quotation is for a used modular building sold in "as is" condition. Unless stated otherwise, MMMC will only perform a general cleaning & repair, reseal the roof, doors & windows, and test the electrical, mechanical & plumbing systems to ensure working condition at the time of delivery. For warranty information, please refer to the Supplemental Sale Terms and Conditions located on Seller's website at:
https://www.mobilemodular.com/Content/Documents/ContractTerms/Suppl emental-Sale-T-and-C.pdf

Quote Based on Mobile Modular Standard Unit: Does not include permits, utility hook ups, site work, office equipment, furniture, coffee/water service, cleaning service, phone/internet service. Quote only includes items specifically listed on quote. If additional equipment is needed to set building, there will be an additional cost.

Security Deposit/First Invoice: Mobile Modular may require the receipt of payment for security deposit and estimated initial invoice amount prior to reserving buildings.

Restroom buildings: Restrooms are not self-contained. Where applicable, manifolds are shipped loose; assembly and connection are the responsibility of the Customer. Water & sewer stub-out locations may vary. Paper & soap dispensers, sanitary and trash receptacles are not provided.

HVAC Filter Replacement Program: Customer has selected the HVAC Filter Replacement Program. This service is incidental to the Lease of the Equipment and not included with any limited warranties. The addit ional charge for this service is included in the monthly rental rate reflected above. For this additional monthly charge, MMMC will mail three (3) HVAC filters on a quarterly basis. Customer shall be solely responsible for installation of the filters each month.

Customer shall be responsible for charges that may result if Customer fails to properly replace HVAC filters on a monthly basis.

Site Installation Requirements: Prior to delivery, Customer shall mark the four corners where the building is to be placed on the site/pad location, and shall also mark the locations of door(s) and ramp(s). Should special handling be required to position, install, or remove the modular building on Customer's site due to site conditions/constraints and/or obstructions, Customer will be responsible for additional charges. Additional rolling charges may be applicable as site conditions necessitate.

Delivery Date: Delivery date will not be confirmed until Mobile Modular receives and approves the signed Agreement and all credit conditions have been met.

Delivery of Equipment: Customer is responsible for selecting a suitable site and directing Mobile Modular on exact placement/orientation of the Equipment. Customer shall physically mark the site/pad to indicate corner locatio ns for Equipment placement.

Additional Information
• Quote is valid for 30 days.
• Buyer’s site must be dry, compacted, level and accessible by normal truck delivery. Costs to dolly, crane, forklift, etc. will be paid by Buyer. Unless noted, prices do not include permits, stairs, foundation systems, temporary power, skirting, engineering, taxes or utility hookups.
• Subject to equipment availability. Unless noted, equipment and related furnishings, finishes, accessories and appliances provided are previously leased and materials, dimensions, and specifications vary. Detailed specifications may be available upon request. • This transaction is subject to prior credit approval
• Down Payment required upon execution of agreement.
• Sales Tax will be calculated based on the tax rate at the time of invoicing. • Unless otherwise noted, prices do not include prevailing wages, Davis-Bacon wages, or other special or certified wages.

MOBILE MODULAR SOURCEWELL CONTRACT ID# 120822-MMR

Quote # Q-444686
5/16/2024 1:22:03 AM
a Division of McGrath RentCorp
Corporate Headquarters
5700 Las Positas Rd
Livermore, CA 94551
925-606-9000
www.mgrc.com
Sale Quotation and Agreement

Quote # Q-444686
Date of Quote 05/15/2024
Quote Expiration Date: 06/14/2024
Estimate Del Date 08/01/2024
Buyer PO#:

This Sale Quotation and Agreement is entered into by and between Seller and Buyer effective as of the date signed by Buyer.

This Sale Quotation and Agreement includes the terms and conditions set forth in the following two documents (collectively, the “Agreement”), each of which is incorporated herein by this reference:

1. Sale Terms and Conditions attached hereto; and

2. Supplemental Sale Terms and Conditions located at (https://www.mobilemodular.com/contractterms), as the same may be updated from time to time in the sole and absolute discretion of Lessor.

By signing below, Seller: (1) acknowledges and agrees that it has received, read and understands the terms of this Agreement and agrees to be bound by the terms of this Agreement, including prices and specifications, and (2) instructs Seller to make appropriate arrangements for the preparation and delivery of the Equipment identified herein. This Agreement may be executed in one or more counterparts (including through the use of electronic signatures), each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Upon execution of this Agreement, Seller shall generate a Sale Agreement Number, which shall be referenced on all Seller invoices.

No document provided by Buyer including, without limitation, Buyer’s purchase orders, work orders, bills of lading, or forms for receipt or acknowledgment or authorization (“Buyer Forms”), nor the terms and conditions associated with such Buyer Forms, shall amend, modify, supplement, waive, or release any term or condition of this Agreement even if such Buyer Forms are signed by an agent or representative of Seller. The terms and conditions of this Agreement shall prevail over any Buyer Forms, and any inconsistent or additional terms and conditions in Buyer Forms shall be deemed void ab initio and of no force or effect.

The individuals signing this Agreement affirm that they are duly authorized to execute this Agreement by and on behalf of the parties hereto.

SELLER: BUYER:

Mobile Modular Management Corporation
a Division of McGrath RentCorp

City of Lancaster

Signature:
/InternalSigner/
Signature:
/CustomerSigner/

Name:
/InternalSignerName/
Name:
/CustomerSignerName/

Title:
/InternalSignerTitle/
Title:
/CustomerSignerTitle/

Date:
/InternalDateSigned/
Date:
/CustomerDateSigned/

MOBILE MODULAR SOURCEWELL CONTRACT ID# 120822-MMR

Quote # Q-444686
5/16/2024 1:22:03 AM
a Division of McGrath RentCorp
Corporate Headquarters
5700 Las Positas Rd
Livermore, CA 94551
925-606-9000
www.mgrc.com
Sale Quotation and Agreement

Quote # Q-444686
Date of Quote 05/15/2024
Quote Expiration Date: 06/14/2024
Estimate Del Date 08/01/2024
Buyer PO#:

SALE TERMS AND CONDITIONS

1. SALE. Seller sells to Buyer, and Buyer purchases from Seller, the equipment listed on the Agreement hereto (“Equipment”) on the terms and conditions set forth herein. This Agreement constitutes a separate and independent sale (a “Sale”) of the Equipment specified in the Agreement.

2. TIME PAYMENT; TITLE RETENTION.

(a) PURCHASE PRICE. The aggregate amount of the purchase price (the “Purchase Price”) is set forth in the Agreement. Unless otherwise specified in writing, Buyer agrees to pay Seller twenty five percent (25%) of the Purchase Price upon execution of the Agreement; sixty five percent (65%) no fewer than two days prior to the scheduled delivery date; and the remaining ten percent (10%) within thirty (30) days of substantial completion (substantial completion does not include punch list items). In addition to the Purchase Price, Buyer shall pay such charges as are attributable to circumstances related to the delivery, drop-off and relocation of Equipment.

(b) TITLE/RETENTION. Title to the Equipment shall not pass to Buyer before the entire Purchase Price has been paid to Seller. Upon Seller’s receipt of payment in full of the Purchase Price, title to the Equipment shall transfer to Buyer, free and clear of all encumbrances arising by or through Seller. All payments due from Buyer pursuant to the terms of the Agreement shall be made without any abatement or set off of any kind, arising from any cause.

2. CANCELLATION. All sales are final and non-refundable upon delivery of the Equipment to Buyer’s site location. Any requests to cancel or reschedule orders prior to delivery may or may not be accepted in Seller’s sole discretion and must be agreed upon by Seller in writing. Without waiving any of its rights, Seller is entitled to recover its costs incurred and profits lost as a result of Buyer’s cancellation or rescheduling of an order. A cancellation fee may be assessed against Buyer. In no event shall such fee exceed the full value of the Agreement. If Buyer has made down payment(s) to Seller prior to cancellation and the cancellation fee is less than the amount(s) already paid, Seller shall deduct the amount of the cancellation fee from any refund that may be owed to Buyer. If down payment amount(s) already made are less than the cancellation fee, Seller shall apply the full down payment amount(s) to the payment of the cancellation fee and Buyer will pay the remaining cancellation fee balance within ten (10) business days after receiving written notice of the balance due. If no down payment has been made by Buyer at the time of cancellation, Buyer shall pay to Seller the entire cancellation balance within ten (10) business days of receipt of written notice from Seller stating the cancellation fee balance that is due.

3. DELIVERY AND PLACEMENT OF EQUIPMENT. Seller agrees to deliver the Equipment to the site location listed on the A greement (the “Site”). Buyer warrants and represents that it has exercised due diligence and care in selecting a suitable site for the Equipment, shall clearly mark the site of placement and shall direct Seller on exact placement and orientation of the Equ ipment. Upon request from Buyer and for an additional fee, Seller will perform a site visit and make recommendations on placement as it relates to site accessibility and layout. Buyer further warrants that the Site will have (1) safe access free from encumbrances; (2) a level pad, which is hereby defined as having no greater than a 4- inch drop in 40 feet (length) and no greater than a 1-inch drop in 8 feet (width); and (3) adequate soil bearing pressure of not less than 1500 psf, except in the state of Florida, where the minimum soil bearing pressure is 2000 psf. Following delivery, Seller will remove all Seller -owned Equipment such as plywood, tools, etc. prior to or at the time of building acceptance. Buyer is responsible for all necessary permits, utility hookups, and Site preparation.

4. INSPECTION AND ACCEPTANCE. Following delivery and setup of the Equipment, Buyer shall inspect the Equipment within forty-eight (48) hours of substantial completion and provide immediate written notice to Seller specifying defects, if any, which Buyer observes. If Buyer fails to provide such notice within four (4) days following substantial completion of the project, it shall be conclusively presumed between Buyer and Seller that Buyer has inspected the Equipment and that all Equipment is in conformance with the Agreement and has been accepted by Buyer.

5. BUYER AGREEMENTS. Buyer agrees that Seller may insert in the Agreement, the serial number and other identification data relating to the Equipment when ascertained by Seller.

6. LOSS OR DAMAGE. All risk of loss or damage to the Equipment shall transfer to Buyer upon delivery of the Equipment to the site location.

Buyer agrees to indemnify and hold Seller harmless from any loss resulting from the theft, destruction or damage to the Equipment. The cost of any required repairs shall be borne by Buyer. Any loss of or damage to the Equipment shall not alleviate Buyer’s obligation t o pay Seller any remaining balance of the Purchase Price existing at the time of the loss.

7. INSURANCE. Upon delivery of the Equipment and until Buyer has paid for the Equipment in full, Buyer shall provide, maintain, and pay all premiums for property insurance covering the loss, theft, destruction, or damage to the Equipment in an amount not less than the full replacement value and will name Seller as loss payee of the proceeds, unless Buyer has paid Seller the entire purchase price in full prior to the scheduled delivery of the Equipment. This coverage will extend to all property of Seller located at the delivery site during the installation. Upon receipt of the proceeds of any insurance, Seller will refund to Buyer any amounts in excess of the balance due Seller by the Buyer in fulfilling the obligations specified herein. Notwithstanding the above, Buyer shall also provide, maintain, and pay all premiums for general liability insurance in the amount of $1,000,000.00 (one million dollars) and name Seller as an additional insured. All insurance shall be with a company having an A.M. Best rating of A- or better, and shall not be subject to cancellation without thirty (30) days prior written notice to Seller. Buyer shall deliver to Seller insurance certificates, or evidence of insuran ce proving the existence of policies meeting the above requirements, upon execution of the Agreement. Seller may require Buyer’s insurance carrier to be licensed to do business in the state where the Equipment is being sold. Buyer’s obligation to provide said insurance will cease once Equipment has been paid for in full and pursuant to Section 2.

MOBILE MODULAR SOURCEWELL CONTRACT ID# 120822-MMR

Quote # Q-444686
5/16/2024 1:22:03 AM
a Division of McGrath RentCorp
Corporate Headquarters
5700 Las Positas Rd
Livermore, CA 94551
925-606-9000
www.mgrc.com
Sale Quotation and Agreement

Quote # Q-444686
Date of Quote 05/15/2024
Quote Expiration Date: 06/14/2024
Estimate Del Date 08/01/2024
Buyer PO#:

8. WAIVER AND INDEMNIFICATION.

(a) Buyer hereby waives and releases all claims against Seller for (i) loss of or damage to all property, goods, wares and merchandise in, upon or about the Equipment and (ii) injuries to Buyer, Buyer’s agents and third persons. Seller shall not be liable for any consequential, incidental, or special damages of any kind (including, but not limited to damages for loss of use or of profit by Buyer or any other party; or for any collateral damages), whether or not caused or continued by Seller’s negligence or delay, which may result from or arise in connection with the manufacture, delivery, installation, checkout or use of the Equipment or in connection with the services rendered by Seller hereunder.

(b) Buyer shall indemnify and hold Seller (and its agents and employees) harmless from and against any and all claims, actions or proceedings and any and all damages, liabilities, losses, costs and expenses (including attorney fees) arising out of or in connection with the Agreement, including all damages, liabilities, losses, costs and expenses arising from Seller’s negligence. If the foregoing obligation is not enforceable against Buyer under applicable law, Buyer agrees to indemnify and hold Seller harmless from damages, liabilities, losses, costs and expenses to the maximum extent permitted by applicable law.

9. TERMINATION FOLLOWING BREACH. In the event (a) of bankruptcy or insolvency of Buyer, or in the event any proceeding is brought by or against Buyer voluntarily or involuntarily, under the provisions of the Bankruptcy Code of the United States, for the appointment of a receiver or trustee or any assignment for the benefit of creditors of Buyer, or (b) that Buyer fails to make timely payments, or perform any of its other obligations, under the Agreement, and such failure or default is not cured within ten (10) days after written notice of such failure or default is provided by Seller, the Agreement automatically shall be terminated in the case of any event described in clause (a) above and may be terminated by Seller in the case of any event described in clause (b) above and, upon such termination, full payment pursuant to the terms of the Agreement shall become immediately due and payable from Buyer. In the event of any such breach or termination, Seller shall have all rights provided by law and under the terms and conditions of the Agreement, including but not limited to: repossession and disposal of the Equipment (and, if any personal property shall remain located in the Equipment at such time, Buyer consents to Seller’s possession and disposal or destruction of such personal property without notice or accounting to Buyer) and recovery of attorney’s fees and other reasonable costs and expenses associated with any breach or termination (including any such disposal or destruction), shall be reimbursed by Buyer on demand of Seller.

10. GOVERNING LAW. Buyer and Seller agree that the Agreement shall be governed in all respects by, and interpreted in accordance with the laws of, the State of California, without regard to its conflicts of laws provisions.

11. JURISDICTION.

(a) If the law of the State of Maryland or Virginia shall apply to the Agreement, it is agreed that the venue for a legal action relating to the Agreement shall be proper if brought in Alameda County, State of California. Subject to Section 9, the prevailing party shall be entitled to recover reasonable attorneys’ fees and court costs, whether or not the action proceeds to judgment.

(b) If the law of any State other than Maryland shall apply to the Agreement, the Federal District Courts located within the Stat e of California shall have non-exclusive jurisdiction over any lawsuit brought by Buyer or Seller as a result of any dispute regarding matters arising in connection with the Agreement. Further, it is agreed that the venue for a legal action relating to the Agreement shall be proper if brought in Alameda County, State of California. Subject to Section 9, the prevailing party shall be entitled to recover reasonable attorneys’ fees and court costs, whether or not the action proceeds to judgment.

12. SELLER’S EXPENSES. Buyer shall pay Seller all costs and expenses, including reasonable attorneys’ fees, incurred by Seller in exercising any of the terms, conditions or provisions of the Agreement.

13. LICENSE AND TRANSFER FEE(S). If so listed on the Agreement, the Purchase Price includes license and/or transfer fees. Buyer will be billed directly by the State for future annual license fees where applicable.

14. COMPLIANCE WITH LAW. Buyer assumes all responsibility for any and all licenses, clearances, permits and other certificates as may be required for Buyer’s lawful operation, use, possession and occupancy of the Equipment. Buyer agrees to fully comply with all laws, rules, regulations and orders of all local, state and federal governmental authorities which in any way relate to the Equipment; and to indemnify and hold Seller harmless from any and all fines, forfeitures, seizures, penalties or other liabilities that may arise from any infringement or violation of any such law, rule, regulation or order.

15. FEDERAL CONTRACTOR. As a federal contractor, Seller’s contracts are subject to the provisions of (i) Executive Order 11246, (41 CFR 60-

1.4); (ii) section 503 of the Rehabilitation Act of 1973, (41 CFR 60-741.5(a); and (iii) section 4212 of the Vietnam Era Veterans Readjustment Act of 1974, (41 CFR 60-300.5(a). Seller shall abide by the requirements of 41 CFR 60-741.5(a) and 41 CFR 60-300.5(a). These regulations prohibit discrimination against qualified individuals on the basis of disability, and qualified protected veterans, and require affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities, and qualified protected veterans.

16. MISCELLANEOUS.

(a) MODIFICATIONS AND AMENDMENTS. Representations and warranties made by any person, including agents and representatives of Seller, which are inconsistent or conflict with the terms of the warranty contained in Section 1 of the Incorporated Provisions on the website (including but not limited to the liability of Seller as set forth above) shall not be binding upon Seller unless reduced to writing and approved by MOBILE MODULAR SOURCEWELL CONTRACT ID# 120822-MMR

Quote # Q-444686
5/16/2024 1:22:03 AM
a Division of McGrath RentCorp
Corporate Headquarters
5700 Las Positas Rd
Livermore, CA 94551
925-606-9000
www.mgrc.com
Sale Quotation and Agreement

Quote # Q-444686
Date of Quote 05/15/2024
Quote Expiration Date: 06/14/2024
Estimate Del Date 08/01/2024
Buyer PO#:

an officer of Seller. Notwithstanding the foregoing, from time to time, Buyer or Seller may request modifications to the scope of work hereunder, which at the sole option of the Seller may be accepted and thus alter the final price stipulated herein. These changes in scope will be deemed approved by Buyer when evidence of work performance is presented by Seller. (b) NO WAIVER. Failure of Seller to enforce any term or condition of the Agreement shall not constitute waiver of any rights stipulated herein, nor shall it in any manner affect the rights of Seller to enforce any of the provisions stated herein. Waiver by Seller of any provision of the Agreement shall be valid only as provided in subsection (a) above and only with respect to the specific matter to which such waiver relates.

(c) If the law of the State of North Carolina shall apply to the Agreement, the does not constitute a “construction contract” or otherwise relate to the improvement of real estate or the design, planning, construction, alteration, repair or maintenance of a building, structure or appurtenance.

17. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between Seller and Buyer regarding the subject matter hereof. If any part of the Agreement is found to be invalid or illegal, Buyer and Seller agree that only the invalid or illegal portion of the Agreement will be eliminated.

Sale Terms and Conditions, Rev12/12/16

MOBILE MODULAR SOURCEWELL CONTRACT ID# 120822-MMR

Modular Design
(All drawings and specifications are nominal)
11450 Mission Blvd, Mira Loma, CA 91752

Mario Duran | 951.282.4253 | [email protected]

12x32 Men’s:

12x42 Women’s:

MOBILE MODULAR SOURCEWELL CONTRACT ID# 120822-MMR

STAFF REPORT
City of Lancaster
CC 19
5/28/2024
JC
Date:May 28, 2024
To: Mayor Parris and City Council Members
From: George N. Harris II, Finance Director
Subject: TDA Article 8 FY2023-24 Application for Available Funds.

Recommendation:

Approve Resolution No. 24-XX, authorizing the City Manager or his designee to apply for $12,071,326 of funds available to the City of Lancaster from the Los Angeles County Metropolitan Transportation Authority (LACMTA).

Fiscal Impact:

The application includes a request of FY2023-24 allocation in the amount of $12,071,326. All prior years' reserve funds have been fully utilized.

Background:

Annually, Los Angeles County Metropolitan Transportation Authority allocates Transportation Development Act (TDA) Article 8 funds to fund unmet transit needs in areas outside the Metro service area.

TDA Article 8 revenues will be used by the City to fund the following Council-approved and budgeted Capital Improvement Projects and operating transfers:
•Edgeline Refresh Project
•Annual Long Line Striping – RB NBH
•35 th St West Ave K-8 Imp Phase II
•Commercial Driveway Access Mods
•High Vis Crosswalk Standardization
•Right of Way Certification and Environmental Clearance •Redundant Street Lighting
Attachment:
1 6
4 8
Memo to TDA Article 8 recipients dated August 15, 2023, from the Los Angeles County Metropolitan Transportation Authority Resolution No. 24-XX

August 15, 2023

MEMO TO: TDA ARTICLE 8 RECIPIENTS

FROM: COSETTE STARK, DEPUTY EXECUTIVE OFFICER

SUBJECT: FY 2023-24 ALLOCATIONS AND CLAIM FORMS

At its June 22, 2023 meeting, the Los Angeles County Metropolitan Transportation Authority (Metro) adopted the FY 2023-24 Transportation Development Act (TDA) Article 8 allocations.

Pursuant to the action, and in accordance with the allocation recommendations and actions taken in June (Exhibit A), Metro invites your agency to claim its TDA Article 8 funds. The following items are included in this packet:

1. Letter to recipients

2. FY 2023-24 Allocations

3. Guidelines to the Administration of TDA Article 8
o Appendix I, Instructions
 Claim Form
 Transit Assurances
 Sample Resolution
o Appendix II, Audit Guidelines
o Appendix III, State Controller’s Guidelines
 Relating to Gas Tax Expenditures (Sections 100-400)

4. Exhibit A - Recommendations (Metro Board Report)

To claim and receive funds, please submit the enclosed forms along with your agency’s certified resolution to:

Ms. Armineh Saint
Director, Transportation Planning
Los Angeles County Metropolitan Transportation Authority One Gateway Plaza
Mail Stop: 99-21-3
Los Angeles, CA 90012-2952

MEMO TO: TDA ARTICLE 8 RECIPIENTS

FROM: COSETTE STARK, DEPUTY EXECUTIVE OFFICER

LOCAL PROGRAMMING

SUBJECT: DEADLINE TO SUBMIT THE TDA 8 CLAIM FORMS FY 2023-24

Please note effective August 8, 2018, the deadline to submit the TDA 8 claim forms for FY2023-24 is June 30, 2024.

Thank you in advance for your cooperation.

RESOLUTION NO. 24-XX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

LANCASTER, CALIFORNIA, AUTHORIZING THE CITY MANAGER,

OR HIS DESIGNEE, TO APPLY FOR ALL FUNDS AVAILABLE TO

THE CITY OF LANCASTER, FROM THE LOS ANGELES COUNTY

METROPOLITAN TRANSPORTATION AUTHORITY, ALLOCATED

FOR STREET AND ROAD IMPROVEMENTS FOR THE FISCAL
YEAR 2023-24 IN THE AMOUNT OF $12,071,326.

WHEREAS, Article 8 of the Transportation Development Act provides that cities can use eligible funds of the County’s Local Transportation Fund for local streets and road expenditures when the City’s unmet transportation needs have been satisfied; and WHEREAS, the City of Lancaster has met its unmet public transportation needs through an agreement with the Los Angeles County Metropolitan Transportation Authority to provide public transportation in the City of Lancaster;
WHEREAS, the City of Lancaster desires to use its portion of its allocation of Transportation Development Act funds for minor street and road improvements;

NOW, THEREFORE, BE IT RESOLVED AND ORDERED BY THE CITY COUNCIL OF THE CITY OF LANCASTER, STATE OF CALIFORNIA, THAT:

Section 1. The City Manager, or his designee, is authorized to sign on behalf of the City of Lancaster and is the City’s designated contact person.

Section 2. The City Manager, or his designee, is authorized to, and shall, apply for all funds available to the City of Lancaster allocated for street and road improvements for Fiscal Year 2023-24 in the amount of $12,071,326.
.

