Mayor and City Council
October 5, 2022

RESOLUTION NO. 2022-143

RESOLUTION OF THE MAYOR AND CITY COUNCIL OF

THE CITY OF SAN BERNARDINO, CALIFORNIA,

DECLARING INTENTION TO ESTABLISH PROPOSED
COMMUNITY FACILITIES DISTRICT NO. 2022-2 (PALM)

OF THE CITY OF SAN BERNARDINO
WHEREAS, the City Council (the “City Council”) of the City of San Bernardino (the “City”) has received a written petition from the owne rs of certain real property (the “Owner’) within the City of San Bernardino (the “City”) requesting that the City Council initiate proceedings for the formation of a community facilities district, pursuant to Chapter 2.5 (commencing with Section 53311) of Part 1 of Division 2 of Title 5 of the California Government Code, commonly known as the “Mello- Roos Community Facilities Act of 1982,” (the “Act”) for the purpose of financing the public facilities which are necessary to meet increased demands placed upon the City as a result of the development of said real property; and WHEREAS, the Owners are the owners of all of the property which is proposed to be included within the proposed community facilities district; and WHEREAS, the Act provides that the City C ouncil may initiate proceedings to establish a community facilities district only if it has first considered and adopted local goals and policies concerning the use of community facilities districts; and WHEREAS, the City Council has been presented with its Local Goals and Policies for all Community Facilities Districts of the City of San Bernardino (the “Policies”) for consideration, and the proposed public facilities comply with the Policies; and WHEREAS, pursuant to Section 53320 of the Act, having recei ved such a petition, the City Council is required to institute proceedings for the formation of the proposed community facilities district by the adoption of a resolution of intention pursuant to Section 53321 of the Act.

BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS:

SECTION 1. Findings. The above recitals are true and correct and are incorporated herein by this reference.

SECTION 2. Proposed Community Facilities District. A community facilities district is proposed to be established under the provisions of the Act. The name proposed for the community facilities district is “Commun ity Facilities District No. 2022 -2 (Palm) of the City of San Bernardino, County of San Bernardino, State of California” he rein referred to as CFD No. 2022-

2. SECTION 3. Description and Map of Boundaries. The boundaries of the proposed CFD No. 2022-2 are described and shown on the map entitled “Proposed Boundary Map Community

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Resolution No. 2022-143
Resolution No. 2022-143
July 20, 2022

Facilities District No. 2022-2 (Palm) City of San Bernardino, County of San Bernardino, State of California,” which is on file with the City Clerk. Said map is approved and, pursuant to Section 3110 of the California Streets and Highways Code, the City Clerk shall, after conforming with the other requirements of Section 3111 of said Code, record the original of said map in her office, and not later than fifteen (15) days prior to the date of the public hearing set forth in Section 10 hereof shall file a copy of said map with the County Recorder of the County of San Bernardino.

SECTION 4. Types of Facilities; Incidental Expenses.

The types of public facilities to be financed by the proposed CFD No. 2022-2, which may be provided by the construction or acquisition thereof or the financing of impact fees to be used for the construction or acquisition thereof (herein, the “Facilities”) include but are not limited to:
(a) Acquisition, design, construction of local and regional circulation systems, storm drain improvements, and parkland and open space; and (b) The incidental expenses proposed to be incurred are: (i) the cost of planning and designing the public facilities and the cost of environmental evaluatio ns thereof, (ii) all costs associated with the formation of the proposed CFD No. 2022-2, the issuance of the bonds thereof, the determination of the amount of and collection of special taxes, the payment of special taxes, and costs otherwise incurred in order to carry out the authorized purposes of the proposed CFD No. 2022-2, and (iii) any other expenses incidental to the construction, completion, and inspection of the public Facilities (the “Incidental Expenses”).

SECTION 5. Special Taxes. Except where funds are otherwise available, a special tax sufficient to finance the Facilities and related Incidental Expenses secured by the recordation of a continuing lien against all taxable or nonexempt property in CFD No. 2022- 2, shall be annually levied within CFD No. 2022-2.

Under no circumstances will Special Taxes levied in any fiscal year against any parcel used for private residential purposes be increased as a consequence of delinquency or default by the owner of any other parcel or parcels within CFD No. 2022-2 by more than 10 percent (10%) above the amount that would have been levied in that fiscal year had there never been any such delinquencies or defaults. A parcel shall be considered “used for private residential purposes” not later than the date on which an o ccupancy permit or the equivalent for private residential use is issued and for such parcel.