PASSED, APPROVED, and ADOPTED this 28th day of May 2024, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

Resolution No. 24-XX

ATTEST: APPROVED:
______________________________ ____________________________ ANDREA ALEXANDER R. REX PARRIS
City Clerk Mayor
City of Lancaster City of Lancaster

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss

CITY OF LANCASTER )

CERTIFICATION OF RESOLUTION

CITY COUNCIL
I, _______________________, ____________________, City of Lancaster, CA, do hereby certify that this is a true and correct copy of the original Resolution No. 24-XX, for which the original is on file in my office.

WITNESS MY HAND AND THE SEAL OF THE CITY OF LANCASTER, on this ______ day of _________, 2024.
(seal)
__________________________________

STAFF REPORT
City of Lancaster
CC 20
5/28/2024
JC
Date: May 28, 2024
To: Mayor Parris and City Council Members
From: Alexus Merino, Assistant to the City Manager
Subject: Authorization to Apply for the Formation of the Pacific Hydrogen Alliance Non- Profit Organization
Recommendation:

It is recommended that the City Council:

1.Authorize the City Manager, or his designee, to form a California non-profit organization, known as Pacific Hydrogen Alliance.

2.Authorize the City Manager, or his designee, to finalize, execute, and sign all documents necessary to proceed with the application process and formation of the Pacific Hydrogen Alliance.

Fiscal Impact:

The formation of the Pacific Hydrogen Alliance is expected to bring in revenue of $100,000 provided by the Department of Energy for the Twin Cities Program. This funding will support initial operational costs and further the objectives of the partnership.

Background:

The Pacific Hydrogen Alliance (PHA) is a proposed non-profit organization to be incorporated in California, dedicated to advancing hydrogen energy solutions at the municipal level. The mission of PHA is to promote sustainable practices, accelerate progress toward carbon neutrality, and foster a global transition to clean hydrogen energy through collaborative efforts among diverse cities. PHA aims to unite cities with a shared vision of a hydrogen-powered future, serving as a catalyst for knowledge sharing, strategic collaboration, and the development of best practices in hydrogen technology. By leveraging the unique strengths and experiences of its member cities, PHA strives to create scalable hydrogen solutions that benefit the planet, economy, and diverse communities.

Member cities include Lancaster, California, a leader in renewable energy that has achieved net-zero emissions and aims to become the first hydrogen city in the United States; Namie Town, Fukushima Prefecture, Japan, a pioneer in hydrogen deployment committed to becoming a zero-carbon city and home to one of the world's largest renewable hydrogen demonstration plants; and the County of Hawai‘i, Hawaii, which boasts a diverse portfolio of renewable resources and focuses on hydrogen advancement in the transportation sector to achieve carbon neutrality.

The Pacific Hydrogen Alliance will engage in activities such as hosting educational workshops, seminars, and informational sessions on hydrogen technology; developing collaborative projects to deploy hydrogen solutions across member cities; implementing community outreach programs to promote the adoption of hydrogen technologies; advocating for policies and regulations that support the growth of the hydrogen economy; and supporting research and development efforts to innovate and improve hydrogen technologies. In the past, the Clean Energy Ministerial (CEM) and the U.S. Department of Energy (DOE) have launched an initiative, the Twin Cities Program, to build municipal bonds for mutual benefit. Lancaster, Namie, and the County of Hawai‘i have joined this initiative and are committed to sharing knowledge, networks, and strategies for accelerating hydrogen progress and adopting fuel cell technologies. The three cities aim to make significant progress toward carbon neutrality by 2035 by focusing on personal impacts on citizens, hydrogen infrastructure, and environmental benefits.

By working together, the Pacific Hydrogen Alliance aims to pave the way for a hydrogen- powered future, demonstrate hydrogen’s potential as a clean, sustainable energy source, and inspire global change.

Attachment:

Draft 1023 Application Draft Articles of Incorporation Draft Bylaws 4879-2766-5325v1/022283-0548

ARTICLES OF INCORPORATION
OF

PACIFIC HYDROGEN ALLIANCE
I.

The name of this corporation is Pacific Hydrogen Alliance II.

A. This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for public purposes.

B. The specific purpose of this corporation is educational as the corporation will promote educational initiatives and programs for climate protection.

III.

The name and address in the state of California of this corporation’s initial agent for service of process is:

Alexus Merino
44933 Fern Ave.

Lancaster, CA 93534
IV.

The initial street address of this corporation is 44933 Fern Ave., Lancaster, California 93534. The initial mailing address of the corporation is 44933 Fern Ave., Lancaster, California 93534.

V.

A. This corporation is organized and operated exclusively for the purposes set forth in Article II. A. hereof within the meaning of Internal Revenue Code Section 501(c)(3).

B. No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and this corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office.

VI.

The property of this corporation is irrevocably dedicated to the purposes set forth in Article II. A. hereof and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person. Upon the dissolution or winding up of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, 2 4879-2766-5325v1/022283-0548
foundation or corporation which is organized and operated exclusively for charitable, educational and/or religious purposes and which has established its tax-exempt status under Internal Revenue Code Section 501(c)(3).

Dated:

Alexus Merino, Incorporator
OMB No. 1545-0056
Form 1023
(Rev. December 2017) Department of the Treasury
Internal Revenue Service
Application for Recognition of ExemptionUnder Section 501(c)(3) of the Internal Revenue Code ▶ Do not enter social security numbers on this form as it may be made public. ▶ Go to www.irs.gov/Form1023 for instructions and the latest information.

Note: If exempt status is
approved, this application
will be open for public
inspection.

Use the instructions to complete this application and for a definition of all bold items. For additional help, call IRS Exempt Organizations Customer Account Services toll-free at 1-877-829-5500. Visit our website at www.irs.gov for forms and publications. If the required information and documents are not submitted with payment of the appropriate user fee, the application may be returned to you.

Attach additional sheets to this application if you need more space to answer fully. Put your name and EIN on each sheet and identify each answer by Part and line number. Complete Parts I – XI of Form 1023 and submit only those Schedules (A through H) that apply to you.

Part I Identification of Applicant
1 Full name of organization (exactly as it appears in your organizing document)2 c/o Name (if applicable) 3 Mailing address (Number and street) (see instructions)Room/Suite4 Employer Identification Number (EIN) City or town, state or country, and ZIP + 4 5 Month the annual accounting period ends (01 – 12) b Phone:
6Primary contact (officer, director, trustee, or authorized representative) a Name:
c Fax: (optional)
7 Are you represented by an authorized representative, such as an attorney or accountant? If “Yes,” provide the authorized representative’s name, and the name and address of the authorized representative’s firm.

Include a completed Form 2848, Power of Attorney and Declaration of Representative, with your application if you would like us to communicate with your representative.

Yes No
8 Was a person who is not one of your officers, directors, trustees, employees, or an authorized representative listed in line 7, paid, or promised payment, to help plan, manage, or advise you about the structure or activities of your organization, or about your financial or tax matters? If “Yes,” provide the person’s name, the name and address of the person’s firm, the amounts paid or promised to be paid, and describe that person’s role.
9 a Organization’s website:
b Organization’s email: (optional)
10 Certain organizations are not required to file an information return (Form 990 or Form 990-EZ). If you are granted tax-exemption, are you claiming to be excused from filing Form 990 or Form 990-EZ? If “Yes,” explain. See the instructions for a description of organizations not required to file Form 990 or Form 990- EZ.
11 Date incorporated if a corporation, or formed, if other than a corporation. (MM/DD/YYYY) / / Yes No
Yes No
12 Were you formed under the laws of a foreign country? If “Yes,” state the country.

Yes No
For Paperwork Reduction Act Notice, see instructions. Cat. No. 17133K Form 1023 (Rev. 12-2017) Form 1023 is filed electronically only on Pay.gov.

Go to www.irs.gov/form1023 for additional filing information.

Pacific Hydrogen Alliance
44933 Fern Avenue
Lancaster, CA 93554
Alexus Merino, Authorized Representative
661-723-6081
06AlexusMerino,AuthorizedRepresentative
XAlexusMerino,AuthorizedRepresentative
XAlexusMerino,AuthorizedRepresentative
XAlexusMerino,AuthorizedRepresentative
X

Part II Organizational Structure
You must be a corporation (including a limited liability company), an unincorporated association, or a trust to be tax exempt.

See instructions. DO NOT file this form unless you can check “Yes” on lines 1, 2, 3, or 4. 1 Are you a corporation? If “Yes,” attach a copy of your articles of incorporation showing certification of filing with the appropriate state agency. Include copies of any amendments to your articles and be sure they also show state filing certification.
2 Are you a limited liability company (LLC)? If “Yes,” attach a copy of your articles of organization showing certification of filing with the appropriate state agency. Also, if you adopted an operating agreement, attach a copy. Include copies of any amendments to your articles and be sure they show state filing certification.

Refer to the instructions for circumstances when an LLC should not file its own exemption application. 3 Are you an unincorporated association? If “Yes,” attach a copy of your articles of association, constitution, or other similar organizing document that is dated and includes at least two signatures. Include signed and dated copies of any amendments.
4 a Are you a trust? If “Yes,” attach a signed and dated copy of your trust agreement. Include signed and dated copies of any amendments.
b Have you been funded? If “No,” explain how you are formed without anything of value placed in trust. 5 Have you adopted bylaws? If “Yes,” attach a current copy showing date of adoption. If “No,” explain how your officers, directors, or trustees are selected.

Part III Required Provisions in Your Organizing Document Yes No
Yes No
Yes No
Yes No
Yes No
Yes No
The following questions are designed to ensure that when you file this application, your organizing document contains the required provisions to meet the organizational test under section 501(c)(3). Unless you can check the boxes in both lines 1 and 2, your organizing document does not meet the organizational test. DO NOT file this application until you have amended your organizing document. Submit your original and amended organizing documents (showing state filing certification if you are a corporation or an LLC) with your application. 1 Section 501(c)(3) requires that your organizing document state your exempt purpose(s), such as charitable, religious, educational, and/or scientific purposes. Check the box to confirm that your organizing document meets this requirement. Describe specifically where your organizing document meets this requirement, such as a reference to a particular article or section in your organizing document. Refer to the instructions for exempt purpose language.

Location of Purpose Clause (Page, Article, and Paragraph):
2 a Section 501(c)(3) requires that upon dissolution of your organization, your remaining assets must be used exclusively for exempt purposes, such as charitable, religious, educational, and/or scientific purposes. Check the box on line 2a to confirm that your organizing document meets this requirement by express provision for the distribution of assets upon dissolution. If you rely on state law for your dissolution provision, do not check the box on line 2a and go to line 2c. bIf you checked the box on line 2a, specify the location of your dissolution clause (Page, Article, and Paragraph).

Do not complete line 2c if you checked box 2a.
cSee the instructions for information about the operation of state law in your particular state. Check this box if you rely on operation of state law for your dissolution provision and indicate the state:

Part IV Narrative Description of Your Activities
Using an attachment, describe your past, present, and planned activities in a narrative. If you believe that you have already provided some of this information in response to other parts of this application, you may summarize that information here and refer to the specific parts of the application for supporting details. You may also attach representative copies of newsletters, brochures, or similar documents for supporting details to this narrative. Remember that if this application is approved, it will be open for public inspection. Therefore, your narrative description of activities should be thorough and accurate. Refer to the instructions for information that must be included in your description.

Part V Compensation and Other Financial Arrangements With Your Officers, Directors, Trustees, Employees, and Independent Contractors 1a List the names, titles, and mailing addresses of all of your officers, directors, and trustees. For each person listed, state their total annual compensation, or proposed compensation, for all services to the organization, whether as an officer, employee, or other position. Use actual figures, if available. Enter “none” if no compensation is or will be paid. If additional space is needed, attach a separate sheet. Refer to the instructions for information on what to include as compensation.

Name Title Mailing address
Compensation amount
(annual actual or estimated)
R. Rex Parris Chair $0
Alexus Merino Secretary $0
George Harris Chief Financial Officer $0
Jason Caudle
Lex Heslin

EXECUTIVE DIRECTOR
Form 1023 (Rev. 12-2017)
XAlexusMerino,AuthorizedRepresentative
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XAlexusMerino,AuthorizedRepresentativeXAlexusMerino,AuthorizedRepresentative XAlexusMerino,AuthorizedRepresentative
XAlexusMerino,AuthorizedRepresentative
Commented [MA1]: Lex, see note on
additional document
Commented [MA2]: Lex, needs to be
completed. Legal wants to see a full board of
directors
Commented [MA3R3]: No Foreign officers, on
board ok

Part V Compensation and Other Financial Arrangements With Your Officers, Directors, Trustees, Employees, and Independent Contractors (Continued) bList the names, titles, and mailing addresses of each of your five highest compensated employees who receive or will receive compensation of more than $50,000 per year. Use the actual figure, if available. Refer to the instructions for information on what to include as compensation. Do not include officers, directors, or trustees listed in line 1a.

Name Title Mailing address
Compensation amount
(annual actual or estimated)
cList the names, names of businesses, and mailing addresses of your five highest compensated independent contractors that receive or will receive compensation of more than $50,000 per year. Use the actual figure, if available. Refer to the instructions for information on what to include as compensation.

Name Title Mailing address
Compensation amount
(annual actual or estimated)
The following “Yes” or “No” questions relate to past, present, or planned relationships, transactions, or agreements with your officers, directors, trustees, highest compensated employees, and highest compensated independent contractors listed in lines 1a, 1b, and 1c. 2 a Are any of your officers, directors, or trustees related to each other through family or business relationships? If “Yes,” identify the individuals and explain the relationship. b Do you have a business relationship with any of your officers, directors, or trustees other than through their position as an officer, director, or trustee? If “Yes,” identify the individuals and describe the business relationship with each of your officers, directors, or trustees. c Are any of your officers, directors, or trustees related to your highest compensated employees or highest compensated independent contractors listed on lines 1b or 1c through family or business relationships? If “Yes,” identify the individuals and explain the relationship. 3 a For each of your officers, directors, trustees, highest compensated employees, and highest compensated independent contractors listed on lines 1a, 1b, or 1c, attach a list showing their name, qualifications, average hours worked, and duties.
b Do any of your officers, directors, trustees, highest compensated employees, and highest compensated independent contractors listed on lines 1a, 1b, or 1c receive compensation from any other organizations, whether tax exempt or taxable, that are related to you through common control? If “Yes,” identify the individuals, explain the relationship between you and the other organization, and describe the compensation arrangement.
4 In establishing the compensation for your officers, directors, trustees, highest compensated employees, and highest compensated independent contractors listed on lines 1a, 1b, and 1c, the following practices are recommended, although they are not required to obtain exemption. Answer “Yes” to all the practices you use.
a Do you or will the individuals that approve compensation arrangements follow a conflict of interest policy? b Do you or will you approve compensation arrangements in advance of paying compensation? c Do you or will you document in writing the date and terms of approved compensation arrangements? Yes No
Yes No
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Part V Compensation and Other Financial Arrangements With Your Officers, Directors, Trustees, Employees, and Independent Contractors (Continued) d Do you or will you record in writing the decision made by each individual who decided or voted on compensation arrangements?
e Do you or will you approve compensation arrangements based on information about compensation paid by similarly situated taxable or tax-exempt organizations for similar services, current compensation surveys compiled by independent firms, or actual written offers from similarly situated organizations? Refer to the instructions for Part V, lines 1a, 1b, and 1c, for information on what to include as compensation. f Do you or will you record in writing both the information on which you relied to base your decision and its source?
g If you answered “No” to any item on lines 4a through 4f, describe how you set compensation that is reasonable for your officers, directors, trustees, highest compensated employees, and highest compensated independent contractors listed in Part V, lines 1a, 1b, and 1c. 5 a Have you adopted a conflict of interest policy consistent with the sample conflict of interest policy in Appendix A to the instructions? If “Yes,” provide a copy of the policy and explain how the policy has been adopted, such as by resolution of your governing board. If “No,” answer lines 5b and 5c. b What procedures will you follow to assure that persons who have a conflict of interest will not have influence over you for setting their own compensation?
c What procedures will you follow to assure that persons who have a conflict of interest will not have influence over you regarding business deals with themselves?
Note: A conflict of interest policy is recommended though it is not required to obtain exemption.

Hospitals, see Schedule C, Section I, line 14.
6 a Do you or will you compensate any of your officers, directors, trustees, highest compensated employees, and highest compensated independent contractors listed in lines 1a, 1b, or 1c through non-fixed payments, such as discretionary bonuses or revenue-based payments? If “Yes,” describe all non-fixed compensation arrangements, including how the amounts are determined, who is eligible for such arrangements, whether you place a limitation on total compensation, and how you determine or will determine that you pay no more than reasonable compensation for services. Refer to the instructions for Part V, lines 1a, 1b, and 1c, for information on what to include as compensation. b Do you or will you compensate any of your employees, other than your officers, directors, trustees, or your five highest compensated employees who receive or will receive compensation of more than $50,000 per year, through non-fixed payments, such as discretionary bonuses or revenue-based payments? If “Yes,” describe all non-fixed compensation arrangements, including how the amounts are or will be determined, who is or will be eligible for such arrangements, whether you place or will place a limitation on total compensation, and how you determine or will determine that you pay no more than reasonable compensation for services.

Refer to the instructions for Part V, lines 1a, 1b, and 1c, for information on what to include as compensation. 7 a Do you or will you purchase any goods, services, or assets from any of your officers, directors, trustees, highest compensated employees, or highest compensated independent contractors listed in lines 1a, 1b, or 1c? If “Yes,” describe any such purchase that you made or intend to make, from whom you make or will make such purchases, how the terms are or will be negotiated at arm’s length, and explain how you determine or will determine that you pay no more than fair market value. Attach copies of any written contracts or other agreements relating to such purchases. b Do you or will you sell any goods, services, or assets to any of your officers, directors, trustees, highest compensated employees, or highest compensated independent contractors listed in lines 1a, 1b, or 1c? If “Yes,” describe any such sales that you made or intend to make, to whom you make or will make such sales, how the terms are or will be negotiated at arm’s length, and explain how you determine or will determine you are or will be paid at least fair market value. Attach copies of any written contracts or other agreements relating to such sales. 8 a Do you or will you have any leases, contracts, loans, or other agreements with your officers, directors, trustees, highest compensated employees, or highest compensated independent contractors listed in lines 1a, 1b, or 1c? If “Yes,” provide the information requested in lines 8b through 8f. bDescribe any written or oral arrangements that you made or intend to make. cIdentify with whom you have or will have such arrangements. dExplain how the terms are or will be negotiated at arm’s length. eExplain how you determine you pay no more than fair market value or you are paid at least fair market value. fAttach copies of any signed leases, contracts, loans, or other agreements relating to such arrangements.

Yes No
Yes No
Yes No
Yes No
Yes No
Yes No
Yes No
Yes No
Yes No
9 a Do you or will you have any leases, contracts, loans, or other agreements with any organization in which any of your officers, directors, or trustees are also officers, directors, or trustees, or in which any individual officer, director, or trustee owns more than a 35% interest? If “Yes,” provide the information requested in lines 9b through 9f.

Yes No
Form 1023 (Rev. 12-2017)
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Part VII
Part V
Part VI
Compensation and Other Financial Arrangements With Your Officers, Directors, Trustees, Employees, and Independent Contractors (Continued) bDescribe any written or oral arrangements you made or intend to make. cIdentify with whom you have or will have such arrangements. dExplain how the terms are or will be negotiated at arm’s length. eExplain how you determine or will determine you pay no more than fair market value or that you are paid at least fair market value.
fAttach a copy of any signed leases, contracts, loans, or other agreements relating to such arrangements.

Your Members and Other Individuals and Organizations That Receive Benefits From You The following “Yes” or “No” questions relate to goods, services, and funds you provide to individuals and organizations as part of your activities. Your answers should pertain to past, present, and planned activities. See instructions. 1 a In carrying out your exempt purposes, do you provide goods, services, or funds to individuals? If “Yes,” describe each program that provides goods, services, or funds to individuals. b In carrying out your exempt purposes, do you provide goods, services, or funds to organizations? If “Yes,” describe each program that provides goods, services, or funds to organizations. 2 Do any of your programs limit the provision of goods, services, or funds to a specific individual or group of specific individuals? For example, answer “Yes,” if goods, services, or funds are provided only for a particular individual, your members, individuals who work for a particular employer, or graduates of a particular school. If “Yes,” explain the limitation and how recipients are selected for each program.

Yes No
Yes No
Yes No
3 Do any individuals who receive goods, services, or funds through your programs have a family or business relationship with any officer, director, trustee, or with any of your highest compensated employees or highest compensated independent contractors listed in Part V, lines 1a, 1b, and 1c? If “Yes,” explain how these related individuals are eligible for goods, services, or funds.

Your History
The following “Yes” or “No” questions relate to your history. See instructions. 1 Are you a successor to another organization? Answer “Yes,” if you have taken or will take over the activities of another organization; you took over 25% or more of the fair market value of the net assets of another organization; or you were established upon the conversion of an organization from for-profit to nonprofit status. If “Yes,” complete Schedule G.
2 Are you submitting this application more than 27 months after the end of the month in which you were legally formed? If “Yes,” complete Schedule E.

Yes No
Yes No
Yes No
Part VIII Your Specific Activities
The following “Yes” or “No” questions relate to specific activities that you may conduct. Check the appropriate box. Your answers should pertain to past, present, and planned activities. See instructions. 1 Do you support or oppose candidates in political campaigns in any way? If “Yes,” explain.Yes No 2 a Do you attempt to influence legislation? If “Yes,” explain how you attempt to influence legislation and complete line 2b. If “No,” go to line 3a.
b Have you made or are you making an election to have your legislative activities measured by expenditures by filing Form 5768? If “Yes,” attach a copy of the Form 5768 that was already filed or attach a completed Form 5768 that you are filing with this application. If “No,” describe whether your attempts to influence legislation are a substantial part of your activities. Include the time and money spent on your attempts to influence legislation as compared to your total activities.

Yes No
Yes No
3 a Do you or will you operate bingo or gaming activities? If “Yes,” describe who conducts them, and list all revenue received or expected to be received and expenses paid or expected to be paid in operating these activities. Revenue and expenses should be provided for the time periods specified in Part IX, Financial Data.
bDo you or will you enter into contracts or other agreements with individuals or organizations to conduct bingo or gaming for you? If “Yes,” describe any written or oral arrangements that you made or intend to make, identify with whom you have or will have such arrangements, explain how the terms are or will be negotiated at arm’s length, and explain how you determine or will determine you pay no more than fair market value or you will be paid at least fair market value. Attach copies or any written contracts or other agreements relating to such arrangements.
c List the states and local jurisdictions, including Indian Reservations, in which you conduct or will conduct gaming or bingo.

Yes No
Yes No
XAlexusMerino,AuthorizedRepresentativeXAlexusMerino,AuthorizedRepresentative XAlexusMerino,AuthorizedRepresentative
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Part VIII Your Specific Activities (Continued)
4 a Do you or will you undertake fundraising? If “Yes,” check all the fundraising programs you do or will conduct. See instructions.
mail solicitations phone solicitations
email solicitations accept donations on your website
Yes No
personal solicitations
vehicle, boat, plane, or similar donations
foundation grant solicitations
Attach a description of each fundraising program.
receive donations from another organization’s website
government grant solicitations
Other
bDo you or will you have written or oral contracts with any individuals or organizations to raise funds for you? If “Yes,” describe these activities. Include all revenue and expenses from these activities and state who conducts them. Revenue and expenses should be provided for the time periods specified in Part IX, Financial Data. Also, attach a copy of any contracts or agreements. cDo you or will you engage in fundraising activities for other organizations? If “Yes,” describe these arrangements. Include a description of the organizations for which you raise funds and attach copies of all contracts or agreements.
dList all states and local jurisdictions in which you conduct fundraising. For each state or local jurisdiction listed, specify whether you fundraise for your own organization, you fundraise for another organization, or another organization fundraises for you.
eDo you or will you maintain separate accounts for any contributor under which the contributor has the right to advise on the use or distribution of funds? Answer “Yes” if the donor may provide advice on the types of investments, distributions from the types of investments, or the distribution from the donor’s contribution account. If “Yes,” describe this program, including the type of advice that may be provided and submit copies of any written materials provided to donors.
5 Are you affiliated with a governmental unit? If “Yes,” explain. 6 a Do you or will you engage in economic development? If “Yes,” describe your program. b Describe in full who benefits from your economic development activities and how the activities promote exempt purposes.
7 a Do or will persons other than your employees or volunteers develop your facilities? If “Yes,” describe each facility, the role of the developer, and any business or family relationship(s) between the developer and your officers, directors, or trustees.
bDo or will persons other than your employees or volunteers manage your activities or facilities? If “Yes,” describe each activity and facility, the role of the manager, and any business or family relationship(s) between the manager and your officers, directors, or trustees. cIf there is a business or family relationship between any manager or developer and your officers, directors, or trustees, identify the individuals, explain the relationship, describe how contracts are negotiated at arm’s length so that you pay no more than fair market value, and submit a copy of any contracts or other agreements.
8 Do you or will you enter into joint ventures, including partnerships or limited liability companies treated as partnerships, in which you share profits and losses with partners other than section 501(c)(3) organizations? If “Yes,” describe the activities of these joint ventures in which you participate. 9 a Are you applying for exemption as a childcare organization under section 501(k)? If “Yes,” answer lines 9b through 9d. If “No,” go to line 10.
b Do you provide childcare so that parents or caretakers of children you care for can be gainfully employed (see instructions)? If “No,” explain how you qualify as a childcare organization described in section 501(k). cOf the children for whom you provide childcare, are 85% or more of them cared for by you to enable their parents or caretakers to be gainfully employed (see instructions)? If “No,” explain how you qualify as a childcare organization described in section 501(k).
dAre your services available to the general public? If “No,” describe the specific group of people for whom your activities are available. Also, see the instructions and explain how you qualify as a childcare organization described in section 501(k).
10 Do you or will you publish, own, or have rights in music, literature, tapes, artworks, choreography, scientific discoveries, or other intellectual property? If “Yes,” explain. Describe who owns or will own any copyrights, patents, or trademarks, whether fees are or will be charged, how the fees are determined, and how any items are or will be produced, distributed, and marketed.

Yes No
Yes No
Yes No
Yes No
Yes No
Yes No
Yes No
Yes No
Yes No
Yes No
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Part VIII Your Specific Activities (Continued)
11 Do you or will you accept contributions of: real property; conservation easements; closely held securities; intellectual property such as patents, trademarks, and copyrights; works of music or art; licenses; royalties; automobiles, boats, planes, or other vehicles; or collectibles of any type? If “Yes,” describe each type of contribution, any conditions imposed by the donor on the contribution, and any agreements with the donor regarding the contribution.
12 a Do you or will you operate in a foreign country or countries? If “Yes,” answer lines 12b through 12d. If “No,” go to line 13a.
bName the foreign countries and regions within the countries in which you operate. cDescribe your operations in each country and region in which you operate. dDescribe how your operations in each country and region further your exempt purposes. 13 a Do you or will you make grants, loans, or other distributions to organization(s)? If “Yes,” answer lines 13b through 13g. If “No,” go to line 14a.
bDescribe how your grants, loans, or other distributions to organizations further your exempt purposes. cDo you have written contracts with each of these organizations? If “Yes,” attach a copy of each contract. dIdentify each recipient organization and any relationship between you and the recipient organization. eDescribe the records you keep with respect to the grants, loans, or other distributions you make. fDescribe your selection process, including whether you do any of the following. (i) Do you require an application form? If “Yes,” attach a copy of the form. (ii)Do you require a grant proposal? If “Yes,” describe whether the grant proposal specifies your responsibilities and those of the grantee, obligates the grantee to use the grant funds only for the purposes for which the grant was made, provides for periodic written reports concerning the use of grant funds, requires a final written report and an accounting of how grant funds were used, and acknowledges your authority to withhold and/or recover grant funds in case such funds are, or appear to be, misused. gDescribe your procedures for oversight of distributions that assure you the resources are used to further your exempt purposes, including whether you require periodic and final reports on the use of resources. 14 a Do you or will you make grants, loans, or other distributions to foreign organizations? If “Yes,” answer lines 14b through 14f. If “No,” go to line 15.
b Provide the name of each foreign organization, the country and regions within a country in which each foreign organization operates, and describe any relationship you have with each foreign organization. c Does any foreign organization listed in line 14b accept contributions earmarked for a specific country or specific organization? If “Yes,” list all earmarked organizations or countries. dDo your contributors know that you have ultimate authority to use contributions made to you at your discretion for purposes consistent with your exempt purposes? If “Yes,” describe how you relay this information to contributors.
eDo you or will you make pre-grant inquiries about the recipient organization? If “Yes,” describe these inquiries, including whether you inquire about the recipient’s financial status, its tax-exempt status under the Internal Revenue Code, its ability to accomplish the purpose for which the resources are provided, and other relevant information.
f Do you or will you use any additional procedures to ensure that your distributions to foreign organizations are used in furtherance of your exempt purposes? If “Yes,” describe these procedures, including site visits by your employees or compliance checks by impartial experts, to verify that grant funds are being used appropriately.

Yes No
Yes No
Yes No
Yes No
Yes No
Yes No
Yes No
Yes No
Yes No
Yes No
Yes No
Form 1023 (Rev. 12-2017)
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Part VIII Your Specific Activities (Continued)
15 Do you have a close connection with any organizations? If “Yes,” explain. Yes No 16 Are you applying for exemption as a cooperative hospital service organization under section 501(e)? If “Yes,” explain.

Yes No
organizations under section 501(f)? If “Yes,” explain.
18 Are you applying for exemption as a charitable risk pool under section 501(n)? If “Yes,” explain.Yes No 19 Do you or will you operate a school? If “Yes,” complete Schedule B. Answer “Yes,” whether you operate a school as your main function or as a secondary activity. 20 Is your main function to provide hospital or medical care? If “Yes,” complete Schedule C. 21 Do you or will you provide low-income housing or housing for the elderly or handicapped? If “Yes,” complete Schedule F.
22 Do you or will you provide scholarships, fellowships, educational loans, or other educational grants to individuals, including grants for travel, study, or other similar purposes? If “Yes,” complete Schedule H.

Note: Private foundations may use Schedule H to request advance approval of individual grant procedures.

Yes No
Yes No
Yes No
Yes No
17Are you applying for exemption as a cooperative service organization of operating educationalYes No X
X
X
X
X
X
X
X

Part IX Financial Data
For purposes of this schedule, years in existence refer to completed tax years.

1. If in existence less than 5 years, complete the statement for each year in existence and provide projections of your likely revenues and expenses based on a reasonable and good faith estimate of your future finances for a total of:
a. Three years of financial information if you have not completed one tax year, or b. Four years of financial information if you have completed one tax year. See instructions.

2. If in existence 5 or more years, complete the schedule for the most recent 5 tax years. You will need to provide a separate statement that includes information about the most recent 5 tax years because the data table in Part IX has not been updated to provide for a 5th year. See instructions.

A. Statement of Revenues and Expenses
Type of revenue or expense Current tax year 3 prior tax years or 2 succeeding tax years (a) From (b) From (c) From (d) From
To To To To
(e) Provide Total for(a) through (d)
1 Gifts, grants, and
contributions received (do not
include unusual grants)
2 Membership fees received
3 Gross investment income
4 Net unrelated business
income
5 Taxes levied for your benefit
6 Value of services or facilities furnished by a governmental unit without charge (not including the value of services generally furnished to the public without charge) 7 Any revenue not otherwise listed
above or in lines 9–12 below
(attach an itemized list)
8 Total of lines 1 through 7
9 Gross receipts from admissions, merchandise sold or services performed, or furnishing of facilities in any activity that is related to your exempt purposes (attach itemized list) 10 Total of lines 8 and 9
11 Net gain or loss on sale of
capital assets (attach
schedule and see instructions)
12 Unusual grants
Revenues
13 Total Revenue
Add lines 10 through 12
14 Fundraising expenses
15 Contributions, gifts, grants,
and similar amounts paid out
(attach an itemized list)
16 Disbursements to or for the
benefit of members (attach an
itemized list)
17 Compensation of officers,
directors, and trustees
18 Other salaries and wages
19 Interest expense
20 Occupancy (rent, utilities, etc.)
21 Depreciation and depletion
22 Professional fees
23 Any expense not otherwise
classified, such as program
services (attach itemized list)
Expenses
24 Total Expenses
Add lines 14 through 23
Form 1023 (Rev. 12-2017)
$100,000
$100,000
$100,000

Part IX Financial Data (Continued)
B. Balance Sheet (for your most recently completed tax year) Year End:

Assets (Whole dollars)
1 Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2 Accounts receivable, net . . . . . . . . . . . . . . .. . . . . . . . . . . 2 3 Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 4 Bonds and notes receivable (attach an itemized list) . . . . . .. . . . . . . . . . . 4 5 Corporate stocks (attach an itemized list) . . . . . . . . .. . . . . . . . . . . 5 6 Loans receivable (attach an itemized list) . . . . . . . . .. . . . . . . . . . . 6 7 Other investments (attach an itemized list) . . . . . . . . . . . . . . . . . . . . 7 8 Depreciable and depletable assets (attach an itemized list) . . .. . . . . . . . . . . 8 9 Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 10 Other assets (attach an itemized list) . . . . . . . . . . .. . . . . . . . . . . 10 11 Total Assets (add lines 1 through 10) . . . . . . . . . . .. . . . . . . . . . . 11 Liabilities
12 Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 13 Contributions, gifts, grants, etc. payable . . . . . . . . .. . . . . . . . . . . 13 14 Mortgages and notes payable (attach an itemized list) . . . . .. . . . . . . . . . . 14 15 Other liabilities (attach an itemized list) . . . . . . . . . .. . . . . . . . . . . 15 16 Total Liabilities (add lines 12 through 15) . . . . . . . . .. . . . . . . . . . . 16 Fund Balances or Net Assets
17 Total fund balances or net assets . . . . . . . . . . . .. . . . . . . . . . . 17 18 Total Liabilities and Fund Balances or Net Assets (add lines 16 and 17). . . . . . . . . . 18 19 Have there been any substantial changes in your assets or liabilities since the end of the period shown above? If “Yes,” explain.

Part X Public Charity Status
Yes No
Part X is designed to classify you as an organization that is either a private foundation or a public charity. Public charity status is a more favorable tax status than private foundation status. If you are a private foundation, Part X is designed to further determine whether you are a private operating foundation. See instructions. 1 a Are you a private foundation? If “Yes,” go to line 1b. If “No,” go to line 5 and proceed as instructed. If you are unsure, see the instructions.

Yes No
b As a private foundation, section 508(e) requires special provisions in your organizing document in addition to those that apply to all organizations described in section 501(c)(3). Check the box to confirm that your organizing document meets this requirement, whether by express provision or by reliance on operation of state law. Attach a statement that describes specifically where your organizing document meets this requirement, such as a reference to a particular article or section in your organizing document or by operation of state law. See the instructions, including Appendix B, for information about the special provisions that need to be contained in your organizing document. Go to line 2. 2 Are you a private operating foundation? To be a private operating foundation you must engage directly in the active conduct of charitable, religious, educational, and similar activities, as opposed to indirectlyYes No carrying out these activities by providing grants to individuals or other organizations. If “Yes,” go to line 3.

If “No,” go to the signature section of Part XI.
3 Have you existed for one or more years? If “Yes,” attach financial information showing that you are a private operating foundation; go to the signature section of Part XI. If “No,” continue to line 4.

Yes No
4 Have you attached either (1) an affidavit or opinion of counsel, (including a written affidavit or opinion from a certified public accountant or accounting firm with expertise regarding this tax law matter), that Yes No
sets forth facts concerning your operations and support to demonstrate that you are likely to satisfy the requirements to be classified as a private operating foundation; or (2) a statement describing your proposed operations as a private operating foundation?
5 If you answered “No” to line 1a, indicate the type of public charity status you are requesting by checking one of the choices below. You may check only one box.

The organization is not a private foundation because it is:
a 509(a)(1) and 170(b)(1)(A)(i)—a church or a convention or association of churches. Complete and attach Schedule A. b 509(a)(1) and 170(b)(1)(A)(ii)—a school. Complete and attach Schedule B. c 509(a)(1) and 170(b)(1)(A)(iii)—a hospital, a cooperative hospital service organization, or a medical research organization operated in conjunction with a hospital. Complete and attach Schedule C. d 509(a)(3)—an organization supporting either one or more organizations described in line 5a through c, f, h, or i or a publicly supported section 501(c)(4), (5), or (6) organization. Complete and attach Schedule D.

Form 1023 (Rev. 12-2017)
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Commented [MA4]: Lex, this needs to be
completed

▲
Part X Public Charity Status (Continued)
e 509(a)(4) – an organization organized and operated exclusively for testing for public safety. f 509(a)(1) and 170(b)(1)(A)(iv) – an organization operated for the benefit of a college or university that is owned or operated by a governmental unit.
g 509(a)(1) and 170(b)(1)(A)(ix) – an agricultural research organization directly engaged in the continuous active conduct of agricultural research in conjunction with a college or university. h 509(a)(1) and 170(b)(1)(A)(vi) – an organization that receives a substantial part of its financial support in the form of contributions from publicly supported organizations, from a governmental unit, or from the general public. i 509(a)(2) – an organization that normally receives not more than one-third of its financial support from gross investment income and receives more than one-third of its financial support from contributions, membership fees, and gross receipts from activities related to its exempt functions (subject to certain exceptions). j A publicly supported organization, but unsure if it is described in 5h or 5i. You would like the IRS to decide the correct status.
6 If you checked box h, i, or j in question 5 above, and you have been in existence more than 5 years, you must confirm your public support status. Answer line 6a if you checked box h in line 5 above. Answer line 6b if you checked box i in line 5 above. If you checked box j in line 5 above, answer both lines 6a and 6b. a (i) Enter 2% of line 8, column (e) on Part IX-A Statement of Revenues and Expenses (ii)Attach a list showing the name and amount contributed by each person, company, or organization whose gifts totaled more than the 2% amount. If the answer is “None,” state this. b (i) For each year amounts are included on lines 1, 2, and 9 of Part IX-A Statement of Revenues and Expenses, attach a list showing the name and amount received from each disqualified person. If the answer is “None,” state this. (ii)For each year amounts were included on line 9 of Part IX-A Statement of Revenues and Expenses, attach a list showing the name of and amount received from each payer, other than a disqualified person, whose payments were more than the larger of (1) 1% of Line 10, Part IX-A Statement of Revenues and Expenses, or (2) $5,000. If the answer is “None,” state this.
7 Did you receive any unusual grants during any of the years shown on Part IX-A Statement of Revenues and Expenses? If “Yes,” attach a list including the name of the contributor, the date and amount of the grant, a brief description of the grant, and explain why it is unusual.

Yes No
Part XI User Fee Information and Signature
You must include the correct user fee payment with this application. If you do not submit the correct user fee, we will not process the application and we will return it to you. Your check or money order must be made payable to the United States Treasury. User fees are subject to change. Check our website at www.irs.gov and type “Exempt Organizations User Fee” in the search box, or call Customer Account Services at 1-877-829-5500 for current information.

Enter the amount of the user fee paid:

I declare under the penalties of perjury that I am authorized to sign this application on behalf of the above organization and that I have examined this application, including the accompanying schedules and attachments, and to the best of my knowledge it is true, correct, and complete.

Please
Sign
Here
(Signature of Officer, Director, Trustee, or other
authorized official)
(Type or print name of signer) (Date)
(Type or print title or authority of signer)
Form 1023 (Rev. 12-2017)
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Schedule A. Churches
1 aDo you have a written creed, statement of faith, or summary of beliefs? If “Yes,” attach copies ofYes No relevant documents.
b Do you have a form of worship? If “Yes,” describe your form of worship. Yes No 2 aDo you have a formal code of doctrine and discipline? If “Yes,” describe your code of doctrine and discipline.

Yes No
b Do you have a distinct religious history? If “Yes,” describe your religious history. Yes No c Do you have a literature of your own? If “Yes,” describe your literature. Yes No 3 Describe the organization’s religious hierarchy or ecclesiastical government. 4 aDo you have regularly scheduled religious services? If “Yes,” describe the nature of the services and provide representative copies of relevant literature such as church bulletins.

Yes No
b What is the average attendance at your regularly scheduled religious services? 5 aDo you have an established place of worship? If “Yes,” refer to the instructions for the information required.

Yes No
b Do you own the property where you have an established place of worship? Yes No 6 Do you have an established congregation or other regular membership group? If “No,” refer to the instructions.

Yes No
7 How many members do you have?
8 aDo you have a process by which an individual becomes a member? If “Yes,” describe the process and complete lines 8b–8d, below. Yes No
b If you have members, do your members have voting rights, rights to participate in religious functions, or other rights? If “Yes,” describe the rights your members have.

Yes No
c May your members be associated with another denomination or church? Yes No d Are all of your members part of the same family? Yes No 9 Do you conduct baptisms, weddings, funerals, etc.? Yes No 10 Do you have a school for the religious instruction of the young? Yes No 11 aDo you have a minister or religious leader? If “Yes,” describe this person’s role and explain whether the minister or religious leader was ordained, commissioned, or licensed after a prescribed course of study.Yes No 12Is your minister or religious leader also one of your officers, directors, or trustees? Yes No 13 Do you ordain, commission, or license ministers or religious leaders? If “Yes,” describe the requirementsYes for ordination, commission, or licensure.

No
14 Are you part of a group of churches with similar beliefs and structures? If “Yes,” explain. Include theYes name of the group of churches.

No
15 Do you issue church charters? If “Yes,” describe the requirements for issuing a charter.Yes No 16Did you pay a fee for a church charter? If “Yes,” attach a copy of the charter. Yes No 17 Do you have other information you believe should be considered regarding your status as a church? If “Yes,” explain.

Yes No
Form 1023 (Rev.12-2017)
b Do you have schools for the preparation of your ordained ministers or religious leaders?Yes No

Schedule B. Schools, Colleges, and Universities
If you operate a school as an activity, complete Schedule B Section I Operational Information
1 a Do you normally have a regularly scheduled curriculum, a regular faculty of qualified teachers, a regularly enrolled student body, and facilities where your educational activities are regularly carried on? If “No,” doYes No not complete the remainder of Schedule B.
b Is the primary function of your school the presentation of formal instruction? If “Yes,” describe your school in terms of whether it is an elementary, secondary, college, technical, or other type of school. IfYes No “No,” do not complete the remainder of Schedule B.
2 a Are you a public school because you are operated by a state or subdivision of a state? If “Yes,” explain how you are operated by a state or subdivision of a state. Do not complete the remainder of Schedule B.Yes No b Are you a public school because you are operated wholly or predominantly from government funds or property? If “Yes,” explain how you are operated wholly or predominantly from government funds orYes No property. Submit a copy of your funding agreement regarding government funding. Do not complete the remainder of Schedule B.
3In what public school district, county, and state are you located? 4 Were you formed or substantially expanded at the time of public school desegregation in the above school district or county? Yes No
5 Has a state or federal administrative agency or judicial body ever determined that you are racially discriminatory? If “Yes,” explain. Yes No
6 Has your right to receive financial aid or assistance from a governmental agency ever been revoked or suspended? If “Yes,” explain. Yes No
7 Do you or will you contract with another organization to develop, build, market, or finance your facilities? If “Yes,” explain how that entity is selected, explain how the terms of any contracts or other agreementsYes No are negotiated at arm’s length, and explain how you determine that you will pay no more than fair market value for services.

Note: Make sure your answer is consistent with the information provided in Part VIII, line 7a. 8Do you or will you manage your activities or facilities through your own employees or volunteers? If “No,”Yes No attach a statement describing the activities that will be managed by others, the names of the persons or organizations that manage or will manage your activities or facilities, and how these managers were or will be selected. Also, submit copies of any contracts, proposed contracts, or other agreements regarding the provision of management services for your activities or facilities. Explain how the terms of any contracts or other agreements were or will be negotiated, and explain how you determine you will pay no more than fair market value for services.

Note: Answer “Yes” if you manage or intend to manage your programs through your own employees or by using volunteers. Answer “No” if you engage or intend to engage a separate organization or independent contractor. Make sure your answer is consistent with the information provided in Part VIII, line 7b.

Section II Establishment of Racially Nondiscriminatory Policy Information required by Revenue Procedure 75-50.
1Have you adopted a racially nondiscriminatory policy as to students in your organizing document,Yes No bylaws, or by resolution of your governing body? If “Yes,” state where the policy can be found or supply a copy of the policy. If “No,” you must adopt a nondiscriminatory policy as to students before submitting this application. See Pub. 557.
2 Do your brochures, application forms, advertisements, and catalogues dealing with student admissions, programs, and scholarships contain a statement of your racially nondiscriminatory policy? Yes No
a If “Yes,” attach a representative sample of each document.b If “No,” by checking the box to the right you agree that all future printed materials, including website ▶ content, will contain the required nondiscriminatory policy statement. 3Have you published a notice of your nondiscriminatory policy in a newspaper of general circulation thatYes No serves all racial segments of the community? See the instructions for specific requirements. If “No,” explain.
4Does or will the organization (or any department or division within it) discriminate in any way on the basisYes No of race with respect to admissions; use of facilities or exercise of student privileges; faculty or administrative staff; or scholarship or loan programs? If “Yes,” for any of the above, explain fully.

Form 1023 (Rev. 12-2017)

Schedule B. Schools, Colleges, and Universities (Continued) 5 Complete the table below to show the racial composition for the current academic year and projected for the next academic year, of: (a) the student body, (b) the faculty, and (c) the administrative staff. Provide actual numbers rather than percentages for each racial category.

If you are not operational, submit an estimate based on the best information available (such as the racial composition of the community served).

Racial Category (a) Student Body (b) Faculty (c) Administrative Staff Current Year Next Year Current Year Next Year Current Year Next Year Total
6 In the table below, provide the number and amount of loans and scholarships awarded to students enrolled by racial categories.

Racial Category Number of Loans Amount of LoansNumber of ScholarshipsAmount of Scholarships Current YearNext YearCurrent YearNext YearCurrent YearNext YearCurrent YearNext Year Total
7 a Attach a list of your incorporators, founders, board members, and donors of land or buildings, whether individuals or organizations.
b Do any of these individuals or organizations have an objective to maintain segregated public or private school education? If “Yes,” explain.

Yes No
8 Will you maintain records according to the nondiscrimination provisions contained in Revenue Procedure 75-50? If “No,” explain. See instructions.

Yes No
Form 1023 (Rev. 12-2017)

Section I
Schedule C. Hospitals and Medical Research Organizations Check the box if you are a hospital. See the instructions for a definition of the term “hospital,” which includes an organization whose principal purpose or function is providing hospital or medical care. Complete Section I below.

Check the box if you are a medical research organization operated in conjunction with a hospital. See the instructions for a definition of the term “medical research organization,” which refers to an organization whose principal purpose or function is medical research and which is directly engaged in the continuous active conduct of medical research in conjunction with a hospital. Complete Section II.