For further particulars as to the rate and method of apportionment of the Special Taxes to be levied on parcels of taxable property in CFD No. 2022-2 reference is made to the attached and incorporated Exhibit A (the “Rate and Method”) which sets forth in sufficient detail the rate and method of apportionment of the Special Taxes to allow each landowner o r resident within CFD No. 2022-2 to clearly estimate the maximum amount that such person will have to pay.

The conditions under which the obligation to pay Special Taxes may be prepaid and permanently satisfied are as set forth in the Rate and Method.

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Resolution No. 2022-143
Resolution No. 2022-143
July 20, 2022

Pursuant to Section 53340 of the Act, said Special Taxes shall be collected in the same manner and at the same time as ordinary ad valorem property taxes; pro vided however, that CFD No. 2022-2 may collect Special Taxes at a different time or in a different manner if necessary to meet its financial obligations, and may c ovenant to foreclose and may actually foreclose on delinquent assessor’s parcels as permitted by the Act.

Upon recordation of a notice of special tax lien pursuant to Section 3114.5 of the California Streets and Highways Code, a continuing lien to secure each levy of the Special Taxes shall attach to all non-exempt real property in CFD No. 2022-2, and that lien shall continue in force and effect until the special tax obligation is prepaid and permanently satisfied and the lien is canceled in accordance with law or until collection of the Special Taxes ceases.

SECTION 6. Exempt Properties. Pursuant to Section 53340 of the Act, and except as provided in Section 53317.3 of the Act, properties of entities of the state, federal, and local governments shall be exempt from the levy of Special Taxes.

SECTION 7. Necessity. The City Council finds that the Facilities described in Section 4 hereof are necessary to meet increased demands placed upon the City as a result of new development occurring within the boundaries of proposed CFD No. 2022-2.

SECTION 8. Repayment of Funds Advanced or Work- in-Kind. Pursuant to Section 53314.9 of the Act, the City Council proposes to accept advances of funds or work- in-kind from private persons or private entities and to provide, by resolution, f or the use of those funds or that work-in-kind for any authorized purpose, including but not limited to, paying any costs incurred by the City in creating proposed CFD No. 2022- 2, and to enter into an agreement, by resolution, with the person or entity advancing the funds or work- in-kind to repay funds advanced, or to reimburse the person or entity for the value, or cost, whichever is less, of the work- in-kind, as determined by the City Council.

SECTION 9. Prohibition of Owner Contracts . Pursuant to Section 53329.5 of the Act, the City Council finds that the public interest will not be served by allowing the owners of property within proposed CFD No. 2022-2 to enter into a contract in accordance with subdivision (a) of that section, and that such owners shall not be permitted to elect to perform the work and enter into a written contract with the City for the construction for the Facilities pursuant to said Section 53329.5.

SECTION 10. Hearing. A public hearing on the formation of proposed CFD No. 2022-2 shall be held at 7:00 p.m. on September 7, 2022 in the Bing Wong Auditorium of the Norman F.

Feldheym Public Library located at 555 W. 6th Street, San Bernardino, California or via teleconference as directed by the City due to COVID-19 social distancing guidelines.

SECTION 11. Notice of Hearing. The City Clerk shall publish a notice of the time and place of said hearing as required by Section 53322 of the Act, and may also give notice of the time and place of said hearing by first-class mail to each registered voter and to each landowner within CFD No. 2022-2 as prescribed by Section 53322.4 of said Code. Said notice shall be published at least seven (7) days and mailed at least fifteen (15) days before the date of the hearing, and shall contain the information required by said Section 53322.

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Resolution No. 2022-143
Resolution No. 2022-143
July 20, 2022

SECTION 12. Report. The officers of the City who will be responsible for providing the proposed Facilities to be provided within and financed by proposed CFD No. 2022-2, if it is established, shall study proposed CFD No. 2022-2, and, at or before the time of said hearing, file a report or reports with the City Council containing a brief description of the Facilities by type which will in their opinion be required to adequately meet the needs of proposed CFD No. 2022- 2 and their estimate of the fair and reaso nable cost of providing the Facilities and the related Incidental Expenses to be incurred in connection therewith. All such reports shall be made a part of the record of the hearing to be held pursuant to Section 10 hereof.

SECTION 13. Description of Voting Procedures. The voting procedures to be followed shall be pursuant to Section 53326 of the Act and pursuant to the applicable provisions of the California Election Code.