Hospitals
1 a Are all the doctors in the community eligible for staff privileges? If “No,” give the reasons why and explain how the medical staff is selected.
2 a Do you or will you provide medical services to all individuals in your community who can pay for themselves or have private health insurance? If “No,” explain.
bDo you or will you provide medical services to all individuals in your community who participate in Medicare? If “No,” explain.
cDo you or will you provide medical services to all individuals in your community who participate in Medicaid? If “No,” explain.
3 a Do you or will you require persons covered by Medicare or Medicaid to pay a deposit before receiving services? If “Yes,” explain.
b Does the same deposit requirement, if any, apply to all other patients? If “No,” explain. 4 a Do you or will you maintain a full-time emergency room? If “No,” explain why you do not maintain a full-time emergency room. Also, describe any emergency services that you provide. bDo you have a policy on providing emergency services to persons without apparent means to pay? If “Yes,” provide a copy of the policy.
cDo you have any arrangements with police, fire, and voluntary ambulance services for the delivery or admission of emergency cases? If “Yes,” describe the arrangements, including whether they are written or oral agreements. If written, submit copies of all such agreements. 5 a Do you provide for a portion of your services and facilities to be used for charity patients? If “Yes,” answer 5b through 5e.
b Explain your policy regarding charity cases, including how you distinguish between charity care and bad debts. Submit a copy of your written policy.
c Provide data on your past experience in admitting charity patients, including amounts you expend for treating charity care patients and types of services you provide to charity care patients. d Describe any arrangements you have with federal, state, or local governments or government agencies for paying for the cost of treating charity care patients. Submit copies of any written agreements. e Do you provide services on a sliding fee schedule depending on financial ability to pay? If “Yes,” submit your sliding fee schedule.
6 a Do you or will you carry on a formal program of medical training or medical research? If “Yes,” describe such programs, including the type of programs offered, the scope of such programs, and affiliations with other hospitals or medical care providers with which you carry on the medical training or research programs. b Do you or will you carry on a formal program of community education? If “Yes,” describe such programs, including the type of programs offered, the scope of such programs, and affiliation with other hospitals or medical care providers with which you offer community education programs. 7 Do you or will you provide office space to physicians carrying on their own medical practices? If “Yes,” describe the criteria for who may use the space, explain the means used to determine that you are paid at least fair market value, and submit representative lease agreements. 8 Is your board of directors comprised of a majority of individuals who are representative of the community you serve? Include a list of each board member’s name and business, financial, or professional relationship with the hospital. Also, identify each board member who is representative of the community and describe how that individual is a community representative.
9 Do you participate in any joint ventures? If “Yes,” state your ownership percentage in each joint venture, list your investment in each joint venture, describe the tax status of other participants in each joint venture (including whether they are section 501(c)(3) organizations), describe the activities of each joint venture, describe how you exercise control over the activities of each joint venture, and describe how each joint venture furthers your exempt purposes. Also, submit copies of all agreements.

Note: Make sure your answer is consistent with the information provided in Part VIII, line 8.

Yes No
Yes No
Yes No
Yes No
Yes No
Yes No
Yes No
Yes No
Yes No
Yes No
Yes No
Yes No
Yes No
Yes No
Yes No
Yes No
Form 1023 (Rev. 12-2017)

Schedule C. Hospitals and Medical Research Organizations (Continued)Section I Hospitals (Continued) 10Do you or will you manage your activities or facilities through your own employees or volunteers? If “No,” attach a statement describing the activities that will be managed by others, the names of the persons or Yes No
organizations that manage or will manage your activities or facilities, and how these managers were or will be selected. Also, submit copies of any contracts, proposed contracts, or other agreements regarding the provision of management services for your activities or facilities. Explain how the terms of any contracts or other agreements were or will be negotiated, and explain how you determine you will pay no more than fair market value for services.

Note: Answer “Yes” if you do manage or intend to manage your programs through your own employees or by using volunteers. Answer “No” if you engage or intend to engage a separate organization or independent contractor. Make sure your answer is consistent with the information provided in Part VIII, line 7b.
11 Do you or will you offer recruitment incentives to physicians? If “Yes,” describe your recruitment incentives and attach copies of all written recruitment incentive policies.

Yes No
12 Do you or will you lease equipment, assets, or office space from physicians who have a financial or professional relationship with you? If “Yes,” explain how you establish a fair market value for the lease.

Yes No
13Have you purchased medical practices, ambulatory surgery centers, or other business assets from physicians or other persons with whom you have a business relationship, aside from the purchase? IfYes No “Yes,” submit a copy of each purchase and sales contract and describe how you arrived at fair market value, including copies of appraisals.
14 Have you adopted a conflict of interest policy consistent with the sample health care organization conflict of interest policy in Appendix A of the instructions? If “Yes,” submit a copy of the policy andYes No explain how the policy has been adopted, such as by resolution of your governing board. If “No,” explain how you will avoid any conflicts of interest in your business dealings.

Section II Medical Research Organizations
1Name the hospitals with which you have a relationship and describe the relationship. Attach copies of written agreements with each hospital that demonstrate continuing relationships between you and the hospital(s).
2Attach a schedule describing your present and proposed activities for the direct conduct of medical research; describe the nature of the activities, and the amount of money that has been or will be spent in carrying them out.
3 Attach a schedule of assets showing their fair market value and the portion of your assets directly devoted to medical research.

Form 1023 (Rev. 12-2017)

Section I
Schedule D. Section 509(a)(3) Supporting Organizations
Identifying Information About the Supported Organization(s) 1 State the names, addresses, and EINs of the supported organizations. If additional space is needed, attach a separate sheet.

Name Address EIN
2 Are all supported organizations listed in line 1 public charities under section 509(a)(1) or (2)? If “Yes,” go to Section II. If “No,” go to line 3.
3 Do the supported organizations have tax-exempt status under section 501(c)(4), 501(c)(5), or 501(c)(6)? If “Yes,” for each 501(c)(4), (5), or (6) organization supported, provide the following financial information. •Part IX-A. Statement of Revenues and Expenses, lines 1–13, and •Part X, lines 6b(i), 6b(ii), and 7.

If “No,” attach a statement describing how each organization you support is a public charity under section 509(a)(1) or (2).

Section II Relationship with Supported Organization(s)—Three Tests To be classified as a supporting organization, an organization must meet one of three relationship tests.

Test 1: “Operated, supervised, or controlled by” one or more publicly supported organizations, or Test 2: “Supervised or controlled in connection with” one or more publicly supported organizations, or Test 3: “Operated in connection with” one or more publicly supported organizations.

Yes No
Yes No
1Information to establish the “operated, supervised, or controlled by” relationship (Test 1) Is a majority of your governing board or officers elected or appointed by the supported organization(s)? If “Yes,” describe the process by which your governing board is appointed and elected; go to Section III.

If “No,” continue to line 2.

Yes No
2Information to establish the “supervised or controlled in connection with” relationship (Test 2) Does a majority of your governing board consist of individuals who also serve on the governing board ofYes No the supported organization(s)? If “Yes,” describe the process by which your governing board is appointed and elected; go to Section III. If “No,” go to line 3.
3Information to establish the “operated in connection with” responsiveness test (Test 3) Are you a trust from which the named supported organization(s) can enforce and compel an accountingYes No under state law? If “Yes,” explain whether you advised the supported organization(s) in writing of these rights and provide a copy of the written communication documenting this; go to Section II, line 5. If “No,” go to line 4a.
4Information to establish the alternative “operated in connection with” responsiveness test (Test 3) a Do the officers, directors, trustees, or members of the supported organization(s) elect or appoint one orYes No more of your officers, directors, or trustees? If “Yes,” explain and provide documentation; go to line 4d, below. If “No,” go to line 4b.
b Do one or more members of the governing body of the supported organization(s) also serve as yourYes No officers, directors, or trustees or hold other important offices with respect to you? If “Yes,” explain and provide documentation; go to line 4d, below. If “No,” go to line 4c. c Do your officers, directors, or trustees maintain a close and continuous working relationship with theYes No officers, directors, or trustees of the supported organization(s)? If “Yes,” explain and provide documentation.
d Do the supported organization(s) have a significant voice in your investment policies, in the making andYes No timing of grants, and in otherwise directing the use of your income or assets? If “Yes,” explain and provide documentation.
e Describe and provide copies of written communications documenting how you made the supported organization(s) aware of your supporting activities.
5Information to establish the “operated in connection with” integral part test (Test 3) Do you conduct activities that would otherwise be carried out by the supported organization(s)? If “Yes,” explain and go to Section III. If “No,” continue to line 6a. Yes No Form 1023 (Rev. 12-2017)

Schedule D. Section 509(a)(3) Supporting Organizations (Continued) Section II Relationship with Supported Organization(s)—Three Tests (Continued) 6 Information to establish the alternative “operated in connection with” integral part test (Test 3) a Do you distribute at least 85% of your annual net income to the supported organization(s)? If “Yes,” go to line 6b. See instructions.

If “No,” state the percentage of your income that you distribute to each supported organization. Also explain how you ensure that the supported organization(s) are attentive to your operations. b How much do you contribute annually to each supported organization? Attach a schedule. c What is the total annual revenue of each supported organization? If you need additional space, attach a list. d Do you or the supported organization(s) earmark your funds for support of a particular program or activity? If “Yes,” explain.
7 a Does your organizing document specify the supported organization(s) by name? If “Yes,” state the article and paragraph number and go to Section III. If “No,” answer line 7b. b Attach a statement describing whether there has been an historic and continuing relationship between you and the supported organization(s).

Section III Organizational Test
1 a If you met relationship Test 1 or Test 2 in Section II, your organizing document must specify the supported organization(s) by name, or by naming a similar purpose or charitable class of beneficiaries. If your organizing document complies with this requirement, answer “Yes.” If your organizing document does not comply with this requirement, answer “No,” and see the instructions. b If you met relationship Test 3 in Section II, your organizing document must generally specify the supported organization(s) by name. If your organizing document complies with this requirement, answer “Yes,” and go to Section IV. If your organizing document does not comply with this requirement, answer “No,” and see the instructions.

Section IV Disqualified Person Test
Yes No
Yes No
Yes No
Yes No
Yes No
You do not qualify as a supporting organization if you are controlled directly or indirectly by one or more disqualified persons (as defined in section 4946) other than foundation managers or one or more organizations that you support. Foundation managers who are also disqualified persons for another reason are disqualified persons with respect to you. 1 a Do any persons who are disqualified persons with respect to you, (except individuals who are disqualified persons only because they are foundation managers), appoint any of your foundation managers? If “Yes,” (1) describe the process by which disqualified persons appoint any of your foundation managers, (2) provide the names of these disqualified persons and the foundation managers they appoint, and (3) explain how control is vested over your operations (including assets and activities) by persons other than disqualified persons.
b Do any persons who have a family or business relationship with any disqualified persons with respect to you, (except individuals who are disqualified persons only because they are foundation managers), appoint any of your foundation managers? If “Yes,” (1) describe the process by which individuals with a family or business relationship with disqualified persons appoint any of your foundation managers, (2) provide the names of these disqualified persons, the individuals with a family or business relationship with disqualified persons, and the foundation managers appointed, and (3) explain how control is vested over your operations (including assets and activities) in individuals other than disqualified persons. c Do any persons who are disqualified persons, (except individuals who are disqualified persons only because they are foundation managers), have any influence regarding your operations, including your assets or activities? If “Yes,” (1) provide the names of these disqualified persons, (2) explain how influence is exerted over your operations (including assets and activities), and (3) explain how control is vested over your operations (including assets and activities) by individuals other than disqualified persons.

Yes No
Yes No
Yes No
Form 1023 (Rev. 12-2017)

Schedule E. Organizations Not Filing Form 1023 Within 27 Months of Formation Schedule E is intended to determine whether you are eligible for tax exemption under section 501(c)(3) from the postmark date of your application or from your date of incorporation or formation, whichever is earlier. 1 Are you a church, association of churches, or integrated auxiliary of a church? If “Yes,” complete Schedule A and stop here. Do not complete the remainder of Schedule E.

Yes No
2 aAre you a public charity with annual gross receipts that are normally $5,000 or less? If “Yes,” stop here.

Answer “No” if you are a private foundation, regardless of your gross receipts. Yes No b If your gross receipts were normally more than $5,000, are you filing this application within 90 days from the end of the tax year in which your gross receipts were normally more than $5,000? If “Yes,” stop here.

Yes No
3 aWere you included as a subordinate in a group exemption application or letter? If “No,” go to line 4.Yes No b If you were included as a subordinate in a group exemption letter, are you filing this application within 27 months from the date you were notified by the organization holding the group exemption letter or theYes No Internal Revenue Service that you cease to be covered by the group exemption letter? If “Yes,” stop here. c If you were included as a subordinate in a timely filed group exemption request that was denied, are youYes No filing this application within 27 months from the postmark date of the Internal Revenue Service final adverse ruling letter? If “Yes,” stop here.
4 Were you created on or before October 9, 1969? If “Yes,” stop here. Do not complete the remainder of this schedule.

Yes No
5 If you answered “No” to lines 1 through 4, we cannot recognize you as tax exempt from your date of formation unless you qualify for an extension of time to apply for exemption. Do you wish to request an Yes No
extension of time to apply to be recognized as exempt from the date you were formed? If “Yes,” attach a statement explaining why you did not file this application within the 27-month period. Do not answer lines 6 or 7. If “No,” go to line 6a.
6 aIf you answered “No” to line 5, you can only be exempt under section 501(c)(3) from the postmark date ofYes No this application. Therefore, do you want us to treat this application as a request for tax exemption from the postmark date?
Note: Be sure your ruling eligibility agrees with your answer to Part X, line 6. b Do you anticipate significant changes in your sources of support in the future? If “Yes,” complete line 7 below.

Yes No
Form 1023 (Rev. 12-2017)

Schedule E. Organizations Not Filing Form 1023 Within 27 Months of Formation (Continued) 7 Complete this item only if you answered “Yes” to line 6b. Include projected revenue for the first two full years following the current tax year.

Type of Revenue Projected revenue for 2 years following current tax year (a) From
To
(b) From
To (c) Total
1 Gifts, grants, and contributions received (do not
include unusual grants)
2 Membership fees received
3 Gross investment income
4 Net unrelated business income
5 Taxes levied for your benefit
6 Value of services or facilities furnished by a
governmental unit without charge (not including
the value of services generally furnished to the
public without charge)
7 Any revenue not otherwise listed above or in lines
9–12 below (attach an itemized list)
8 Total of lines 1 through 7
9 Gross receipts from admissions, merchandise
sold, or services performed, or furnishing of
facilities in any activity that is related to your
exempt purposes (attach itemized list)
10 Total of lines 8 and 9
11 Net gain or loss on sale of capital assets
(attach an itemized list)
12 Unusual grants
13 Total revenue. Add lines 10 through 12
Form 1023 (Rev. 12-2017)

Schedule F. Homes for the Elderly or Handicapped and Low-Income Housing Section I General Information About Your Housing
1Describe the type of housing you provide.
2Provide copies of any application forms you use for admission. 3Explain how the public is made aware of your facility. 4 a Provide a description of each facility.
b What is the total number of residents each facility can accommodate? c What is your current number of residents in each facility? d Describe each facility in terms of whether residents rent or purchase housing from you. 5Attach a sample copy of your residency or homeownership contract or agreement. 6Do you participate in any joint ventures? If “Yes,” state your ownership percentage in each joint venture,Yes No list your investment in each joint venture, describe the tax status of other participants in each joint venture (including whether they are section 501(c)(3) organizations), describe the activities of each joint venture, describe how you exercise control over the activities of each joint venture, and describe how each joint venture furthers your exempt purposes. Also, submit copies of all joint venture agreements.

Note: Make sure your answer is consistent with the information provided in Part VIII, line 8. 7Do you or will you contract with another organization to develop, build, market, or finance your housing?Yes No If “Yes,” explain how that entity is selected, explain how the terms of any contract(s) are negotiated at arm’s length, and explain how you determine you will pay no more than fair market value for services.

Note: Make sure your answer is consistent with the information provided in Part VIII, line 7a. 8Do you or will you manage your activities or facilities through your own employees or volunteers? If “No,”Yes No attach a statement describing the activities that will be managed by others, the names of the persons or organizations that manage or will manage your activities or facilities, and how these managers were or will be selected. Also, submit copies of any contracts, proposed contracts, or other agreements regarding the provision of management services for your activities or facilities. Explain how the terms of any contracts or other agreements were or will be negotiated, and explain how you determine you will pay no more than fair market value for services.

Note: Answer “Yes” if you do manage or intend to manage your programs through your own employees or by using volunteers. Answer “No” if you engage or intend to engage a separate organization or independent contractor. Make sure your answer is consistent with the information provided in Part VIII, line 7b.
9Do you participate in any government housing programs? If “Yes,” describe these programs.Yes No 10 a Do you own the facility? If “No,” describe any enforceable rights you possess to purchase the facility in the future; go to line 10c. If “Yes,” answer line 10b.

Yes No
b How did you acquire the facility? For example, did you develop it yourself, purchase a project, etc.

Attach all contracts, transfer agreements, or other documents connected with the acquisition of the facility.
c Do you lease the facility or the land on which it is located? If “Yes,” describe the parties to the lease(s) and provide copies of all leases.

Yes No
Form 1023 (Rev. 12-2017)

Schedule F. Homes for the Elderly or Handicapped and Low-Income Housing (Continued) Section II Homes for the Elderly or Handicapped
1 a Do you provide housing for the elderly? If “Yes,” describe who qualifies for your housing in terms of age, infirmity, or other criteria and explain how you select persons for your housing. b Do you provide housing for the handicapped? If “Yes,” describe who qualifies for your housing in terms of disability, income levels, or other criteria and explain how you select persons for your housing. 2 a Do you charge an entrance or founder’s fee? If “Yes,” describe what this charge covers, whether it is a one- time fee, how the fee is determined, whether it is payable in a lump sum or on an installment basis, whether it is refundable, and the circumstances, if any, under which it may be waived. b Do you charge periodic fees or maintenance charges? If “Yes,” describe what these charges cover and how they are determined.
c Is your housing affordable to a significant segment of the elderly or handicapped persons in the community? Identify your community. Also, if “Yes,” explain how you determine your housing is affordable. 3 a Do you have an established policy concerning residents who become unable to pay their regular charges? If “Yes,” describe your established policy.
b Do you have any arrangements with government welfare agencies or others to absorb all or part of the cost of maintaining residents who become unable to pay their regular charges? If “Yes,” describe these arrangements.

Yes No
Yes No
Yes No
Yes No
Yes No
Yes No
Yes No
4 Do you have arrangements for the healthcare needs of your residents? If “Yes,” describe these arrangements. Yes No
5 Are your facilities designed to meet the physical, emotional, recreational, social, religious, and/or other similar needs of the elderly or handicapped? If “Yes,” describe these design features.Yes No Section III Low-Income Housing
1 Do you provide low-income housing? If “Yes,” describe who qualifies for your housing in terms of income levels or other criteria, and describe how you select persons for your housing.Yes No 2 In addition to rent or mortgage payments, do residents pay periodic fees or maintenance charges? If “Yes,” describe what these charges cover and how they are determined. Yes No 3 a Is your housing affordable to low income residents? If “Yes,” describe how your housing is made affordable to low-income residents.

Note: Revenue Procedure 96-32, 1996-1 C.B. 717, provides guidelines for providing low-income housing that will be treated as charitable. (At least 75% of the units are occupied by low-income tenants or 40% are occupied by tenants earning not more than 120% of the very low-income levels for the area.) b Do you impose any restrictions to make sure that your housing remains affordable to low-income residents? If “Yes,” describe these restrictions.

Yes No
Yes No
4Do you provide social services to residents? If “Yes,” describe these services.Yes No Form 1023 (Rev. 12-2017)

Schedule G. Successors to Other Organizations
1 a Are you a successor to a for-profit organization? If “Yes,” explain the relationship with the predecessor organization that resulted in your creation and complete line 1b. b Explain why you took over the activities or assets of a for-profit organization or converted from for-profit to nonprofit status.
2 a Are you a successor to an organization other than a for-profit organization? Answer “Yes” if you have taken or will take over the activities of another organization; or you have taken or will take over 25% or more of the fair market value of the net assets of another organization. If “Yes,” explain the relationship with the other organization that resulted in your creation.
bProvide the tax status of the predecessor organization. cDid you or did an organization to which you are a successor previously apply for tax exemption under section 501(c)(3) or any other section of the Code? If “Yes,” explain how the application was resolved. dWas your prior tax exemption or the tax exemption of an organization to which you are a successor revoked or suspended? If “Yes,” explain. Include a description of the corrections you made to re-establish tax exemption.
eExplain why you took over the activities or assets of another organization. 3 Provide the name, last address, and EIN of the predecessor organization and describe its activities.

Yes No
Yes No
Yes No
Yes No
Name: EIN:

Address:
4 List the owners, partners, principal stockholders, officers, and governing board members of the predecessor organization.

Attach a separate sheet if additional space is needed.

Name Address Share/Interest (If a for-profit)
5 Do or will any of the persons listed in line 4, maintain a working relationship with you? If “Yes,” describe the relationship in detail and include copies of any agreements with any of these persons or with anyYes No for-profit organizations in which these persons own more than a 35% interest. 6 a Were any assets transferred, whether by gift or sale, from the predecessor organization to you? If “Yes,” provide a list of assets, indicate the value of each asset, explain how the value was determined, and attach an appraisal, if available. For each asset listed, also explain if the transfer was by gift, sale, or combination thereof.

Yes No
b Were any restrictions placed on the use or sale of the assets? If “Yes,” explain the restrictions.Yes No c Provide a copy of the agreement(s) of sale or transfer. 7 Were any debts or liabilities transferred from the predecessor for-profit organization to you?Yes No If “Yes,” provide a list of the debts or liabilities that were transferred to you, indicating the amount of each, how the amount was determined, and the name of the person to whom the debt or liability is owed.
8 Will you lease or rent any property or equipment previously owned or used by the predecessor for-profit organization, or from persons listed in line 4, or from for-profit organizations in which these persons own more than a 35% interest? If “Yes,” submit a copy of the lease or rental agreement(s). Indicate how the lease or rental value of the property or equipment was determined.

Yes No
9 Will you lease or rent property or equipment to persons listed in line 4, or to for-profit organizations in which these persons own more than a 35% interest? If “Yes,” attach a list of the property or equipment, provide a copy of the lease or rental agreement(s), and indicate how the lease or rental value of the property or equipment was determined.

Yes No
Form 1023 (Rev. 12-2017)

Section I
Schedule H. Organizations Providing Scholarships, Fellowships, Educational Loans, or Other Educational Grants to Individuals and Private Foundations Requesting Advance Approval of Individual Grant Procedures Names of individual recipients are not required to be listed in Schedule H.

Public charities and private foundations complete lines 1a through 7 of this section. See the instructions to Part X if you are not sure whether you are a public charity or a private foundation. 1 a Describe the types of educational grants you provide to individuals, such as scholarships, fellowships, loans, etc. b Describe the purpose and amount of your scholarships, fellowships, and other educational grants and loans that you award.
c If you award educational loans, explain the terms of the loans (interest rate, length, forgiveness, etc.). d Specify how your program is publicized.
e Provide copies of any solicitation or announcement materials. f Provide a sample copy of the application used.
2 Do you maintain case histories showing recipients of your scholarships, fellowships, educational loans, or other educational grants, including names, addresses, purposes of awards, amount of each grant, manner of selection, and relationship (if any) to officers, trustees, or donors of funds to you? If “No,” refer to the instructions.

Yes No
3 Describe the specific criteria you use to determine who is eligible for your program. (For example, eligibility selection criteria could consist of graduating high school students from a particular high school who will attend college, writers of scholarly works about American history, etc.)
4a Describe the specific criteria you use to select recipients. (For example, specific selection criteria could consist of prior academic performance, financial need, etc.)
bDescribe how you determine the number of grants that will be made annually. cDescribe how you determine the amount of each of your grants. dDescribe any requirement or condition that you impose on recipients to obtain, maintain, or qualify for renewal of a grant. (For example, specific requirements or conditions could consist of attendance at a four-year college, maintaining a certain grade point average, teaching in public school after graduation from college, etc.) 5 Describe your procedures for supervising the scholarships, fellowships, educational loans, or other educational grants. Describe whether you obtain reports and grade transcripts from recipients, or you pay grants directly to a school under an arrangement whereby the school will apply the grant funds only for enrolled students who are in good standing. Also, describe your procedures for taking action if the terms of the award are violated. 6 Who is on the selection committee for the awards made under your program, including names of current committee members, criteria for committee membership, and the method of replacing committee members? 7 Are relatives of members of the selection committee, or of your officers, directors, or substantial contributors eligible for awards made under your program? If “Yes,” what measures are taken to ensure unbiased selections?
Note: If you are a private foundation, you are not permitted to provide educational grants to disqualified persons. Disqualified persons include your substantial contributors and foundation managers and certain family members of disqualified persons.

Yes No
Section II Private foundations complete lines 1a through 4f of this section. Public charities do not complete this section. 1a If we determine that you are a private foundation, do you want this application to be considered as a request for advance approval of grant making procedures? b For which section(s) do you wish to be considered?
• 4945(g)(1)—Scholarship or fellowship grant to an individual for study at an educational institution Yes No N/A
•4945(g)(3)—Other grants, including loans, to an individual for travel, study, or other similar purposes, to enhance a particular skill of the grantee or to produce a specific product 2 Do you represent that you will (1) arrange to receive and review grantee reports annually and upon completion of the purpose for which the grant was awarded, (2) investigate diversions of funds from their intended purposes, and (3) take all reasonable and appropriate steps to recover diverted funds, ensure other grant funds held by a grantee are used for their intended purposes, and withhold further payments to grantees until you obtain grantees’ assurances that future diversions will not occur and that grantees will take extraordinary precautions to prevent future diversions from occurring?
3 Do you represent that you will maintain all records relating to individual grants, including information obtained to evaluate grantees, identify whether a grantee is a disqualified person, establish the amount and purpose of each grant, and establish that you undertook the supervision and investigation of grants described in line 2?
Yes
Yes
No
No

Schedule H. Organizations Providing Scholarships, Fellowships, Educational Loans, or Other Educational Grants to Individuals and Private Foundations Requesting Advance Approval of Individual Grant Procedures (Continued) Section II Private foundations complete lines 1a through 4f of this section. Public charities do not complete this section. (Continued) 4 a Do you or will you award scholarships, fellowships, and educational loans to attend an educational institution based on the status of an individual being an employee of a particular employer? If “Yes,” complete lines 4b through 4f.
• Will you comply with the seven conditions and either the percentage tests or facts and circumstances test for scholarships, fellowships, and educational loans to attend an educational institution as set forth in Revenue Procedures 76-47, 1976-2 C.B. 670, and 80-39, 1980-2 C.B. 772, which apply to inducement, selection committee, eligibility requirements, objective basis of selection, employment, course of study, and other objectives? (See lines 4c, 4d, and 4e, regarding the percentage tests.)
• Do you or will you provide scholarships, fellowships, or educational loans to attend an educational institution to employees of a particular employer?
If “Yes,” will you award grants to 10% or fewer of the eligible applicants who were actually considered by the selection committee in selecting recipients of grants in that year as provided by Revenue Procedures 76-47 and 80-39?
• Do you provide scholarships, fellowships, or educational loans to attend an educational institution to children of employees of a particular employer?
If “Yes,” will you award grants to 25% or fewer of the eligible applicants who were actually considered by the selection committee in selecting recipients of grants in that year as provided by Revenue Procedures 76-47 and 80-39? If “No,” go to line 4e. • If you provide scholarships, fellowships, or educational loans to attend an educational institution to children of employees of a particular employer, will you award grants to 10% or fewer of the number of employees’ children who can be shown to be eligible for grants (whether or not they submitted an application) in that year, as provided by Revenue Procedures 76-47 and 80-39? If “Yes,” describe how you will determine who can be shown to be eligible for grants without submitting an application, such as by obtaining written statements or other information about the expectations of employees’ children to attend an educational institution. If “No,” go to line 4f.

Note: Statistical or sampling techniques are not acceptable. See Revenue Procedure 85-51, 1985-2 C.B. 717, for additional information.
• If you provide scholarships, fellowships, or educational loans to attend an educational institution to children of employees of a particular employer without regard to either the 25% limitation described in line 4d, or the 10% limitation described in line 4e, will you award grants based on facts and circumstances that demonstrate that the grants will not be considered compensation for past, present, or future services or otherwise provide a significant benefit to the particular employer? If “Yes,” describe the facts and circumstances that you believe will demonstrate that the grants are neither compensatory nor a significant benefit to the particular employer. In your explanation, describe why you cannot satisfy either the 25% test described in line 4d or the 10% test described in line 4e.

Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
No
No
No N/A
No
No N/A
No
No N/A
No
Form 1023 (Rev. 12-2017)
Form 1023 Checklist
(Revised December 2017)
Application for Recognition of Exemption under Section 501(c)(3) of the Internal Revenue Code
Note: Retain a copy of the completed Form 1023 in your permanent records. Refer to the General Instructions regarding Public Inspection of approved applications.

Check each box to finish your application (Form 1023). Send this completed Checklist with your filled-in application. If you have not answered all the items below, your application may be returned to you as incomplete.

Assemble the application and materials in this order.
•Form 1023 Checklist
•Form 2848, Power of Attorney and Declaration of Representative (if filing) •Form 8821, Tax Information Authorization (if filing)
•Expedite request (if requesting)
•Application (Form 1023 and Schedules A through H, as required) •Articles of organization
•Amendments to articles of organization in chronological order •Bylaws or other rules of operation and amendments
•Documentation of nondiscriminatory policy for schools, as required by Schedule B •Form 5768, Election/Revocation of Election by an Eligible Section 501(c)(3) Organization To Make Expenditures To Influence Legislation (if filing) •All other attachments, including explanations, financial data, and printed materials or publications. Label each page with name and EIN.

User fee payment placed in envelope on top of checklist. DO NOT STAPLE or otherwise attach your check or money order to your application. Instead, just place it in the envelope.

Employer Identification Number (EIN)
Completed Parts I through XI of the application, including any requested information and any required Schedules A through H. •You must provide specific details about your past, present, and planned activities. •Generalizations or failure to answer questions in the Form 1023 application will prevent us from recognizing you as tax exempt. •Describe your purposes and proposed activities in specific easily understood terms. •Financial information should correspond with proposed activities.

Schedules. Submit only those schedules that apply to you and check either “Yes” or “No” below.

Schedule A Yes No Schedule E Yes No
Schedule B Yes No Schedule F Yes No
Schedule CYes No Schedule G Yes No
Schedule DYes No Schedule H Yes No
An exact copy of your complete articles of organization (creating document). Absence of the proper purpose and dissolution clauses is the number one reason for delays in the issuance of determination letters. •Location of Purpose Clause from Part III, line 1 (Page, Article and Paragraph Number) •Location of Dissolution Clause from Part III, line 2b or 2c (Page, Article and Paragraph Number) or by operation of state law Signature of an officer, director, trustee, or other official who is authorized to sign the application. •Signature at Part XI of Form 1023.

Your name on the application must be the same as your legal name as it appears in your articles of organization.

Send completed Form 1023, user fee payment, and all other required information, to:

Internal Revenue Service
Attention: EO Determination Letters Stop 31P.O. Box 12192 Covington, KY 41012-0192
If you are using express mail or a delivery service, send Form 1023, user fee payment, and attachments to:

Internal Revenue Service
Attention: EO Determination Letters Stop 31201 West Rivercenter Boulevard Covington, KY 41011 4890-3947-5536v2/022283-0548

BYLAWS OF

PACIFIC HYDROGEN ALLIANCE
A California Nonprofit Public Benefit Corporation
i
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TABLE OF CONTENTS
ARTICLE 1 NAME ............................................................................................................... 1 SECTION 1.1 CORPORATE NAME. ............................................................................................ 1 ARTICLE 2 OFFICES .......................................................................................................... 1 SECTION 2.1 PRINCIPAL OFFICE. ............................................................................................. 1 SECTION 2.2 OTHER OFFICES. ................................................................................................. 1 ARTICLE 3 OBJECTIVES AND PURPOSES................................................................... 1 SECTION 3.1 GENERAL PURPOSE............................................................................................. 1 SECTION 3.2 SPECIFIC PURPOSE. ............................................................................................. 1 ARTICLE 4 NONPARTISAN ACTIVITIES...................................................................... 2 SECTION 4.1 PUBLIC PURPOSE................................................................................................. 2 SECTION 4.2 PROHIBITED ACTIVITIES. .................................................................................... 2 ARTICLE 5 DEDICATION OF ASSETS ........................................................................... 2 SECTION 5.1 PROPERTY USE. .................................................................................................. 2 SECTION 5.2 DISTRIBUTION OF ASSETS UPON DISSOLUTION................................................... 2 ARTICLE 6 MEMBERSHIPS ............................................................................................. 2 SECTION 6.1 MEMBERS. .......................................................................................................... 2 SECTION 6.2 NON-VOTING MEMBERS..................................................................................... 3 ARTICLE 7 DIRECTORS.................................................................................................... 3 SECTION 7.1 NUMBER OF DIRECTORS...................................................................................... 3 SECTION 7.2 POWERS. ............................................................................................................. 3

7.2.1 General Corporate Powers. ............................................................................. 3

7.2.2 Specific Powers............................................................................................... 3 SECTION 7.3 TERMS; ELECTION OF SUCCESSORS..................................................................... 4 SECTION 7.4 VACANCIES......................................................................................................... 4

7.4.1 Events Causing Vacancy................................................................................. 4

7.4.2 Removal. ......................................................................................................... 4

7.4.3 Resignations.................................................................................................... 4

7.4.4 Appointment to Fill Vacancies. ...................................................................... 5

7.4.5 No Vacancy on Reduction of Number of Directors........................................ 5 SECTION 7.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE OR VIDEO CONFERENCE. .....................................................................................................5 SECTION 7.6 ANNUAL MEETING.............................................................................................. 5 SECTION 7.7 OTHER REGULAR MEETINGS............................................................................... 5 SECTION 7.8 SPECIAL MEETINGS............................................................................................. 6

7.8.1 Authority to Call. ............................................................................................ 6

7.8.2 Notice.............................................................................................................. 6 SECTION 7.9 QUORUM............................................................................................................. 6 ii
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SECTION 7.10 WAIVER OF NOTICE. ........................................................................................... 7 SECTION 7.11 ADJOURNMENT. .................................................................................................. 7 SECTION 7.12 NOTICE OF ADJOURNMENT. ................................................................................ 7 SECTION 7.13 CONDUCT OF MEETINGS. .................................................................................... 7 SECTION 7.14 ACTION WITHOUT MEETING............................................................................... 8 SECTION 7.15 FEES AND COMPENSATION OF DIRECTORS. ......................................................... 8 SECTION 7.16 NON-LIABILITY OF DIRECTORS........................................................................... 8 ARTICLE 8 COMMITTEES ............................................................................................... 8 SECTION 8.1 COMMITTEES OF DIRECTORS............................................................................... 8 SECTION 8.2 MEETINGS AND ACTION OF COMMITTEES. .......................................................... 9 SECTION 8.3 QUORUM RULES FOR COMMITTEES..................................................................... 9 SECTION 8.4 REVOCATION OF DELEGATED AUTHORITY. ...................................................... 10 ARTICLE 9 OFFICERS ..................................................................................................... 10 SECTION 9.1 OFFICERS. ......................................................................................................... 10 SECTION 9.2 ELECTION OF OFFICERS. ................................................................................... 10 SECTION 9.3 SUBORDINATE OFFICERS................................................................................... 10 SECTION 9.4 REMOVAL OF OFFICERS. ................................................................................... 10 SECTION 9.5 RESIGNATION OF OFFICERS............................................................................... 11 SECTION 9.6 VACANCIES IN OFFICES..................................................................................... 11 SECTION 9.7 RESPONSIBILITIES OF OFFICERS. ....................................................................... 11

9.7.1 Chairperson of the Board.............................................................................. 11

9.7.2 President........................................................................................................ 11

9.7.3 Vice Presidents.............................................................................................. 11

9.7.4 Secretary. ...................................................................................................... 12

9.7.5 Chief Financial Officer. ................................................................................ 12 SECTION 9.8 COMPENSATION OF OFFICERS. .......................................................................... 13 ARTICLE 10 TRANSACTIONS BETWEEN CORPORATION AND
DIRECTORS OR OFFICERS .....................................................................14 SECTION 10.1 CONTRACTS WITH DIRECTORS AND OFFICERS. ................................................. 14

10.1.1 Prohibited Transactions ................................................................................ 14

10.1.2 Material Financial Interest ............................................................................ 15 SECTION 10.2 LOANS TO DIRECTORS AND OFFICERS............................................................... 15 SECTION 10.3 INTERLOCKING DIRECTORATES......................................................................... 15 SECTION 10.4 DUTY OF LOYALTY; CONSTRUCTION WITH ARTICLE 11. .................................. 15 ARTICLE 11 INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND AGENTS .....................................................................16 SECTION 11.1 DEFINITIONS. .................................................................................................... 16

11.1.1 “Agent” ......................................................................................................... 16

11.1.2 “Proceeding”................................................................................................. 16

11.1.3 “Expenses”.................................................................................................... 16 SECTION 11.2 SUCCESSFUL DEFENSE BY AGENT..................................................................... 16 SECTION 11.3 ACTIONS BROUGHT BY PERSONS OTHER THAN THE CORPORATION.................. 16 SECTION 11.4 ACTION BROUGHT BY OR ON BEHALF OF THE CORPORATION. .......................... 17 iii
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11.4.1 Claims Settled Out of Court.......................................................................... 17

11.4.2 Claims and Suits Awarded Against Agent.................................................... 17 SECTION 11.5 DETERMINATION OF AGENT’S GOOD FAITH CONDUCT..................................... 17

11.5.1 Required Standard of Conduct...................................................................... 17

11.5.2 Manner of Determination of Good Faith Conduct........................................ 18 SECTION 11.6 LIMITATIONS..................................................................................................... 18 SECTION 11.7 ADVANCE OF EXPENSES.................................................................................... 18 SECTION 11.8 CONTRACTUAL RIGHTS OF NONDIRECTORS AND NONOFFICERS....................... 18 SECTION 11.9 INSURANCE. ...................................................................................................... 18 ARTICLE 12 CORPORATE RECORDS, REPORTS AND SEAL ................................. 19 SECTION 12.1 MINUTE BOOK – MAINTENANCE AND INSPECTION. .......................................... 19 SECTION 12.2 BOOKS AND RECORDS OF ACCOUNT – MAINTENANCE AND INSPECTION. ......... 19 SECTION 12.3 ARTICLES OF INCORPORATION AND BYLAWS – MAINTENANCE AND INSPECTION.......................................................................................................19 SECTION 12.4 ANNUAL REPORT; STATEMENT OF CERTAIN TRANSACTIONS............................ 19 SECTION 12.5 DIRECTORS’ RIGHTS OF INSPECTION................................................................. 20 SECTION 12.6 CORPORATE SEAL............................................................................................. 20 ARTICLE 13 EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS............... 20 SECTION 13.1 EXECUTION OF INSTRUMENTS........................................................................... 20 SECTION 13.2 CHECKS AND NOTES. ........................................................................................ 21 SECTION 13.3 DEPOSITS. ......................................................................................................... 21 SECTION 13.4 GIFTS. ............................................................................................................... 21 ARTICLE 14 CONSTRUCTION AND DEFINITIONS.................................................... 21 ARTICLE 15 AMENDMENTS ............................................................................................ 21 SECTION 15.1 AMENDMENT BY DIRECTORS. ........................................................................... 21 1 4890-3947-5536v2/022283-0548
ARTICLE 1 NAME
Section 1.1 Corporate Name.

The name of this corporation is Pacific Hydrogen Alliance (the “Corporation”).

ARTICLE 2 OFFICES
Section 2.1 Principal Office.

The principal executive office and the principal office for the transaction of the business of the Corporation may be established at any place or places within or without the State of California by the Member or by resolution of the Board of Directors.

Section 2.2 Other Offices.

The Member or the Board of Directors may at any time establish branch or subordinate offices at any place or places where the Corporation is qualified to transact business.

ARTICLE 3 OBJECTIVES AND PURPOSES
Section 3.1 General Purpose.

The general purpose for which this Corporation is organized is to engage in any lawful act or activity for which a corporation may be organized under the Nonprofit Corporation Law of California, provided, however, nothing in this Article 3 shall be construed to authorize this Corporation to carry on any activity for the profit of its Member, officers, Directors or other persons or to distribute any gains, profits or dividends to any of its officers, Directors or other persons as such. Furthermore, nothing in this Article shall be construed as allowing the Corporation to engage in any activity forbidden under Section 501(c)(3) of the Internal Revenue Code.

Section 3.2 Specific Purpose.

The specific purpose of this Corporation shall include, without limitation, to promote educational initiatives and programs for climate protection. 2 4890-3947-5536v2/022283-0548
ARTICLE 4 NONPARTISAN ACTIVITIES
Section 4.1 Public Purpose.

This Corporation has been formed under the California Nonprofit Corporation Law for the public purposes described above, and it shall be nonprofit and nonpartisan.

No substantial part of the activities of the Corporation shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation, and the Corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office or for or against any cause or measure being submitted to the people for a vote.

Section 4.2 Prohibited Activities.

The Corporation shall not, except in any insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described above in Section 4.1.

ARTICLE 5 DEDICATION OF ASSETS
Section 5.1 Property Use.

The property of this Corporation is irrevocably dedicated to charitable or educational purposes, or any other purposes permitted under Section 501(c)(3) of the Internal Revenue Code. No part of the net income or assets of this Corporation shall ever inure to the benefit of the Member, any Director or officer thereof or to the benefit of any private person; provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the Corporation in effecting any of its public purposes, as long as such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on the dissolution of the Corporation.

Section 5.2 Distribution of Assets Upon Dissolution.

Upon the dissolution or winding up of this Corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this Corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable, scientific or educational purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code.

ARTICLE 6 MEMBERSHIPS
Section 6.1 Members.

This Corporation shall have no Members.
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Section 6.2 Non-Voting Members.

The Board of Directors may adopt policies and procedures for the admission of associate members or other designated members who shall have no voting rights in the Corporation. Such associate or other members are not “members” of the Corporation as defined in Section 5056 of the California Corporations Code or any successor provision.

ARTICLE 7 DIRECTORS
Section 7.1 Number of Directors.

The Board of Directors shall consist of three (3) persons.

Section 7.2 Powers.

7.2.1 General Corporate Powers.

Subject to the provisions of the California Nonprofit Corporation Law, the business and affairs of the Corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors. The Board may delegate the management of the activities of the Corporation to any person or persons, management company or committee however composed, provided that the activities and affairs of the Corporation be managed and all corporate powers shall be exercised under the ultimate direction of the Board.

7.2.2 Specific Powers.

Without prejudice to the general corporate powers described in Section 7.2.1, and subject to the same limitations, the Board shall have the following powers.

7.2.2.1 Officers, Agents and Employees
At its pleasure, select, remove, and supervise all officers, agents and employees of the Corporation; prescribe any powers and duties for them that are consistent with law, with the Articles of Incorporation, and with these Bylaws; and fix their compensation.

7.2.2.2 Principal Executive Office
Change the principal executive office or the principal business office in the State of California from one location to another; cause the Corporation to be qualified to conduct activities in any other state and conduct activities within the State of California; and designate any place within the State of California for the holding of meetings, including annual meetings. 4 4890-3947-5536v2/022283-0548

7.2.2.3 Corporate Seal
Adopt, make and use a corporate seal; and alter the form of the seal. Such seal shall be kept at the principal office of the corporation.

7.2.2.4 Borrow Money
Borrow money and incur indebtedness on behalf of the Corporation and cause to be executed and delivered for the Corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.

Section 7.3 Terms; Election of Successors.

The initial Board shall serve until the conclusion of the [_____] Annual Meeting described in Section 7.6 of this Article 7. Each member of subsequent Boards shall serve until the conclusion of the first annual meeting held after he or she assumes office. At each annual meeting, each seat on the incoming Board shall be filled by a separate vote of the current Directors; a majority vote of a quorum of Directors shall be sufficient to fill each seat. Each new Director shall take office at the conclusion of the annual meeting at which he or she is elected. In any event, a Director shall serve until a successor has been elected.

Section 7.4 Vacancies.

7.4.1 Events Causing Vacancy.

A vacancy or vacancies on the Board of Directors shall be deemed to exist on the occurrence of the following: (i) the death, resignation, or removal of any Director; (ii) the declaration by resolution of the Board of Directors of a vacancy in the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony or has been found by final order or judgment of any court to have breached a duty under the California Nonprofit Corporation Law; or (iii) whenever the number of authorized Directors is increased.

7.4.2 Removal.

Directors may be removed without cause by a simple majority of Directors then in office.

7.4.3 Resignations.

Except as provide in this paragraph, any Director may resign, which resignation shall be effective on giving written notice to the Chairperson of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the resignation to become effective. No Director may resign if the Corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the Attorney General. 5 4890-3947-5536v2/022283-0548

7.4.4 Appointment to Fill Vacancies.

If a vacancy is created by any event, a majority of the remaining Directors then in office may appoint a new Director to serve until the next annual meeting of the Board of Directors. Appointments to fill vacancies shall be made only at Special Meetings and with proper notice in keeping with Section 7.8 of this Article 7.

7.4.5 No Vacancy on Reduction of Number of Directors.

No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director’s term of office expires.

Section 7.5 Place of Meetings; Meetings by Telephone or Video Conference.

Regular meetings of the Board of Directors may be held at any place within the State of California that has been designated from time to time by resolution of the Board. In the absence of such designation, regular meetings shall be held at the principal executive office of the Corporation. Special meetings of the Board shall be held at any place within the State of California that has been designated in the notice of the meeting or, if not stated in the notice, or if there is no notice, at the principal executive office of the Corporation. Notwithstanding the above provisions of this Section 7.5, a regular or special meeting of the Board of Directors may be held at any place consented to in writing by all the members of the Board of Directors, either before or after the meeting. If consents are given, they shall be filed with the minutes of the meeting. Any meeting, regular or special, may be held by conference telephone, video conference or similar communication equipment, so long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed to be present in person at such meeting.

Section 7.6 Annual Meeting.

Unless the Board of Directors specifies otherwise in a Notice to the Directors, the annual meeting for the purpose of electing Directors and for such other business as may be required, shall be held in [month] of every year, commencing in [2024].

Section 7.7 Other Regular Meetings.

The Board of Directors shall meet [_____ ( ) times per year] and may set a specified time and place for its regular meetings. Once the Board of Directors sets the time for regular meetings, each Director shall receive notice, as specified in Section 7.8.2 of this Article 7, of the time and place that regular meetings shall be held. Subsequent to such notice, regular meetings shall be held without call. If the Board of Directors changes the time and place of regular meetings, each Director shall receive notice of the change in keeping with Section 7.8.2 of this Article 7. If the Board of Directors does not set a specified time and place for its regular meetings, meetings of the Board of Directors shall be considered Special Meetings and have the notice requirements of Section 7.8.2.
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Section 7.8 Special Meetings.

7.8.1 Authority to Call.

Special meetings of the Board of Directors for any purpose may be called at any time by the Chairperson of the Board, or the President, or any vice president, or the Secretary, or any two Directors.

7.8.2 Notice.

7.8.2.1 Manner of Giving.

Notice of the time and place of special meetings shall be given to each Director by one of the following methods: (a) by personal delivery or written notice; (b) by first-class mail, postage paid; (c) by telephone including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, electronic mail, or other electronic means; or (d) by telegram, charges prepaid. All such notices shall be given or sent to the Director’s address as shown on the records of the Corporation; or, if notice is given by facsimile, the notice shall be sent to each Director at his or her facsimile number as shown on the records of the Corporation. Any oral notice given personally or by telephone may be communicated directly to the Director or to a person at the Director’s office who would reasonably be expected to communicate such notice promptly to the Director.

7.8.2.2 Time Requirements.

Notices sent by first class mail shall be deposited into a United States mail box at least four days before the time set for the meeting. Notices given by personal delivery, telephone, voice messaging system or other system or technology designed to record and communicate messages, facsimile, or telegraph shall be delivered, telephoned, telecopied, or given to the telegram company at least 48 hours before the time set for the meeting.

7.8.2.3 Notice Contents.

The notice shall state the time, purpose, and place for the meeting. It need not, however, specify the place of the meeting if it is to be held at the principal executive office of the Corporation.

Section 7.9 Quorum.

A majority of the authorized number of Directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 7.11 of this Article 7. Every act taken or decision made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions of the California Nonprofit 7 4890-3947-5536v2/022283-0548
Corporation Law, including, without limitation, those provisions relating to (i) approval of contracts or transactions in which a Director has a direct or indirect material financial interest, (ii) creation of, and appointment to, committees of the Board, and (iii) indemnification of Directors. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

Section 7.10 Waiver of Notice.