SECTION 14. Approval of Policies. The Policies are hereby approved as presented to the City Council at this meeting.

SECTION 15. CEQA. The City Council finds this Resolution is not subject to the California Environmental Quality Act (“CEQA”) in that the activity is covered by the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty, as in this case, that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA.

SECTION 16. Severability. If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications, and to this end the provisions of this Resolution are declared to be severable.

SECTION 17. Effective Date. This Resolution shall become effective immediately.

APPROVED and ADOPTED by the City Council and signed by the Mayor and a ttested by the City Clerk this 20th day of July 2022.

John Valdivia, Mayor
City of San Bernardino
/s/John Valdivia

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Resolution No. 2022-143
Resolution No. 2022-143
July 20, 2022

Attest:

Genoveva Rocha, CMC, City Clerk
Approved as to form:

Sonia R. Carvalho, City Attorney
/s/Genoveva Rocha
/s/Sonia Carvalho

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Resolution No. 2022-143
Resolution No. 2022-143
July 20, 2022

CERTIFICATION
S

TATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO ) ss

CITY OF SAN BERNARDINO )
I
, Genoveva Rocha , CMC, City Clerk, hereby certify that the attached is a true copy of Resolution No. 2022-143, adopted at a regular meeting held on the 20th day of July 2022 by the following vote:

Council Members: AYES NAYS ABSTAIN ABSENT
SANCHEZ X _____ _______ _______
IBARRA X _____ _______ _______
FIGUEROA X _____ _______ _______
SHORETT X _____ _______ _______
REYNOSO X _____ _______ _______
CALVIN X _____ _______ _______
ALEXANDER X _____ _______ _______
W
ITNESS my hand and official seal of the City of San Bernardino this 21st day of July 2022. ______________________________
G
enoveva Rocha, CMC, City Clerk
/s/Genoveva Rocha

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Resolution No. 2022-143
A-1

EXHIBIT A

RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAXES FOR
COMMUNITY FACILITIES DISTRICT NO. 2022-2 (PALM)

OF THE CITY OF SAN BERNARDINO
A
Special Tax (all capitalized terms not otherwise defined herein are defined in Section A, “Definitions”, below) shall be applicable to each Assessor’s Parcel of Taxable Property located within the boundaries of Community Facilities District No. 2022 -2 (Palm) of the City of San Bernardino ("CFD No. 2022-2"). The amount of Special Tax to be levied in each Fiscal Year, on an Assessor’s Parcel, shall be determined by the City Council of the City of San Bernardino, acting in its capacity as the legislative body of CFD No. 2022-2 by applying the appropriate Special Tax for Developed Property, Approved Property, Undeveloped Property, and Provisional Undeveloped Property that is not Exempt Property as set forth below. All of the real property, unless exempted by law or by the provisions hereof in Section F, shall be taxed for the purposes, to the extent and in the manner herein provided.

A. DE

FINITIONS
T
he terms hereinafter set forth have the following meanings:
“
Accessory Dwelling Unit” means a residential unit of limited size including a smaller second unit that shares an Assessor’s Parcel as a Single Family Residential Property with a stand -alone Residential Unit.
"
Acre” or “Acreage" means the land area of an Assessor's Parcel as shown on an Assessor's Parcel Map, or if the land area is not shown on an Assessor’s Parcel Map, the land area shown on the applicable final map, parcel map, condominium plan, or other recorded parcel map or instrument. The square footage of an Assessor’s Parcel is equal to the Acreage multiplied by 43,560.
"A
ct" means the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5 (commencing with Section 53311) of Part 1 of Division 2 of Title 5 of the Government Code of the State of California.
"
Administrative Expenses" means the actual or reasonably estimated costs related to the administration of CFD No. 2022- 2, levy on the Special Tax therein and payment of debt service on the outstanding Bonds, including but not limited to, the costs of computing the Special Taxes and preparing the Special Tax collection schedules (whether by the City or designee thereof or both); the costs of collecting the Special Taxes (whether by the City or otherwise); the costs of remitting Special Taxes to the Trustee; the costs of the Trustee (including legal counsel) in the discharge of the duties required of it under the Indenture; the costs to the City, CFD No. 2022- 2 or any designee thereof of complying with arbitrage rebate requirements; the costs to the City, CFD No. 2022-2 or any designee thereof of complying with continuing disclosure requirements of the City, CFD No. 2022 -2 and any major property owner associated with applicable federal and state securities laws and the Act; litigation related to or arising out of CFD No. 2022-2; legal costs; compliance with continuing disclosure undertakings, the costs associated with preparing Special Tax disclosure statements and responding to public inquiries regarding the Special Taxes; the costs