The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if (a) a quorum is present, and (b) either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting before or at its commencement about the lack of adequate notice. Directors can protest the lack of notice only by presenting a written protest to the Secretary of the Corporation either in person, by first-class mail addressed to the Secretary at the principal office of the Corporation as contained on the Corporation’s records as of the date of the protest, or by facsimile addressed to the facsimile number of the Corporation as contained on the Corporation’s records as of the date of the protest.

Section 7.11 Adjournment.

A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

Section 7.12 Notice of Adjournment.

Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than 24 hours, in which case personal notice of the time and place shall be given before the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.

Section 7.13 Conduct of Meetings.

Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, or, if no such person has been so designated or, in his or her absence, the President of the Corporation or, in his or her absence, by a vice president of the Corporation or, in the absence of each of these persons, by a Chairperson chosen by a majority of the Directors present at the meeting. The Secretary of the Corporation shall act as Secretary of all meetings of the Board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting. Meetings shall be governed by Robert’s Rules of Order or by the Consensus Method, as may be determined by the Board of Directors from time to 8 4890-3947-5536v2/022283-0548
time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this Corporation, or with provisions of law.

Section 7.14 Action Without Meeting.

Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board, individually or collectively, consent in writing to the action. For the purposes of this Section only, “all members of the Board” shall not include any “interested Director” as defined in Section 5233 of the California Nonprofit Corporation Law. Such action by unanimous written consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.

Section 7.15 Fees and Compensation of Directors.

Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement of expenses, as may be determined by resolution of the Board of Directors to be just and reasonable. Directors may be compensated for rendering services to the Corporation in a capacity other than a Director, provided such compensation is reasonable and further provided that not more than forty-nine percent (49%) of the persons serving as Directors may be “interested persons,” as defined in Section 5227 of the California Nonprofit Corporation Law or any successor provision. “Interested Persons” means:
(a) Any person currently being compensated by the Corporation for services rendered to it within the previous twelve (12) months, whether as a full or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as Director; or (b) Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.

Section 7.16 Non-Liability of Directors.

The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.

ARTICLE 8 COMMITTEES
Section 8.1 Committees of Directors.

The Board of Directors may, by resolution adopted by a majority of the Directors then in office, create one or more committees, including an executive committee, each consisting of two or more Directors, to serve at the discretion of the Board.

Any committee, to the extent provided in the resolution of the Board, shall have all the authority of the Board, except that no committee, regardless of Board resolution, may:
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(a) Fill vacancies on the Board of Directors or in any committee which has the authority of the Board;
(b) Fix compensation of the Directors for serving on the Board or on any committee;
(c) Amend or repeal Bylaws or adopt new Bylaws;
(d) Amend or repeal any resolution of the Board of Directors which by its express terms is not so amendable or repealable;
(e) Appoint any other committees of the Board of Directors or the members of these committees;
(f) Approve any transaction (1) between the Corporation and one or more of its Directors or (2) between the Corporation or any entity in which one or more of its Directors have a material financial interest; or (g) Expend corporate funds to support a nominee for Director after more persons have been nominated than can be elected.

Section 8.2 Meetings and Action of Committees.

Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of Article 7 of these Bylaws, concerning meetings of Directors, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be determined by resolution of the Board of Directors. Special meetings of committees may also be called by resolution of the Board of Directors. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records.

The Committee shall report to the Board of Directors from time to time as the Board may require. The Board of Directors may adopt rules for the governance of any committee not inconsistent with the provisions by these Bylaws, or, in the absence of rules adopted by the Board, the committee may adopt such rules.

Section 8.3 Quorum Rules for Committees.

A majority of the authorized committee members shall constitute a quorum for the transaction of committee business, except to adjourn. A majority of the committee members present, whether or not constituting a quorum, may adjourn any meeting to another time and place. Every act taken or decision made by a majority of the committee members present at a meeting duly held at which a quorum is present shall be regarded as an act of the committee, subject to the provisions of the California Nonprofit Corporation law, including without limitation those 10 4890-3947-5536v2/022283-0548
provisions relating to (i) creation of, or appointment to, committees of the Board, and (ii) indemnification of Directors. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of committee members, if any action taken is approved by at least a majority of the required quorum for that meeting.

Section 8.4 Revocation of Delegated Authority.

The Board of Directors may, at any time, revoke or modify any or all of the authority so delegated to a committee, increase or decrease but not below two (2) the number of its members, and fill vacancies therein from the members of the Board.

ARTICLE 9 OFFICERS
Section 9.1 Officers.

The Corporation shall have as officers a Chairperson of the Board or a President or both, a Secretary, and a Chief Financial Officer. The Corporation may also have, at the discretion of the Board of Directors, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 9.3 of this Article 9. Any number of offices may be held by the same person, except that neither the Secretary nor the Chief Financial Officer may serve concurrently as either the President or the Chairperson of the Board.

Section 9.2 Election of Officers.

Any person may serve as an officer of the Corporation. The officers of the Corporation, except those appointed in accordance with the provisions of Section 9.3 of this Article 9, shall be chosen by the Board of Directors, and each shall serve at the discretion of the Board until their successor shall be elected, subject to the rights, if any, of an officer under any contract of employment.

Section 9.3 Subordinate Officers.

The Board of Directors may appoint, and may authorize the Chairperson of the Board or the President or another officer to appoint, any other officers that the business of the Corporation may require, each of whom shall have the title, hold office for the period, have the authority, and perform the duties specified in the Bylaws or as determined from time to time by the Board of Directors.

Section 9.4 Removal of Officers.

Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, with or without cause, by the Board of Directors, at any regular or special meeting of the Board, or at the annual meeting of the Corporation, or, except in the case of any officer chosen by the Board of Directors, by an officer on whom such power of removal may be conferred by the Board of Directors. 11 4890-3947-5536v2/022283-0548
Section 9.5 Resignation of Officers.

Any officer may resign at any time by giving written notice to the Corporation.

Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any of the Corporation under any contract to which the officer is a party.

Section 9.6 Vacancies in Offices.

A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to that office. In the event of a vacancy in any office other than the President, such vacancy shall be filled temporarily by appointment by the President, and shall remain in office for 60 days, or until the next regular meeting of the Board of Directors, whichever comes first. Thereafter, the position can be filled only by action of the Board of Directors.

Section 9.7 Responsibilities of Officers.

9.7.1 Chairperson of the Board.

If such an officer be elected, the Chairperson of the Board shall preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may from time to time be assigned to him by the Board of Directors or prescribed by the Bylaws. If there is no President, the Chairperson of the Board shall, in addition, be the chief executive officer of the Corporation and shall have the powers and duties prescribed in Section 9.7.2, below.

9.7.2 President.

Subject to such supervisory powers as may be given by the Board of Directors to the Chairperson of the Board, if any, the President shall, subject to the control of the Board of Directors, supervise, direct, and control the business affairs of the Corporation and the activities of the officers of the Corporation. The President may delegate his or her responsibilities and powers subject to the control of the Board of Directors. In addition to all duties incident to his or her office, he or she shall preside, in the absence of the Chairperson of the Board, or if there be no Chairperson, at all meetings of the Board of Directors. He or she shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws.

9.7.3 Vice Presidents.

In the absence or disability of the President, or in the event of his or her inability or refusal to act, the vice presidents, if any, in order of their rank as fixed by the Board of Directors or, if not ranked, a vice president designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The President may delegate any or all of his or her powers to one or more vice presidents. 12 4890-3947-5536v2/022283-0548

9.7.4 Secretary.

The Secretary shall attend to the following:

9.7.4.1 Bylaws.

The Secretary shall certify and keep at the principal office of the Corporation the original, or a copy of these Bylaws as amended to date.

9.7.4.2 Book of Minutes.

The Secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board of Directors may direct, a book of minutes of all meetings, proceedings, and actions of Directors and Board committees, recording the time and place of holding such meeting, whether regular or special, and, if special, how authorized; the notice given; the names of those present at such meetings; the number of Directors present or represented at Directors’ meetings; and the proceedings of such meetings.

The book of minutes shall also contain any protests concerning lack of adequate notice or dissents from members of the Board, if the protesting or dissenting members request such protest in writing.

9.7.4.3 Notices, Seal and Other Duties.

The Secretary shall give, or cause to be given, notice of all meetings of the Board of Directors in accordance with these Bylaws. He or she shall keep the seal of the Corporation in safe custody, and shall have such other powers and perform such other duties incident to the office of Secretary as may be prescribed by the Board of Directors or these Bylaws.

9.7.4.4 Corporate Records.

Upon request, the Secretary shall exhibit at all reasonable times to any Director of the Corporation, or to his or her agent or attorney, the Bylaws and book of minutes.

9.7.5 Chief Financial Officer.

The Chief Financial Officer shall attend to the following:

9.7.5.1 Books of Account.

The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements. 13 4890-3947-5536v2/022283-0548
The books of account shall be open to inspection by any Director at all reasonable times.

9.7.5.2 Financial Reports.

The Chief Financial Officer shall prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.

9.7.5.3 Deposit and Disbursement of Money and Valuables.

The Chief Financial Officer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors; shall disburse, or cause to be disbursed, the funds of the Corporation as may be ordered by the Board of Directors; shall render, or cause to be rendered to the President and Directors, whenever they request it, an account of all of his or her transactions as Chief Financial officer and of the financial condition of the Corporation; and shall have other powers and perform such other duties incident to the office of Chief Financial Officer as may be prescribed by the Board of Directors or the Bylaws.

9.7.5.4 Bond.

If required by the Board of Directors, the Chief Financial Officer shall give the Corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of his office and for restoration to the Corporation of all its books, papers, vouchers, money, and other property of every kind in his possession or under his control on his death, resignation, retirement, or removal from office.

Section 9.8 Compensation of Officers.

The salaries of officers, if any, shall be fixed from time to time by resolution of the Board, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director of the Corporation, provided, however, that such compensation paid a Director for serving as an officer of the Corporation shall only be allowed if permitted under the provisions of Section 7.15 of these Bylaws.

In all cases, any salaries received by officers of the Corporation shall be reasonable and given in return for services actually rendered for the Corporation which relate to the performance of the public benefit purposes of the Corporation.

ARTICLE 10 TRANSACTIONS BETWEEN CORPORATION AND DIRECTORS OR

OFFICERS
Section 10.1 Contracts with Directors and Officers.
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10.1.1 Prohibited Transactions
The Corporation shall not be a party to any contract or transaction:
(a) In which one or more of its Directors or officers has a material financial interest, or;
(b) With any corporation, firm, association, or other entity in which one or more Directors or officers has a material financial interest, or; (c) With any corporation, firm, association, or other entity (other than a California nonprofit public benefit corporation) in which one or more of its Directors is a member; unless:
(1) The material facts concerning the contract or transaction and such Director’s or officer’s financial interest or common Directorship are fully disclosed in good faith and are noted in the minutes; (2) Prior to authorizing or approving the contract or transaction, the board considers and in good faith determines after reasonable investigation that the Corporation could not obtain a more advantageous arrangement with reasonable investigation under the circumstances or that the contract or transaction implements a public or charitable program of the Corporation;
(3) The Corporation enters into the contract or transaction for its own benefit;
(4) The contract or transaction is fair and reasonable to this Corporation or implements a public or charitable program of the Corporation at the time the contract or transaction is entered into, and;
(5) Such contract or transaction is authorized or approved in good faith by a majority of disinterested Directors at the meeting with any interested Directors abstaining from voting, provided that majority has decision making authority under the quorum provisions of Section 7.9 of Article 7.

10.1.2 Material Financial Interest
A Director or officer of this Corporation shall not be deemed to have a “material financial interest” in a contract or transaction:
(a) that fixes the compensation of a Director as a Director or officer; (b) that is authorized by the Board of Directors in good faith and results in a benefit to a Director or their families because they are in the class of persons intended to be benefited by the public or charitable program of this Corporation; or 15 4890-3947-5536v2/022283-0548
(c) where the interested Director has no actual knowledge of the transaction and it does not exceed the lesser of one (1) percent of the gross receipts of the corporation for the preceding year or $100,000.

Section 10.2 Loans to Directors and Officers.

The Corporation shall not make any loan of money or property to or guarantee the obligation of any Director or officer, unless approved by the Attorney General of the State of California; provided, however, the Corporation may advance money to a Director or officer of the Corporation for expenses reasonably anticipated to be incurred in the performance of duties of such Director or officer, provided that in the absence of such advance, such Director or officer would be entitled to be reimbursed for such expenses by the Corporation.

Section 10.3 Interlocking Directorates.

No contract or other transaction between the Corporation and any corporation, firm or association of which one or more directors are Directors is either void or voidable because such Director(s) are present at a meeting of the Board of Directors that authorizes, approves, or ratifies the contract or transaction, if the material facts as to the transaction and as to such Director’s other directorship are fully disclosed to the Board, and the Board authorizes, approves, or ratifies the contract or transaction in good faith by a vote of disinterested Directors at the meeting (subject to the quorum provisions of Article 7), or if the contract or transaction is just and reasonable as to the Corporation at the time it is authorized, approved, or ratified.

Section 10.4 Duty of Loyalty; Construction with Article 11.

Nothing in this Article shall be construed to derogate in any way from the absolute duty of loyalty that every Director and officer owes to the Corporation.

Furthermore, nothing in this Article shall be construed to override or amend the provisions of Article 11. All conflicts between the two articles shall be resolved in favor of Article 11.

ARTICLE 11 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
Section 11.1 Definitions.

For purpose of this Article,

11.1.1 “Agent”
means any person who is or was a Director, officer, employee, or other agent of this Corporation, or is or was serving at the request of this Corporation as a Director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a Director, officer, employee, or agent of a foreign or domestic corporation that was a predecessor corporation of 16 4890-3947-5536v2/022283-0548
this Corporation or of another enterprise at the request of the predecessor corporation;

11.1.2 “Proceeding”
means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative; and

11.1.3 “Expenses”
includes, without limitation, all attorneys’ fees, costs, and any other expenses reasonably incurred in the defense of any claims or proceedings against an Agent by reason of his position or relationship as Agent and all attorneys’ fees, costs, and other expenses reasonably incurred in establishing a right to indemnification under this Article 11.

Section 11.2 Successful Defense by Agent.

To the extent that an Agent of this Corporation has been successful on the merits in the defense of any proceeding referred to in this Article 11, or in the defense of any claim, issue, or matter therein, the Agent shall be indemnified against expenses actually and reasonably incurred by the Agent in connection with the claim. If an Agent either settles any such claim or sustains a judgment rendered against him, then the provisions of Sections 11.3 through Section 11.5 shall determine whether the Agent is entitled to indemnification.

Section 11.3 Actions Brought by Persons Other than the Corporation.

Subject to the required findings to be made pursuant to Section 11.5, below, this Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding by reason of the fact that such person is or was an Agent of this Corporation, for all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding.

Notwithstanding the foregoing, no indemnification shall be permitted under this Section 11.3 for any action brought by, or on behalf of this Corporation, or by an officer, Director or person granted relator status by the Attorney General, or by the Attorney General on the ground that the defendant Director was or is engaging in self-dealing within the meaning of Section 5233 of the California Nonprofit Corporation Law, or by the Attorney General or person granted relator status by the Attorney General for any breach of duty relating to assets held in charitable trust.

Section 11.4 Action Brought by or on Behalf of the Corporation.

11.4.1 Claims Settled Out of Court.

If any Agent settles or otherwise disposes of a threatened or pending action brought by or on behalf of this Corporation, with or without court approval, the Agent shall receive no indemnification for either amounts paid pursuant to the terms of the settlement or other disposition or for any expenses reasonably incurred in defending against the proceeding, unless it is settled with the approval of the Attorney General.
17 4890-3947-5536v2/022283-0548

11.4.2 Claims and Suits Awarded Against Agent.

This Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action brought by or on behalf of this Corporation by reason of the fact that the person is or was an Agent of this Corporation, for all expenses actually and reasonably incurred in connection with the defense of that action, provided that both of the following are met:
(a) The determination of good faith conduct required by Section 11.5 of this Article 11, must be made in the manner provided for in that Section; and (b) Upon application, the court in which the action was brought must determine that, in view of all of the circumstances of the case, the Agent should be entitled to indemnity for the expenses incurred. If the Agent is found to be so entitled, the court shall determine the appropriate amount of expenses to be reimbursed.

Section 11.5 Determination of Agent’s Good Faith Conduct.

The indemnification granted to an Agent in Section 11.3 and Section 11.4 above is conditioned on the following:

11.5.1 Required Standard of Conduct.

The Agent seeking reimbursement must be found, in the manner provided below, to have acted in good faith, in a manner he or she believed to be in the best interest of this Corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use in similar circumstances. The termination of any proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith or in a manner he or she reasonably believed to be in the best interest of this Corporation or that he or she had reasonable cause to believe that his conduct was unlawful. In the case of a criminal proceeding, the person must have had no reasonable cause to believe that his conduct was unlawful.

11.5.2 Manner of Determination of Good Faith Conduct.

The determination that the Agent did act in a manner complying with Section 11.5.1 above shall be made by:
(a) The Board of Directors by a majority vote of a quorum consisting of Directors who are not parties to the proceeding; or
(b) The court in which the proceeding is or was pending. Such determination may be made on application brought by this Corporation or the Agent or the attorney or other person rendering a defense to the Agent, whether or not the application by the Agent, attorney, or other person is opposed by this Corporation.
18 4890-3947-5536v2/022283-0548
Section 11.6 Limitations.

No indemnification or advance shall be made under this Article 11, except as provided in Sections 11.2 or 11.4.2, in any circumstances when it appears:
(a) That the indemnification or advance would be inconsistent with a provision of the Articles of Incorporation, as amended, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or
(b) That the indemnification would be inconsistent with any condition expressly imposed by a court in approving a settlement.

Section 11.7 Advance of Expenses.

Expenses incurred in defending any proceeding may be advanced by this Corporation before the final disposition of the proceeding on receipt of an undertaking by or on behalf of the Agent to repay the amount of the advance unless it is determined ultimately that the Agent is entitled to be indemnified as authorized in this Article 11.

Section 11.8 Contractual Rights of NonDirectors and Nonofficers.

Nothing contained in this Article 11 shall affect any right to indemnification to which persons other than Directors and officers of this Corporation, or any subsidiary hereof, may be entitled by contract or otherwise.

Section 11.9 Insurance.

The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any Agent of the Corporation, as defined in this Article 11, against any liability asserted against or incurred by any Agent in such capacity or arising out of the Agent’s status as such, whether or not this Corporation would have the power to indemnify the Agent against the liability under the provisions of this Article 11.

ARTICLE 12 CORPORATE RECORDS, REPORTS AND SEAL
Section 12.1 Minute Book – Maintenance and Inspection.

The Corporation shall keep a minute book in written form at its principal office which shall contain a record of all actions by the Board or any committee including the time, date and place of each meeting; whether a meeting is regular or special and, if special, how called; the manner of giving notice of each meeting and a copy thereof; the names of those present at each meeting of the Board or the executive committee thereof; the minutes of all meetings; any written waivers of notice, consents to the holding of a meeting or approvals of the minutes thereof; all written consents for action without a meeting; all protests concerning lack of notice; and formal dissents from Board actions.
19 4890-3947-5536v2/022283-0548
Section 12.2 Books and Records of Account – Maintenance and Inspection.

The Corporation shall keep adequate and correct books and records of account to be kept at its principal office. “Correct books and records” includes, but is not necessarily limited to: accounts of properties and transactions, its assets, liabilities, receipts, disbursements, gains, and losses.

Section 12.3 Articles of Incorporation and Bylaws – Maintenance and Inspection.

The Corporation shall keep at its principal office, the original or a copy of its Articles of Incorporation and Bylaws as amended to date.

Section 12.4 Annual Report; Statement of Certain Transactions.

The Board shall cause an annual report to be sent to each Director within one hundred and twenty (120) days after the close of the Corporation’s fiscal year containing the following information:
(a) The assets and liabilities, including trust funds, of the Corporation as of the end of the fiscal year;
(b) The principal changes in assets and liabilities, including trust funds, during the fiscal year;
(c) The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for the fiscal year;
(d) The expenses or disbursements of the Corporation for both general and restricted purposes during the fiscal year;
(e) A statement of any transaction (1) to which the Corporation, its parent, or its subsidiary was a party, (2) which involved more than $50,000 or which was one of a number of such transactions with the same person involving, in the aggregate, more than $50,000, and (3) in which either of the following interested persons had a direct or indirect material financial interest (a mere common Directorship is not a financial interest):
(1) Any Directors or officer of the Corporation, its parent, or its subsidiary; (2) Any holder of more than 10 percent of the voting power of the Corporation, its parent, or its subsidiary.
(f) The statement shall include: (i) a brief description of the transaction; (ii) the names of interested persons involved; (iii) their relationship to the Corporation; (iv) the nature of their interest in the transaction, and; (v) when practicable, the amount of that interest, provided that, in the case of a partnership in which such person is a partner, only the interest of the partnership need be stated.
20 4890-3947-5536v2/022283-0548
(g) A brief description of the amounts and circumstances of any loans, guaranties, indemnifications, or advances aggregating more than $10,000 paid during the fiscal year to any officer or Director of the Corporation under Article 10 of these Bylaws.

Section 12.5 Directors’ Rights of Inspection.

Every Director shall have the absolute right at any reasonable time to inspect the Corporation’s books, records, documents of every kind, physical properties, and the records of each of its subsidiaries. The inspection may be made in person or by the Director’s agent or attorney. The right of inspection includes the right to copy and make extracts of documents.

Section 12.6 Corporate Seal.

The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

ARTICLE 13 EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS Section 13.1 Execution of Instruments.

The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

Section 13.2 Checks and Notes.

Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Corporation shall be signed by the Chief Financial Officer and countersigned by the President of the Corporation.

Section 13.3 Deposits.

All funds of the corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 13.4 Gifts.

The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the charitable or public purposes of this Corporation. 21 4890-3947-5536v2/022283-0548
ARTICLE 14 CONSTRUCTION AND DEFINITIONS
Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both the Corporation and a natural person.

ARTICLE 15 AMENDMENTS
Section 15.1 Amendment by Directors.

The Board of Directors may adopt, amend or repeal Bylaws. Such power is subject to the following limitations:
(a) The Board of Directors may not amend Bylaw provisions fixing the authorized number of Directors or establishing procedures for the nomination or appointment of Directors other than by the vote of at least two thirds (2/3) of the entire Board of Directors at a meeting or by the unanimous written consent of all Directors.
(b) This Section may be amended only by the vote of at least two thirds (2/3) of the entire Board of Directors at a meeting or by the unanimous written consent of all Directors.
4890-3947-5536v2/022283-0548

CERTIFICATE OF SECRETARY
I certify that I am the duly elected and acting Secretary of Pacific Hydrogen Alliance, a California nonprofit public benefit corporation; that these Bylaws, consisting of twenty-one (21) pages, are the Bylaws of this Corporation as adopted by the Board of Directors on ______________, 2024; and that these Bylaws have not been amended or modified since that date.

Executed on ______________, 2024 at ______________________________, California.

By: _______________________________
Name: _____________________________

STAFF REPORT
City of Lancaster
CC 21
5/28/2024
JC
Date: May 28, 2024
To: Mayor Parris and City Council Members
From: Jason Caudle, City Manager
Subject: Regular Council Meeting Schedule
Recommendation:

It is recommended that the City Council:

1. Adopt Resolution No. 24-____, repealing Resolution No. 21-60 and establishing the meeting day and time of the Lancaster City Council.

2. Authorize the City Manager, or his designee, to execute and sign all documents necessary to implement this change.

Fiscal Impact:

There is no significant fiscal impact associated with this change.

Background:

The proposed change in the regular City Council meeting time from 5:00 p.m. to 1:30 p.m. on the 2nd and 4th Tuesday of each month is intended to enhance overall accessibility and participation in City Council meetings. Moving the meeting time to earlier in the day will accommodate a broader range of participants, allowing for more flexible attendance. This adjustment aims to foster greater community involvement, streamline decision-making processes, and ensure that meetings are more convenient and productive for all attendees. This change aligns with the City’s commitment to ensuring that its governance processes are inclusive and effective, providing an opportunity for broader public engagement and efficient use of resources.