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A-2
of
the City, CFD No. 2022- 2 or any designee thereof related to an appeal of the Special Tax; the costs associated with the release of funds from an escrow account; and the City’s annual administration fees and third party expenses. Administration Expenses shall also include amounts estimated by the CFD Administrator or advanced by the City or CFD No. 2022- 2 for any other administrative purposes of CFD No. 2022- 2, including attorney’s fees and other costs related to commencing and pursuing to completion any foreclosure of delinquent Special Taxes. "
Approved Property" means all Assessor’s Parcels of Taxable Property: (i) that are included in a Final Map that was recorded prior to the January 1 st preceding the Fiscal Year in which the Special Tax is being levied, and (ii) that have not been issued a building permit on or before May 1st preceding the Fiscal Year in which the Special Tax is being levied. "
Assessor’s Parcel" means a lot or parcel of land designated on an Assessor’s Parcel Map with an assigned Assessor’s Parcel Number.
"
Assessor’s Parcel Map" means an official map of the Assessor of the County designating parcels by Assessor’s Parcel Number.
"
Assessor’s Parcel Number" means that number assigned to an Assessor’s Parcel by the County for purposes of identification.
"
Assigned Special Tax" means the Special Tax of that name described in Section D below. "
Backup Special Tax" means the Special Tax of that name described in Section D below. "B
onds" means any obligation to repay a sum of money, including obligations in the form of bonds, certificates of participation, long- term leases, loans from government agencies, or loans from banks, other financial institutions, private businesses, or individuals, or long-term contracts, or any refunding thereof, to which Special Tax within CFD No. 2022-2 have been pledged. "
Boundary Map" means a recorded map of the CFD which indicates the boundaries of the CFD. "
Building Permit" means the first legal document issued by a local agency giving official permission for new construction. For purposes of this definition, “Building Permit” may or may not include expired or cancelled building permits, or any subsequent building permit document(s) authorizing new construction on an Assessor’s Parcel that are issued or changed by the City after the first original issuance, as determined by the CFD Administrator, provided that following such determination the Maximum Special Tax that may be levied on all Assessor’s Parcels of Taxable Property will be at least 1.1 times annual debt service on all outstanding Bonds plus the estimated annual Administrative Expenses.
"
Building Square Footage" or "BSF" means the square footage of assessable intern al living space, exclusive of garages or other structures not used as living space, as determined by reference to the Building Permit for such Assessor’s Parcel.
"
Calendar Year" means the period commencing January 1 of any year and ending the following December 31.

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A-3
"
CFD” or “CFD No. 2022-2" means Community Facilities District No. 2022-2 (Palm) of the City of San Bernardino established by the City under the Act. “
CFD Administrator" means an official of the City, or designee thereof, responsible for determining the Special Tax Requirement, and providing for the levy and collection of the Special Taxes.
“C
ity” means the City of San Bernardino, State of California. "
City Council" means the City Council of the City of San Bernardino, acting as the Legislative Body of CFD No. 2022-2, or its designee.
“C
ondominium Plan" means a condominium plan pursuant to California Civil Code, Section 6624 et seq.
"
County" means the County of San Bernardino, State of California. "
Developed Property" means all Assessor’s Parcels of Taxable Property that: (i) are included in a Final Map that was recorded prior to the January 1 st preceding the Fiscal Year in which the Special Tax is being levied, and (ii) a Building Permit for new construction was issued on or before May 1st preceding the Fiscal Year in which the Special Tax is being levied. "
Exempt Property" means all Assessor’s Parcels designated as being exempt from Special Taxes as provided for in Section F.
"
Final Map" means a subdivision of property by recordation of a final map, parcel map, or lot line adjustment, pursuant to the Subdivision Map Act (California Government Code Section 66410 et seq.) o or recordation of a Condominium Plan pursuant to California Civil Code Section 6624 et seq. that creates i ndividual lots for which Building Permits may be issued without further subdivision.
"
Fiscal Year" means the period commencing on July 1 st of any year and ending the following June 30th.
“
Indenture” means the indenture, fiscal agent agreement, resolution or other instrument pursuant to which Bonds are issued, as modified, amended and/or supplemented from time to time, and any instrument replacing or supplementing the same.
“L
and Use Category” means any of the categories listed in Table 1 of Section D. "
Maximum Special Tax" means the maximum Special Tax, determined in accordance with Section D below, that can be levied by CFD No. 2022- 2 in any Fiscal Year on any Assessor’s Parcel.
“M
ultifamily Prope rty” means all Assessor’s Parcels of Developed Property for which a Building Permit has been issued for the purpose of constructing a building or buildings comprised of attached Residential Units available for rental by the general public, not for sale to an end user, and under common management, as determined by the CFD Administrator.

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A-4

"Non-Residential Property" means all Assessor's Parcels of Developed Property for which a Building Permit(s) was issued for a non- residential use. The CFD Administrator sh all make the determination if an Assessor’s Parcel is Non-Residential Property.

"Partial Prepayment Amount" means the amount required to prepay a portion of the Special Tax obligation for an Assessor’s Parcel, as described in Section G.2.

"Prepayment Amount" means the amount required to prepay the Special Tax obligation in full for an Assessor’s Parcel, as described in Section G.1.

“Proportionately” means for Taxable Property for Special Tax that is (i) Developed Property, that the ratio of the actual Special Tax levy to the Special Tax is the same for all Assessor’s Parcels of Developed Property, (ii) Approved Property, that the ratio of the actual Special Tax levy to the Maximum Special Tax is the same for all Assessor’s Parcels of Approved Property, an d (iii) Undeveloped Property or Provisional Undeveloped Property, that the ratio of the actual Special Tax levy per Acre to the Maximum Special Tax per Acre is the same for all Assessor’s Parcels of Undeveloped Property or Provisional Undeveloped Property.

"Provisional Undeveloped Property" means all Assessor’s Parcels of Taxable Property that would otherwise be classified as Exempt Property pursuant to the provisions of Section F, but cannot be classified as Exempt Property because to do so would be reduc e the Acreage of all Taxable Property below the required minimum Acreage set forth in Section F.

"Residential Property" means all Assessor’s Parcels of Developed Property for which a Building Permit has been issued for purposes of constructing one or more Residential Units.

“Residential Unit” or "RU" means a residential unit that is used or intended to be used as a domicile by one or more persons, as determined by the CFD Administrator. An Accessory Dwelling Unit that shares an Assessor’s Parcel with a Single Family Residential Property shall not be considered a Residential Unit for purposes of this RMA.

“RMA" means this Rate and Method of Apportionment of Special Taxes.

“Single Family Residential Property” means all Assessor’s Parcels of Residential Property other than Multifamily Property on an Assessor’s Parcel.

"Special Tax" or “Special Taxes” means any of the special taxes authorized to be levied within CFD No. 2022-2 pursuant to the Act to fund the Special Tax Requirement.

"Special Tax Requirement " means the amount required in any Fiscal Year to pay: (i) the debt service or the periodic cos ts on all outstanding Bonds due in the Calendar Year that commences in such Fiscal Year, (ii) Administrative Expenses, (iii) the costs associated with the release of funds from an escrow account, (iv) any amount required to establish or replenish any reser ve funds established under the Indenture in association with the Bonds to the extent that replenishment has not been included in the computation of the Special Tax Requirement in a previous Fiscal Year, (v) to cure any delinquencies in the amount of princi pal or interest on the Bonds that occurred in a previous Fiscal Year, and (vi) the collection or accumulation of funds for the acquisition or

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A-5
c
onstruction of facilities authorized by CFD No. 2022-2 provided that the inclusion of such amount does not cause an increase in the levy of Special Tax on Undeveloped Property as set forth in Step Three of Section E., less (vii) any amounts available to pay debt service or other periodic costs on the Bonds pursuant to the Indenture.
"
Taxable Property" means all Assessor’s Parcels within CFD No. 2022-2, which are not Exempt Property.
“T
axable Unit” means either a Residential Unit or an Acre. "
Tract(s)" means an area of land within a subdivision identified by a particular tract number on a Final Map approved for the subdivision.
“
Trustee” means the trustee, fiscal agent, or paying agent under the Indenture. "
Undeveloped Property" means all Assessor’s Parcels of Taxable Property which are not Developed Property, Approved Property, Provisional Undeveloped Property. "W
elfare Exempt Property" means, in any Fiscal Year, all Assessor’s Parcels within the boundaries of CFD No. 2022-1 that have been granted a welfare exemption by the County under subdivision (g) of Section 214 of the Revenue and Taxation Code.