On December 8, 2015, the City Council approved Resolution 15-67, which continued to eliminate the second meetings in November and December due to the Thanksgiving and Christmas holidays.

Resolution 15-67 also eliminated the need to take future action of cancelling the second meeting in April during election months by establishing the City Council meeting for April to only take place on the fourth Tuesday. Additionally, holding the City Council meeting on the fourth Tuesday 1 5
6 1
of April provided for a break during the Easter season each year.

Adoption of Resolution No. 21-60 allowed the City of Lancaster to continue cancellation of the second meeting in April during non-election years. It also allowed adjustments during election years to include the cancellation of April meetings in order for Joint Power Authority Members to attend the April scheduled Antelope Valley Fair. Furthermore, during election years, this resolution allowed for the holding of a meeting on the first and fourth Tuesday in May. Resolution No. 21-60 continued the cancellation of the second meeting in November and December, allowed the cancellation of the second meeting in September in observance of the Antelope Valley Fair, and the cancellation of the second meeting in July to allow for a summer break.

Adoption of Resolution No. 24-___ will allow the City of Lancaster to continue its established practices regarding meeting schedules, including the cancellation of the second meetings in November and December, the April adjustments during election years, and the additional cancellations during the summer and in observance of local events. This will streamline the process, avoiding the need to present these items before the Council each year.

Staff recommends adopting this resolution to change the meeting day and time to avoid placing these items before Council each year. A special meeting of the City Council may be called at any time by the Mayor, or by three members of the City Council, as established in the Ralph M. Brown Act.

Attachment:

Resolution No. 24-XX
RESOLUTION NO. 24-_____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LANCASTER, CALIFORNIA, REPEALING RESOLUTION NO. 21-60 AND ESTABLISHING

THE MEETING DAY AND TIME OF THE LANCASTER CITY COUNCIL
WHEREAS, Government Code Section 54954(a) provides that the legislative body of a local agency shall provide, by ordinance, resolution, bylaws, or by whatever other rule is required for the conduct of business by that body, the time and place for holding regular meetings; and WHEREAS, the City Council of the City of Lancaster (the “City Council”) did duly pass and adopt Resolution No. 86-175 on November 3, 1986 and did thereby establish a City Council Procedure which, among other things, established the date and time for holding regular meetings of the City Council; and
WHEREAS, the City Council did duly pass and adopt Resolution No. 98-91 on June 9, 1998 repealing Resolution No. 86-175 and established City Council Procedures including the date and time for holding regular meetings of the City Council; and WHEREAS, the City Council did duly pass and adopt Resolution No. 08-48 on June 10, 2008 and did thereby establish the meeting time of the City Council; and WHEREAS, the City Council did duly pass and adopt Resolution No. 13-50 on September 10, 2013 and did thereby establish the meeting time of the City Council; and WHEREAS, the City Council did duly pass and adopt Resolution No. 15-67 on December 18, 2015 and did thereby establish the meeting time of the City Council; and WHEREAS, the City Council did duly pass and adopt Resolution No. 21-60 on December 14, 2021, and did thereby establish the meeting time of the City Council; and WHEREAS, the City Council seeks to repeal Resolution No. 21-60 and amend the regular meeting time from 5:00 p.m. to 1:30 p.m. on the 2nd and 4th Tuesday of each month to enhance accessibility and participation in City Council meetings; and WHEREAS, the City Council wishes to repeal Resolution No. 21-60 in order to provide that, beginning with the City Council meeting to be held June 11, 2024:
a. regular meetings of the City Council shall be held at 1:30 PM on the 2nd and 4th Tuesday of January, February, March, June, August and October; b. regular meetings of the City Council shall be held at 1:30 PM only on the second Tuesday of the month for the months of July, September, November and December; c. during election years, no regular meetings of the City Council shall be held during the month of April but will be held on the first and fourth Tuesday in May at 1:30 PM (and there will be no meeting on the second Tuesday in May); d. in non-election years regular meetings of the City Council shall be held at 1:30 PM only on the second Tuesday of the month for the month of April and the second and fourth Tuesdays in May.
e. the City Council shall hold a regular meeting on July 23, 2024 at 1:30PM.

WHEREAS, this change aims to ensure that City Council meetings are more convenient and productive for all attendees, aligning with the City’s commitment to inclusive and effective governance; and

NOW, THEREFORE, BE IT RESOLVED AND ORDERED BY THE CITY COUNCIL OF THE CITY OF LANCASTER, STATE OF CALIFORNIA:

Section 1. That the foregoing recitals are true and correct and constitute a substantive part of this Resolution.

Section 2. That Resolution No. 21-60 is hereby repealed in its entirety.

Section 3. Commencing with the regular City Council meeting to be held June 11, 2024:
a. regular meetings of the City Council shall be held at 1:30 PM on the 2nd and 4th Tuesday of January, February, March, June, August and October; b. regular meetings of the City Council shall be held at 1:30 PM only on the second Tuesday of the month for the months of July, September, November and December; c. during election years, no regular meetings of the City Council shall be held during the month of April but will be held on the first and fourth Tuesday in May at 1:30 PM (and there will be no meeting on the second Tuesday in May); d. in non-election years regular meetings of the City Council shall be held at 1:30 PM only on the second Tuesday of the month for the month of April and the second and fourth Tuesdays in May.
e. the City Council shall hold a regular meeting on July 23, 2024 at 1:30PM.

Section 4. That the provisions of this Resolution shall become effective upon adoption.

Section 5. That the City Clerk shall certify to the passage and adoption of this Resolution and enter it into the book of original Resolutions.

PASSED, APPROVED and ADOPTED this 28th day of May, 2024, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

ATTEST: APPROVED:
____________________________ ______________________________ ANDREA ALEXANDER R. REX PARRIS
City Clerk Mayor
City of Lancaster City of Lancaster
STATE OF CALIFORNIA }
COUNTY OF LOS ANGELES }ss
CITY OF LANCASTER }

CERTIFICATION OF RESOLUTION

CITY OF LANCASTER
I, __________________________, ___________________________ City of Lancaster, CA, do hereby certify that this is a true and correct copy of the original Resolution No. 24-___, for which the original is on file in my office.

WITNESS MY HAND AND THE SEAL OF THE CITY OF LANCASTER, on this _________ day of ________________, ________.
(seal)
___________________________________

STAFF REPORT
City of Lancaster
CC 22
5/28/2024
JC
Date: May 28, 2024
To: Mayor Parris and City Council Members
From: Kathleen Abaied, Assistant Director – Human Resources Jason Caudle, City Manager
Subject: Request for One (1) Additional Full-Time Employee for Lancaster Energy - Renewable H2 Initiatives
Recommendation:

It is recommended that the City Council:

1. Approve the addition of one full-time position (1) Coordinator II – Hydrogen Projects – Lancaster Energy, to be fully funded by Lancaster Energy, to effectively manage and expand the City’s renewable hydrogen and clean energy projects.

2. Appropriate a total of $176,000 between various payroll accounts in fund 501, as shown in Attachment 1 to fund 1 year for the (1) new position.

Fiscal Impact:

The addition of this full-time position will have no impact on the City’s general fund as the positions are to be fully funded by Lancaster Energy. Detailed financial implications and cost breakdowns for these positions are provided in Attachment 1.

Background:

The City of Lancaster has been at the forefront of hydrogen energy development, earning the title of the “First Hydrogen City” in the United States. With the influx of over $70 million into the 1 6
5 2
1 5
6 1
region for renewable energy projects, the need for dedicated personnel to manage, expand, and innovate our clean energy initiatives has become critical.

In partnership with industry leaders and through innovative projects such as green hydrogen production, solar heat generation, and more, Lancaster has established itself as a hub for clean energy. To sustain and advance this momentum, dedicated staff with specialized knowledge and experience in hydrogen technologies and clean energy initiatives are required.

The proposed Coordinator II position will add to an existing budgeted Coordinator II position to play a pivotal role in the City’s continued journey toward a sustainable and energy-independent future, contributing not only to environmental benefits but also to local job creation and economic growth. The position costs approximately $176K annually for salary and benefits. Funding one position for the 2025 fiscal year will total approximately $176K. Final costs will be determined based on the hire date and salary step offered to the employee when hired. A budget adjustment is requested for a total sum of $176K for fiscal year 2024/25. Annualized costs will be budgeted in subsequent years.

Attachment:

Attachment 1
Step Salary Benefits Share of UAL
Total Annualized
Budget
F
UND - 501-9100
Existing Budgeted Position
Coordinator II 6 110,491.68 47,339.63 18,262.59 $ 176,093.90 Total Existing Budget 176,093.90$
Proposed Addition
C
oordinator II 6 110,491.68 47,339.63 18,262.59 $ 176,093.90 $

Net Impact 175,971.12$
Rounded Budget 176,000.00$
Coordinator II 50191700 50191700.5101 55,246 9,
000 50191700.5206 16,254

C
oordinator II 50191700 2,
420 3,
812 1,
366 176,196

176,196
Totals to App for FY24
Attachment 1
Salary Health/Insurance
50191700.5201
CalPers
Worker's Comp
50191700.5208
Deferred Comp
50191700.5209
Fringe Benefits
50191700.5214

STAFF REPORT
City of Lancaster
CC 23
5/28/2024
JC
Date: May 28, 2024
To: Mayor Parris and City Council Members
From: Jason Caudle, City Manager
Subject: Clean Hydrogen Purchase Agreement Non-Binding Term Sheet – Element Resources, Inc.

Recommendation:

It is recommended that the City Council:

1. Approve the Non-Binding Term Sheet with Element Resources, Inc. for the purchase of hydrogen, with an estimated maximum contract amount of $68,200,000 and a minimum contract amount of $54,135,000 per year. Authorize the City Manager, or his designee, to execute and sign all documents; and

2. Find that this item is not a project pursuant to the California Environmental Quality Act.

Fiscal Impact:

The Term Sheet outlines the prospective purchase of green hydrogen at prices of $8.50 per kilogram for liquefied hydrogen and $6.75 per kilogram for gaseous hydrogen at 350 BAR. The agreement anticipates purchasing an average of 22,000 kilograms per day. The minimum volume cost per year would be $54,135,000, and the maximum volume cost would be $68,200,000.

However, no funding has been identified yet, and this will need to be secured before entering into a binding agreement.

Background:

In 2020, the City of Lancaster announced its intention to become the first renewable Hydrogen City. Lancaster is working with several organizations to increase the production and use of renewable hydrogen and other sources of clean energy. The City Manager’s Office is requesting to enter into a Non-Binding Term Purchase Agreement and determine Element Resources as a Sole Source vendor.
1 5
6 1
Element Resources, Inc. is a Delaware corporation specializing in green hydrogen production, with offices in Houston, TX, and San Diego, CA. The company is at the forefront of developing sustainable hydrogen solutions to support the growing demand for clean energy.

In March 2024, the Lancaster Planning Commission approved Element Resources’ Lancaster Clean Energy Center—a renewable hydrogen production facility utilizing photovoltaic (PV) solar for its power supply. This facility is part of a broader strategy to develop Lancaster’s renewable hydrogen infrastructure, supplying hydrogen locally and expanding the broader hydrogen supply chain.

The Lancaster Clean Energy Center will be divided into two sites, totaling approximately 1,338 acres, and powered by 650 megawatts (MW) of ground-mounted PV solar arrays. It will also incorporate 330 MWh of long-duration battery energy storage to provide power during times of low solar output. The facility will include 400 MWe of hydrogen production capacity and both liquefied and gaseous hydrogen storage.

In 2023, the City of Lancaster and Element Resources formalized their partnership through a Memorandum of Understanding (MOU). This collaboration aims to develop hydrogen infrastructure projects, enhance local job opportunities, and support California’s ambitious emissions targets. The energy center is expected to bring about 35 new high-paying, permanent jobs and hundreds of highly skilled union positions during the construction phase.

The City of Lancaster and Element Resources, Inc. are now discussing a business relationship to purchase green hydrogen produced at this new facility. The Non-Binding Term Sheet outlines the principal terms of this prospective relationship, including the purchase of hydrogen at competitive prices and a long-term commitment to support Lancaster's energy needs.

The Hydrogen Purchase Agreement (HPA) will have an initial term of ten (10) years from the commercial operations date (COD) of the Facility (the “Initial Term”). Buyer may renew the HPA for two (2) successive five (5) year terms (each a “Renewal Term”) by providing written notice to Seller not less than twelve (12) Contract Months prior to the expiration of the Initial Term or the first Renewal Term, as applicable. The Initial Term and any Renewal Term together constitute the “Term”.

This agreement aims to secure a reliable supply of green hydrogen for the City of Lancaster, enhancing its clean energy portfolio and supporting its environmental goals. The collaboration with Element Resources is expected to provide substantial benefits in terms of sustainability, cost savings, and energy security.

Attachment:

Non-Binding Purchase Agreement
Sole Source Memo
1 CONFIDENTIAL NON-BINDING TERM SHEET

HYDROGEN OFFTAKE
This Non-Binding Term Sheet (“Term Sheet”), dated as of May 16, 2024 (the “Effective Date”) summarizes the principal terms with respect to a prospective business relationship by and between City of Lancaster, CA a municipal corporation and charter city with offices located at 44933 Fern Avenue, Lancaster, CA 93534, and any of its designated Affiliates ( “Buyer”), and Element Resources, Inc., a Delaware corporation with offices located at One Shell Plaza, 910 Louisiana St., Suite 5030, Houston, TX 77002 and any of its designated Affiliates (“Element Resources” or “Seller”). Seller and Buyer are sometimes referred to individually as a “Party” and together referred to as the “Parties”. “Affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party to this Term Sheet. “Control” means the direct or indirect ownership or control of at least fifty percent (50%) of the voting rights (or their equivalent) of an entity or the rights to exercise management control.

This Term Sheet, unless explicitly set forth herein, is intended solely as a basis for discussion, a pathway to definitive agreements and will not be construed as a commitment to enter any transaction or investment whatsoever by either Party, and, except for the provisions set forth in Part B, below (which are intended to be legally binding upon the Parties), no such legally binding obligations on the Parties of any kind will be created, implied or inferred until appropriate definitive written agreements in final form regarding the subject matter of this Term Sheet and containing all other essential terms of an agreed-upon transaction have been approved by the Parties (after all necessary senior management, credit, regulatory, financial, technical and legal review) and all such definitive documents are executed by all Parties.

The basis of this NON-Binding Term Sheet is to develop a mutually agreeable HPA (defined below), resolve the outstanding matters and collaboratively pursue the transaction contemplated herein and the greater hydrogen economy.

The Parties are discussing a business relationship based on the following terms:

Part A – Non-Binding Terms:

Business
Relationship
Seller is currently developing a green hydrogen production facility to be located in Lancaster, CA (the “Facility”).

Buyer is a California municipal corporation and charter city.

Seller desires to sell, and Buyer desires to buy the green hydrogen to be produced at the Facility.

Scope The Parties intend to enter into a definitive agreement for the sale and purchase of hydrogen (the “Hydrogen Purchase Agreement” or “HPA”) pursuant to which Seller 2 will supply and sell and Buyer will purchase and receive hydrogen produced by the Facility.

HPA Term
The HPA will have an initial term of ten (10) years from the commercial operations date (“COD”) of the Facility (the “Initial Term”). Buyer may renew the HPA for two (2) successive five (5) year terms, (each a “Renewal Term”) by providing written notice to Seller not less than twelve (12) Contract Months prior to the expiration of the Initial Term or the first Renewal Term, as applicable. The Initial Term and any Renewal Term, the “Term”.

Conditions
Precedent to
Effectiveness
of HPA
Satisfaction of each of the below is a Condition Precedent to the effectiveness of the HPA:

1. Seller has entered into and issued full notice to proceed under the Construction Contracts;

2. Seller has obtained all permits required by applicable law to commence construction of the Facility;

3. Seller has taken a positive final investment decision to construct the Facility; and

4. Buyer and seller have executed Mutually agreed definitive Hydrogen Purchase Agreement(s) (HPA).

Product and
Product
Specifications
“Product” means liquid or gaseous hydrogen meeting the specifications set forth in SAE J2719 standards and the CI Baseline (“Specifications”). Buyer will have no obligation to accept any Product that fails to conform to the Specifications at the Delivery Point.

Carbon
Intensity (CI)
Baseline
Carbon Intensity (“CI”) is the quantity of life cycle greenhouse gas emission per unit of fuel energy, expressed in grams of carbon dioxide equivalent per megajoule (gCO2/MJ), in accordance with the regulations and rules of applicable governmental authorities, including the California Air Resources Board (“CARB”).

The baseline of CI for the Product supplied under the HPA is _48CO 2/MJ (“CI Baseline”).

The Parties agree to work together to reduce the CI of the Product produced to achieve further reductions, where applicable, (1) to comply with local and federal regulations; and (2) to maximize the value of Upstream and/ or Downstream Incentives.

Delivery Point
/ Logistics
Schedule
“Delivery Point” means the specific downstream flange and measurement location at the Facility where the Product passes from the outlet flange of Seller’s hydrogen production facility and delivered to Buyer, or other facilities or equipment as may be mutually agreed by the Parties.
3 Buyer will provide Seller with a logistics schedule to ensure timely acceptance of delivery of Product in a manner to prevent any shut-ins of the Facility due to lack of storage capacity.

Contract
Quantity
Buyer will purchase an average annual 22,000 kilograms per day of Product (“Initial Contract Quantity”), starting with 2026, averaged on a monthly basis.

Delivery &
Other
Services
Seller may contract separate from the HPA Buyer, to provide delivery to the Buyer’s location(s), Seller can provide delivery via Zero Emission’s transportation, If the Buyer and Seller agree that the Seller will provide hydrogen delivery, they must execute a separate Hydrogen Delivery Agreement (HDA) to outline the specific terms and conditions of this service. For the purposes of this agreement, 'Zero Emission’s transportation' refers to transportation methods that do not emit any pollutants or greenhouse gases during operation, including but not limited to electric vehicles and hydrogen fuel cell vehicles.

Buyer may request Seller to provide Storage at Seller’s site, in this case Buyer and Seller shall enter into a Hydrogen Storage Agreement (HSA).

Seller may provide storage at Buyers Site via tank trailers or Transportable ISO Totes, if agreed between Buyer and Seller, a Hydrogen Logistics Agreement (HLA) shall be executed between the Parties, this service may also include if agreed, liquid hydrogen vaporization and local compression.

Nomination
Procedure
Five (5) Business Days before the first day of each Contract Month, Buyer will submit to Seller written notice of its binding nomination (a “Nomination”) of the amount of Product that Buyer will purchase and take each day of the next Contract Month.

Buyer’s Nomination will be a uniform amount for each day and will not be less than ninety percent (90%) or greater than one hundred ten percent (110%) of the Contract Quantity (“Nomination Amount”), except to take account of any scheduled downtime properly notified by Seller to Buyer for such Contract Month. The aggregate Nomination Amount for any Contract Month is the “Monthly Nomination Amount”. The specific percentages and conditions of the Contract Quantity and/or Nomination Amount will be subject to further negotiation and will be finalized in the binding Hydrogen Purchase Agreement.

From time to time and with adequate notice, Buyer may request that Seller provide additional Product in excess of the Nomination Amount. If such additional Product is available, Seller will deliver the requested additional Product to Buyer at the Product Price.
“Contract Month” refers to a full calendar month, beginning on the first day and ending on the last day of that month; provided, however, that the first Contract Month shall commence on the COD and end on the last day of the Contract Month in which 4 the COD occurs and the last Contract Month shall commence on the first day of the last Contract Month of the Term and end on the last day of the Term.

Purchase and
Sale
Obligations
The intent of the HPA is that Each of Seller’s obligation to sell and deliver and Buyer’s obligation to purchase and receive is Firm. However, these terms will be subject to negotiation and only become binding upon execution of the definitive HPA. “Firm” means that either Party may interrupt its performance without liability only to the extent that such performance is (a) excused by the failure to perform by the other Party or (b) prevented due to a Force Majeure event.

The remedy for any unexcused failure by Seller to sell and deliver or by Buyer to purchase and receive will be through payment of cover damages as detailed in the HPA. The remedy for any unexcused failure by Seller to sell and deliver or by Buyer to purchase and receive will be through payment of cover damages. The method of calculating these cover damages will be detailed in the definitive Hydrogen Purchase Agreement (HPA), once it is negotiated and finalized.

The basis of this NON-Binding Term Sheet is to develop a mutually agreeable HPA, identify and resolve outstanding matters through further negotiation, and collaboratively pursue the Transaction and the greater hydrogen economy.

Product Price
The price of liquefied hydrogen sold by Seller and purchased by Buyer hereunder will be $8.50 per kilogram (“Base Liquefied Price”). The price of gaseous hydrogen sold by Seller and purchased by Buyer hereunder will be $6.75 per kilogram at 350 BAR(“Base Gaseous Price”).

Both prices will be subject to an annual adjustment based upon the Consumer Price Index (CPI) or another relevant Federal price inflation index agreed upon by the parties."
Seller Facility
Downtime
Seller Facility
Downtime
The Facility will have an allowance for maintenance downtime in accordance with industry practices and equipment vendor recommendations. Ninety (90) days prior to the start of each Contract Year, Seller will provide Buyer with written notice of downtime scheduled for the following Contract Year, including downtime necessary for extended planned maintenance events.

Five (5) days prior to the start of each calendar quarter, Seller will provide Buyer with written notice of the maintenance downtime scheduled for the following quarter, including the timing of such scheduled downtime, any scheduled downtime that is anticipated to exceed twenty-four (24) hours, and the quantity of Product affected by such scheduled downtime.

Seller agrees to have adequate Product available for Buyer in storage at the Facility to cover a period of forty-eight (48) consecutive hours of unscheduled downtime. 5 Upstream
Incentives
Seller will retain all rights in respect of Upstream Incentives associated with hydrogen production available based on the envisaged CI Baseline of the Product. “Upstream Incentives” means all Incentives recognized by Seller that arise from the production of hydrogen at the Facility (or other activities of Seller in respect of Product prior to delivery to Buyer).

Downstream
Incentives
Buyer will retain and monetize Downstream Incentives. “Downstream Incentives” means any and all Incentives associated with the Product that do not arise out of the production of hydrogen and that accrue following production and delivery of Product to Buyer.

General
Terms
regarding
Incentives
“Incentives” means any applicable tax benefits or other financial incentives, whether federal, state or other, resulting from construction, ownership, operation, maintenance or other use relating in any way to Hydrogen in connection with the Facility, including but not limited to (a) Environmental Attributes, (b) any Tax Credits, associated with the Facility, (c) state, federal or private grants or other benefits related to the Facility, (d) renewable energy generated for the Facility, (e) accelerated depreciation benefits related to the Facility’s status as a low carbon intensity fuel supply infrastructure, (f) LCFS credits, (g) Renewable Identification Number credits, and (h) similar tax credits, grants or associated funding or loans. “Environmental Attributes” means any and all environmental benefit, emissions, attributes, reductions or other environmental credits, carbon credits or certificate credits, allotments, or other right, title and interest associated with fuel, low carbon fuel and/or greenhouse gases and any other criteria pollutant reductions or benefits, including any environmental reporting and/or marketing rights, related to the production, use, sale or consumption of hydrogen.
“Tax Credits” means, collectively, any federal, state or other tax incentive, including but not limited to the Carbon Oxide Tax Credit, Investment Tax Credit or Purchase Tax Credit which are considered Upstream Incentives.
“LCFS” means a low carbon fuel standard program and any associated credits or benefits under applicable Laws and generated pursuant to applicable Laws, and shall be considered Downstream Incentives.

Other Downstream Incentives – Shall be for the Buyer exclusively.

Each Party will be responsible for its portion of any transaction and execution costs related to the monetization of any Upstream or Downstream Incentives. The Parties agree to cooperate in the review and pursuit of any Incentives that may become available during the Term.