B. S

PECIAL TAX
C
ommencing Fiscal Year 2022-2023 and for each subsequent Fiscal Year, the City Council shall levy Special Taxes on all Taxable Property, up to the applicable Maximum Special Tax to fund the Special Tax Requirement.

C. AS

SIGNMENT TO LAND USE CATEGORY FOR SPECIAL TAX
E
ach Fiscal Year, beginning with Fiscal Year 2022-2023, each Assessor’s Parcel within CFD No. 2022-2 shall be classified as Taxable Property or Exempt Property. In addition, each Assessor’s Parcel of Taxable Property shall be further classified as Developed Property, Approved Property, Undeveloped Property or Provisional Undeveloped Property.

A
ssessor’s Parcels of Developed Property shall further be classified as Residential Property or Non-Residential Property. Each Assessor’ s Parcel of Residential Property shall further be classified as a Single Family Residential Property or Multifamily Property. Each Assessor’s Parcel of Single Family Residential Property shall be further assigned to a Land Use Category based on its Building Square Footage.

I
n the event that there are parent Assessor’s Parcel(s) for which one or more Building Permits have been issued and the County has not yet assigned final Assessor’s Parcel Number(s) to the lots on which the Residential Unit(s) have been or will be built (in accordance with the Final Map or Condominium Plan) on such parent Assessor’s Parcel, the amount of the Special Tax on such parent Assessor’s Parcel shall be determined as follows: (1) the CFD Administrator shall first determine an amount of the Maximum Special Tax levy for such Assessor’s Parcel, based on the classification of such Assessor’s Parcel as Undeveloped Property; (2) the amount of the Special

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A-6
T
ax for the Residential Units on such Assessor’s Parcel for which Building Permits have been issued shall be determined based on the Developed Property Special Tax rates and such amounts shall be levied as Developed Property in accordance with Step 1 and, if applicable, Step 4 of Section E below; and (3) the amount of the Special Tax levy on the Taxable Property in such Assessor’s Parcel not subject to the Special Tax levy in clause (2) shall be equal to: (A) the percentage of the Maximum Special Tax rate levied on Undeveloped Property pursuant to Step 3 of Section E below, multiplied by the total of the amount determined in clause (1), less (B) the amount determined in clause (2).

D. M

AXIMUM SPECIAL TAX

1. Developed Property
T
he Maximum Special Tax for each Assessor’s Parcel of Single Family Residential Property in any Fiscal Year shall be the greater of (i) the Assigned Special Tax or (ii) the Backup Special Tax.

T
he Maximum Special Tax for each Assessor’s Parcel of Non -Residential Property and Multifamily Property shall be the applicable Assigned Special Tax described in Table 1 of Section D.
a. Assigned Special Tax
E
ach Fiscal Year, each Assessor’s Parcel of Single Family Residential Property, Multifamily Property or Non- Residential Property shall be subject to an Assigned Special Tax. The Assigned Special Tax applicable to an Assessor's Parcel of Developed Property for Fiscal Year 2022-2023 shall be determined pursuant to Table 1 below.

TABLE 1

ASSIGNED SPECIAL TAX FOR DEVELOPED PROPERTY
FISCAL YEAR 2022-2023
Land Use Category
Taxable
Unit Building Square Footage
Assigned
Special Tax Per
Taxable Unit

1. Single Family Residential Property RU Less than 1,800 sq. ft $1,552

2. Single Family Residential Property RU 1,800 sq. ft to 1,950 sq. ft $1,595

3. Single Family Residential Property RU 1,951 sq. ft to 2,100 sq. ft $1,637

4. Single Family Residential Property RU 2,101 sq. ft to 2,250 sq. ft $1,764

5. Single Family Residential Property RU 2,251 sq. ft to 2,400 sq. ft $1,806

6. Single Family Residential Property RU Greater than 2,400 sq. ft $1,849

7. Multifamily Property Acre N/A $27,459

8. Non-Residential Property Acre N/A $27,459

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A-7
b. M ultiple Land Use Categories
I
n some instances an Assessor’s Parcel of Developed Property may contain more than one Land Use Type. The Maximum Special Tax levied on an Assessor’s Parcel shall be the sum of the Maximum Special Tax for each Taxable Unit for all Land Use Categories located on the Assessor’s Parcel. The CFD Administrator’s allocation to each type of property shall be final. c. Backup Special Tax
T
he Backup Special Tax for an Assessor’s Parcel within a Final Map classified as Single Family Residential Property shall be calculated according to the following formula.