Part B – Binding Terms:
6 This Term Sheet may be executed in one or more counterparts, each of which will be deemed an original and all of which will be deemed one and the same Term Sheet. The Parties acknowledge and Confidentiality The parties acknowledge and agree that to the extent permitted by law (including, but not limited to, the Ralph M. Brown Act and California Public Records Act) this Term Sheet and the terms set out herein, the fact that discussions are being held between the Parties as well as all information and documents related to the HPA will be deemed Confidential Information for purposes of the Confidentiality Agreement entered into by the Parties dated 05 24, 2024. Seller acknowledges that this Term Sheet will be appended to a publicly posted agenda of the Lancaster City Council.

Effective
Period;
Termination
This Term Sheet will remain in effect until the date of execution and delivery of definitive agreements. Notwithstanding anything to the contrary herein, the provisions in this Part B entitled “Confidentiality” will survive the termination or expiration of this Term Sheet for a period of three (3) years.

Expenses Each Party will bear its own legal, accounting, consulting, regulatory, tax and other professional fees and expenses and other transaction costs, regardless of whether a transaction is consummated.

Compliance Any future definitive agreements will contain appropriate anti-corruption, anti- terrorism, economic sanctions, anti-money laundering and other related representations, warranties and covenants.

Governing
Law /
Jurisdiction
The provisions of this Term Sheet, and this Part B specifically, will be governed and construed in accordance with the laws of the State of California. The Parties consent and agree that the courts sitting in Los Angeles County, California will have exclusive jurisdiction over any dispute, controversy, or claim between the Parties hereto arising out of or relating to this Term Sheet.

Successors
and
Assignments
Any rights or obligations arising out of this Part B may not be assigned or delegated by Seller or Buyer without the other Party’s prior written consent. Any such rights and obligations will be binding upon any successor (whether by operation of law or otherwise) or approved assignee of Seller or Buyer, respectively. Notwithstanding the preceding, each Party is entitled to freely assign the rights and obligations contemplated under this Term Sheet to an Affiliate.
7 agree that any document or signature delivered by facsimile, PDF or other electronic transmission will be deemed to be an original executed document for the purposes hereof and such execution and delivery will be considered valid, binding (as to Part B only) and effective for all purposes.

Signature Page Follows
8 IN WITNESS WHEREOF, the undersigned have executed this Term Sheet as of the Effective Date.

City of Lancaster Element Resources Inc.

By: _____________________________ By: _____________________________ Name: __________________________ Name: __________________________ Title: ___________________________ Title: ____________________________ To: Purchasing Division
From: Alexus Merino, Assistant to the City Manager
CC:George Harris, Finance and IT Director
Date: February 27, 2024
Subject: Sole Source Justification – Element Resources, Inc.

Memo: As part of the City’s objective, Element Resources, Inc., upon Council approval, will provide the City with a green hydrogen production facility in the City of Lancaster, demonstrating the efficacy and efficiency of producing hydrogen using their proprietary and patented technologies.

Element Resources, Inc. specializes in green hydrogen production and has developed a plan for a state-of-the-art facility, the Lancaster Clean Energy Center, which utilizes photovoltaic (PV) solar arrays for power supply and advanced electrolyzer catalysts for hydrogen production. This facility includes 400 MWe of hydrogen production capacity and both liquefied and gaseous hydrogen storage, making it one of the most advanced hydrogen production facilities in the country.

Element Resources, Inc. is a Houston-based development company with offices in San Diego, California. They hold significant expertise in hydrogen production technologies, including patented large-capacity, low-cost underground hydrogen storage solutions. Their proprietary methods ensure compliance with California Air Resources Board (CARB) standards and contribute to the City’s sustainability goals.

The City of Lancaster has a formalized partnership with Element Resources through a Memorandum of Understanding (MOU) established in 2023. This partnership aims to develop hydrogen infrastructure projects, enhance local job opportunities, and support California’s ambitious emissions targets. The Lancaster Clean Energy Center will bring about 35 new high- paying, permanent jobs and hundreds of skilled union positions during the construction phase.

Element Resources, Inc. is the only consultant utilizing their proprietary and patented models and tools to produce hydrogen. Their innovative approach and proven track record in deploying commercial-scale hydrogen projects make them the ideal partner for the City. Additionally, Element Resources is uniquely positioned to provide the City with the required scale of hydrogen—an average of 22,000 kilograms per day—at the competitive prices of $8.50 per kilogram for liquefied hydrogen and $6.75 per kilogram for gaseous hydrogen. No other vendor can supply hydrogen at this scale and price point while ensuring compliance with the necessary environmental standards.

Engaging another consultant would not only disrupt this established partnership but also contradict any cost savings due to the need for additional resources and expertise. Therefore, the City has no cost benefit to obtain additional quotes from other consultants for this project.

Your approval is requested to find Element Resources, Inc. as a sole source vendor.

Please get in touch with Alexus Merino at ext. 6081 if you have any questions.

APPROVAL:

Purchasing Agent – Purchasing Division, Finance Date

STAFF REPORT
City of Lancaster
PH 1
5/28/2024
JC
Date: May 28, 2024
To: Mayor Parris and City Council Members
From: Larissa De La Cruz, Director - Community Development Lisa Anderson, Analyst - Housing
Subject: TEFRA Hearing/Approval of Exempt Facility Bonds for Caritas Affordable Housing
Recommendations:

Adopt Resolution No. XX pursuant to Section 147(f) of the Internal Revenue Code of 1986 approving the issuance of tax-exempt revenue bonds (the “Bonds”) by the California Municipal Finance Authority (the “CMFA”) in an aggregate principal amount not to exceed $166,000,000 for the purpose of financing and refinancing the acquisition and improvement of the acquisition, construction, improvement and equipping of certain properties consisting of mobile home parks and an apartment complex (the “Project”).

Fiscal Impact:

There is no financial impact. The City itself is not issuing the Bonds, is not obligated to repay the Bonds and is not pledging or otherwise committing any of the City’s revenue or other assets to secure repayment of the Bonds. The Bonds are payable solely from revenue received pursuant to the terms and provisions of certain financing agreements to be executed by the developer.

Background:

One or more California limited liability companies (“LLCs”), whose sole member is or will be Caritas Affordable Housing, Inc. (the “Corporation” and, together with the LLCs, the “Borrowers”), a California nonprofit public benefit corporation and an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), have requested that the CMFA participate in the issuance of one or more series of tax exempt revenue bonds in a maximum aggregate principal amount not to exceed $166,000,000 (the “Bonds”), pursuant to a plan of financing, to: (a) pay costs of the 2024 New Money Project (as defined below) and (b) refund all or a portion of the Authority’s outstanding Mobile Home Park Senior Revenue Bonds (Caritas Affordable Housing, Inc. Projects), Series 2014A (the “2014A Bonds”), 1 6
2 7
and Mobile Home Park Subordinate Revenue Bonds (Caritas Affordable Housing, Inc. Projects), Series 2014B (the “2014B Bonds” and, together with the 2014A Bonds, the “2014 Bonds”), which 2014 Bonds were issued to finance and refinance the 2014 Project (as defined below, and as referred to herein collectively with the 2024 New Money Project, the “Project”).

The term “2024 New Money Project” means all or a portion of the costs of: (a) the acquisition, construction, improvement and equipping of property located at 220 Camino Corto, Vista, California 92083 (the “Estrella Apartment Project”) and at 2441 South El Camino Real, San Clemente, California 92672 (the “San Clemente Project”); (b) certain capital expenditures for the properties comprising the 2014 Project, including, but not limited to, the replacement of asphalt surfaces in and about such properties (the “Improvement Project”); and (c) certain working capital expenditures as permitted by the Code and the Treasury Regulations promulgated thereunder.

The term “2014 Project” means financing and refinancing all or a portion of the costs of the acquisition, construction, improvement and equipping of: (a) a 285-space mobile home park known as Valley Village Mobile Home Park, located at 6401 Country Club Drive, Rohnert Park, California 94928 (the “2014 Valley Village Project” and, together with the portion of the Improvement Project at the 2014 Valley Village Project, the “Valley Village Project”); (b) a 67- space mobile home park known as Sterling Shores Estates Manufactured Housing Community, located at 5830 Robin Hill Drive, Lakeport, California 95453 (the “2014 Sterling Shores Project” and, together with the portion of the Improvement Project at the 2014 Sterling Shores Project, the “Sterling Shores Project”); (c) a 123-space mobile home park known as Desert Sands Estates Mobile Home Park, located at 4511 25th Street East, Lancaster, California 93535 (the “2014 Desert Sands Project” and, together with the portion of the Improvement Project at the 2014 Desert Sands Project, the “Desert Sands Project”); (d) a 164-space mobile home park known as Aztec Mobile Home Estates, located at 7425 Church Street, Yucca Valley, California 92284 (the “2014 Aztec Project” and, together with the portion of the Improvement Project at the 2014 Aztec Project, the “Aztec Project”); (e) a 100-space mobile home park known as Rancho Brea Mobile Home Estates, located at 1414 West Central Avenue, Brea, California 92821 (the “2014 Rancho Brea Project” and, together with the portion of the Improvement Project at the 2014 Rancho Brea Project, the “Rancho Brea Project”); (f) a 465-space mobile home park known as Friendly Village Mobile Home Park, located at 1301 East Avenue 1, Lancaster, California 93535 (the “2014 Friendly Village Project” and, together with the portion of the Improvement Project at the 2014 Friendly Village Project, the “Friendly Village Project”); (g) a 264-space mobile home park known as Hacienda Mobile Estates, located at 2330 East Avenue J 8, Lancaster, California 93535 (the “2014 Hacienda Project” and, together with the portion of the Improvement Project at the 2014 Hacienda Project, the “Hacienda Project”); (h) a 107-space mobile home park known as Estrella De Oro, located at 220 Camino Corto, Vista, California 92083 (the “2014 Estrella Project” and, collectively with the portion of the Improvement Project at the 2014 Estrella Project and the Estrella Apartment Project, the “Estrella Project”); and (i) a 159-space mobile home park known as Vista Manor Mobile Home Park, located at 200 Olive Avenue, Vista, California 92083 (the “2014 Vista Manor Project” and, together with the portion of the Improvement Project at the 2014 Vista Manor Project, the “Vista Project”).

The Borrower requests that the City approve CMFA’s issuance of the Bonds in order to finance the above-mentioned project. The Bonds will be tax-exempt private activity bonds for purposes of the Internal Revenue Code and, as such, require the approval of the elected body of the governmental entity having jurisdiction over the area where the project to be financed is located. In order for the City to approve CMFA’s issuance of the Bonds, the City must conduct a 1 6
2 7
Tax Equity and Fiscal Responsibility Act (“TEFRA”) hearing to allow for public comment on the use of the tax-exempt bond financing. Notice of the TEFRA hearing was published in the Antelope Valley Press, a newspaper of general circulation in the community, on May 21, 2024, and the public hearing is scheduled for May 28, 2024.

The City has a significant interest in the success of these projects. Therefore, staff recommends adoption of this resolution in order to approve the CMFA’s issuance of the Bonds pursuant to Section 147(f) of the Internal Revenue Code of 1986. Adoption of this resolution does not establish or warrant in any manner the creditworthiness or repayment of the Bonds.

LA/js
Attachment:

Resolution No.
1100903102\4\AMERICAS
RESOLUTION NO. _____

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LANCASTER,

CALIFORNIA APPROVING THE ISSUANCE OF TAX EXEMPT REVENUE

BONDS PURUSANT TO A PLAN OF FINANCE IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $166,000,000 BY THE

CALIFORNIA MUNICIPAL FINANCE AUTHORITY FOR THE PURPOSE OF

FINANCING AND REFINANCING THE ACQUISITION AND

IMPROVEMENT OF THE ACQUISITION, CONSTRUCTION,

IMPROVEMENT AND EQUIPPING OF CERTAIN PROPERTIES

CONSISTING OF MOBILE HOME PARKS AND AN APARTMENT

COMPLEX BY ONE OR MORE CALIFORNIA LIMITED LIABILITY

COMPANIES WHOSE SOLE MEMBER WILL BE CARITAS AFFORDABLE
HOUSING, INC., AND CERTAIN OTHER MATTERS RELATING THERETO WHEREAS, one or more California limited liability companies (“LLCs”), whose sole member is or will be Caritas Affordable Housing, Inc. (the “Corporation” and, together with the LLCs, the “Borrowers”), a California nonprofit public benefit corporation and an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), have requested that the California Municipal Finance Authority (the “Authority”) participate in the issuance of one or more series of tax exempt revenue bonds in a maximum aggregate principal amount not to exceed $166,000,000 (the “Bonds”), pursuant to a plan of financing, to: (a) pay costs of the 2024 New Money Project (as defined below) and (b) refund all or a portion of the Authority’s outstanding Mobile Home Park Senior Revenue Bonds (Caritas Affordable Housing, Inc. Projects), Series 2014A (the “2014A Bonds”), and Mobile Home Park Subordinate Revenue Bonds (Caritas Affordable Housing, Inc. Projects), Series 2014B (the “2014B Bonds” and, together with the 2014A Bonds, the “2014 Bonds”), which 2014 Bonds were issued to finance and refinance the 2014 Project (as defined below, and as referred to herein collectively with the 2024 New Money Project, the “Project”); and
WHEREAS, the term “2024 New Money Project” means all or a portion of the costs of:
(a) the acquisition, construction, improvement and equipping of property located at 220 Camino Corto, Vista, California 92083 (the “Estrella Apartment Project”) and at 2441 South El Camino Real, San Clemente, California 92672 (the “San Clemente Project”); (b) certain capital expenditures for the properties comprising the 2014 Project, including, but not limited to, the replacement of asphalt surfaces in and about such properties (the “Improvement Project”); and (c) certain working capital expenditures as permitted by the Code and the Treasury Regulations promulgated thereunder; and
WHEREAS, the term “2014 Project” means financing and refinancing all or a portion of the costs of the acquisition, construction, improvement and equipping of: (a) a 285-space mobile home park known as Valley Village Mobile Home Park, located at 6401 Country Club Drive, Rohnert Park, California 94928 (the “2014 Valley Village Project” and, together with the portion of the Improvement Project at the 2014 Valley Village Project, the “Valley Village Project”); (b) a 67-space mobile home park known as Sterling Shores Estates Manufactured Housing Community, located at 5830 Robin Hill Drive, Lakeport, California 95453 (the “2014 Sterling Shores Project” 1100903102\4\AMERICAS
and, together with the portion of the Improvement Project at the 2014 Sterling Shores Project, the “Sterling Shores Project”); (c) a 123-space mobile home park known as Desert Sands Estates Mobile Home Park, located at 4511 25th Street East, Lancaster, California 93535 (the “2014 Desert Sands Project” and, together with the portion of the Improvement Project at the 2014 Desert Sands Project, the “Desert Sands Project”); (d) a 164-space mobile home park known as Aztec Mobile Home Estates, located at 7425 Church Street, Yucca Valley, California 92284 (the “2014 Aztec Project” and, together with the portion of the Improvement Project at the 2014 Aztec Project, the “Aztec Project”); (e) a 100-space mobile home park known as Rancho Brea Mobile Home Estates, located at 1414 West Central Avenue, Brea, California 92821 (the “2014 Rancho Brea Project” and, together with the portion of the Improvement Project at the 2014 Rancho Brea Project, the “Rancho Brea Project”); (f) a 465-space mobile home park known as Friendly Village Mobile Home Park, located at 1301 East Avenue 1, Lancaster, California 93535 (the “2014 Friendly Village Project” and, together with the portion of the Improvement Project at the 2014 Friendly Village Project, the “Friendly Village Project”); (g) a 264-space mobile home park known as Hacienda Mobile Estates, located at 2330 East Avenue J 8, Lancaster, California 93535 (the “2014 Hacienda Project” and, together with the portion of the Improvement Project at the 2014 Hacienda Project, the “Hacienda Project”); (h) a 107-space mobile home park known as Estrella De Oro, located at 220 Camino Corto, Vista, California 92083 (the “2014 Estrella Project” and, collectively with the portion of the Improvement Project at the 2014 Estrella Project and the Estrella Apartment Project, the “Estrella Project”); and (i) a 159-space mobile home park known as Vista Manor Mobile Home Park, located at 200 Olive Avenue, Vista, California 92083 (the “2014 Vista Manor Project” and, together with the portion of the Improvement Project at the 2014 Vista Manor Project, the “Vista Project”); and
WHEREAS, the maximum aggregate principal amount of Bonds to be issued for: (a) the Vista Project will not to exceed $12,900,000; (b) the San Clemente Project will not to exceed $16,800,000; (c) the Valley Village Project will not to exceed $33,000,000; (d) the Sterling Shores Project will not to exceed $11,500,000; (e) the Desert Sands Project will not to exceed $10,150,000; (f) the Aztec Project will not to exceed $16,300,000; (g) the Rancho Brea Project will not to exceed $12,350,000; (h) the Friendly Village Project will not to exceed $13,150,000; (i) the Hacienda Project will not to exceed $12,900,000; and (j) the Estrella Project will not to exceed $26,950,000 (but in no event will the combined principal amount of Bonds issued for the Project exceed $166,000,000); and
WHEREAS, the Desert Sands Project, the Friendly Village Project and the Hacienda Project are or will be located within the territorial limits of the City of Lancaster, California (the “City”), a member of the Authority; and
WHEREAS, each of the Desert Sands Project, the Friendly Village Project and the Hacienda Project is, or will be when acquired, owned and operated by one or more of the Borrowers; and
WHEREAS, not less than twenty percent (20%) of the residential units of the Desert Sands Project, the Friendly Village Project and the Hacienda Project shall be occupied by individuals whose income is fifty percent (50%) or less of area median gross income; and 1100903102\4\AMERICAS
WHEREAS, pursuant to Section 147(f) of the Code and the Treasury Regulations promulgated thereunder, the issuance of the Bonds by the Authority and the related plan of financing must be approved by the City because the Desert Sands Project, the Friendly Village Project and the Hacienda Project are located within the territorial limits of the City; and WHEREAS, the City Council of the City (the “City Council”) is the elected legislative body of the City and is one of the applicable elected representatives required to approve the issuance of the Bonds by the Authority under Section 147(f) of the Code and the Treasury Regulations promulgated thereunder; and
WHEREAS, the Authority has requested that the City Council approve the issuance of the Bonds by the Authority in order to satisfy the public approval requirement of Section 147(f) of the Code and the Treasury Regulations promulgated thereunder, and the requirements of Section 4 of the Joint Exercise of Powers Agreement Relating to the California Municipal Finance Authority, dated as of January 1, 2004 (as amended from time to time, the “Agreement”), among certain program participants, including the City; and
WHEREAS, on or before May 21, 2024, the Authority’s bond counsel caused a notice to appear in the Antelope Valley Press, which is a newspaper of general circulation in the City, stating that a public hearing with respect to the issuance of the Bonds by the Authority for the Desert Sands Project, the Friendly Village Project and the Hacienda Project would be held by the City’s City Council on May 28, 2024; and
WHEREAS, pursuant to Section 147(f) of the Code, the City has, following notice duly given, held a public hearing on May 28, 2024 regarding the issuance of the Bonds by the Authority, and an opportunity was provided for persons to comment on the matter of the Bonds and of the Desert Sands Project, the Friendly Village Project and the Hacienda Project; and WHEREAS, it is in the public interest and for the public benefit that the City Council approve the issuance of the Bonds by the Authority for the aforesaid purposes.

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

Section 1. The foregoing recitals with respect the Project, the Bonds and the use of the proceeds of the Bonds for the Desert Sands Project, the Friendly Village Project and the Hacienda Project are true and correct.

Section 2. The City Council hereby approves the issuance of the Bonds by the Authority and the related plan of financing related to the Desert Sands Project, the Friendly Village Project and the Hacienda Project. It is the purpose and intent of the City Council that this resolution constitutes approval of the issuance of the Bonds by the Authority (a) by the “applicable elected representative” of the governmental unit having geographic jurisdiction of the area which contains the Desert Sands Project, the Friendly Village Project and the Hacienda Project in accordance with Section 147(f) of the Code and the Treasury Regulations promulgated thereunder, and (b) by the City Council in accordance with Section 4 of the Agreement. 1100903102\4\AMERICAS
Section 3. The issuance of the Bonds shall be subject to the approval of the Authority of all financing documents relating thereto to which the Authority is a party. The approval by the City of the issuance of the Bonds by the Authority relating to the Desert Sands Project, the Friendly Village Project and the Hacienda Project is neither an approval of the underlying credit issues of the proposed Desert Sands Project, Friendly Village Project and Hacienda Project nor an approval of the financial structure of the Bonds. Neither the City nor any department, official or officer thereof shall have any responsibility or liability whatsoever with respect to the Bonds or any portion of the Project. The Bonds shall not constitute an obligation or indebtedness of the City, and the assets and revenues of the City are not being pledged as security for the payment of principal or interest on the Bonds.

Section 4. The officers of the City are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they deem necessary or advisable in order to carry out, give effect to and comply with the terms and intent of this resolution and the financing transaction approved hereby.

Section 5. The adoption of this Resolution shall not obligate the City or any department thereof to (i) provide any financing to acquire, rehabilitate or construct the Project or any refinancing of the Project or any portion thereof; (ii) approve any application or request for or take any other action in connection with any planning approval, permit or other action necessary for the acquisition, rehabilitation or operation of the Project or any portion thereof; (iii) make any contribution or advance any funds whatsoever to the Authority or the Borrowers; or (iv) take any further action with respect to the Authority or the City’s membership therein.

Section 6. This resolution shall take effect immediately upon its adoption. [Remainder of page intentionally left blank]
1100903102\4\AMERICAS
PASSED, APPROVED, and ADOPTED this 28th day of May, 2024, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

ATTEST: APPROVED:
______________________________ FOR _____________________________ ANDREA ALEXANDER R. REX PARRIS
City Clerk Mayor
City of Lancaster, CLERK City of Lancaster

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss

CITY OF LANCASTER )

CERTIFICATION OF RESOLUTION

CITY COUNCIL
I, ____________________, ____________________ City of Lancaster, California do hereby certify that this is a true and correct copy of Resolution No. _________, for which the original is on file in my office.

WITNESS MY HAND AND THE SEAL OF THE CITY OF LANCASTER, on this _______________ day of ____________________, __________. (seal)
___________________________________

STAFF REPORT
City of Lancaster
CC 1
5/28/2024
JC
Date: May 28, 2024
To: Mayor Parris and City Council Members
From: Jason Caudle, City Manager
Subject: Approve Ordinance Establishing a Flag Policy
Recommendation:

It is recommended that the City Council:

1. Approve introduction of Ordinance No. ____, establishing a flag policy for City-owned or City-maintained flagpoles.

2. Find that this item is not a project pursuant to the California Environmental Quality Act.

Fiscal Impact:

There is no significant fiscal impact associated with this change.

Background:

Historically, the City of Lancaster displays the United States Flag, the State of California Flag, the County of Los Angeles Flag, and the City of Lancaster Flag at City Hall and other City facilities in accordance with Federal and State law. To ensure consistency and clarity in the use of City flagpoles, it is necessary to establish a formal flag policy.

The primary goal of this policy is to designate and clarify that City flagpoles are not intended to serve as a forum for free expression or speech by the public. Instead, they will be used for the display of official flags approved by the City Council. This policy will outline the specific flags that are permitted to be flown on City flagpoles, i.e., the United States Flag, the State of California Flag, the County of Los Angeles Flag and the City of Lancaster Flag.

The decision to limit the display of flags to those approved by the City Council allows the City of 1 6
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Lancaster to maintain a neutral stance and ensure that its flagpoles are used solely for governmental purposes, avoiding any appearance of endorsing private messages.

Establishing this policy will provide a clear framework for the use of City flagpoles, ensuring consistency and compliance with legal standards. The policy reflects the City Council's intent to uphold the dignity of the flags displayed and to ensure that the City facilities remain inclusive and neutral government facilities. This approach aligns with best practices observed in other jurisdictions and is supported by current case law on the constitutionality of flag policies.

Attachment:

Ordinance No. _____
Ordinance No. _____