B
= (U x A) / L
T
he terms above have the following meanings:

B
= Backup Special Tax per Assessor’s Parcel classified as Single Family Residential Property within the Final Map.

U
= Maximum Special Tax per Acre of Undeveloped Property per Section D.3 below.

A
= Acreage of net taxable Single Family Residential Property that exists or is expected to exist in such Final Map at the time of calculation, as determined by the Administrator.

L
= Number of Assessor’s Parcels of Single Family Residential Property expected to exist after build out in such Final Map at the time of calculation, as determined by the Administrator.

I
n the event any portion of the Final Map is changed or modified, the Backup Special Tax for all Assessor’s Parcels within such changed or modified area shall be $27,459 per Acre.

N
otwithstanding the foregoing, the Backup Special Tax for an Assessor’s Parcel of Developer Property for which a certificate of occupancy has been granted may not be revised.

I
n the event any superseding Final Map is recorded as a Final Map within the boundaries of the CFD, the Backup Special Tax for all Assessor’s Parcels within such Final Map shall be $27,459 per Acre. The Backup Special Tax shall not apply to Multifamily Residential Property or Non- Residential Property.

2. Approved Property
T
he Maximum Special Tax for each Assessor’s Parcel of Approved Property expected to be classified as Single Family Property shall be the Backup Special Tax computed pursuant to Section D.1.c above.

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A-8
T
he Maximum Special Tax for each Assessor’s Parcel of Approved Property expected to b e classified as Multifamily Residential Property or Non-Residential Property shall be $27,459 per Acre.

3. Undeveloped Property and Provisional Undeveloped Property T
he Maximum Special Tax for each Assessor’s Parcel of Undeveloped Property and Provisional Undeveloped Property shall be $27,459 per Acre.

E. M

ETHOD OF APPORTIONMENT OF THE SPECIAL TAX
C
ommencing Fiscal Year 2022-2023 and for each subsequent Fiscal Year, the City Council shall levy Special Taxes on all Taxable Property in accordance with the following steps:

Step One: The Special Tax shall be levied Proportionately on each Assessor’s Parcel of Developed Property at up to 100% of the applicable Assigned Special Tax rates in Table 1 to satisfy the Special Tax Requirement.

S
tep Two: If additional moneys are needed to satisfy the Special Tax Requirement after the first step has been completed, the Special Tax shall be levied Proportionately on each Assessor’s Parcel of Approved Property at up to 100% of the Maximum Special Tax applicable to each such Assessor’s Parcel as needed to satisfy the Special Tax Requirement.

S
tep Three: If additional moneys are needed to satisfy the Special Tax Re quirement after the first two steps have been completed, the Annual Special Tax shall be levied Proportionately on each Assessor’s Parcel of Undeveloped Property up to 100% of the Maximum Special Tax applicable to each such Assessor’s Parcel as needed to satisfy the Special Tax Requirement.

S
tep Four: If additional moneys are needed to satisfy the Special Tax Requirement after the first three steps have been completed, then the Special Tax on each Assessor's Parcel of Developed Property whose Maximum Special Tax is the Backup Special Tax shall be increased in equal percentages from the Assigned Special Tax up to 100% of the Backup Special Tax as needed to satisfy the Special Tax Requirement.

S
tep Five: If additional moneys are needed to satisfy the Special Tax Requirement after the first four steps have been completed, the Special Tax shall be levied Proportionately on each Assessor’s Parcel of Provisional Undeveloped Property up to 100% of the Maximum Special Tax applicable to each such Assessor’s Parcel as needed to satisfy the Special Tax Requirement.

N
otwithstanding the above, under no circumstances will the Special Taxes levied in any Fiscal Year against any Assessor’s Parcel of Residential Property for which an occupancy permit for a private residential use has been issued as a result of a delinquency in the payment of the Special Tax applicable to any other Assessor’s Parcel be increased by more than ten percent (10%) above the amount that would have been levied in that Fiscal Year had there never been any such delinquency or default.

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F. EX

EMPTIONS
T
he City shall classify as Exempt Property, in the chronological order in which the property becomes exempt, (i) Assessor’s Parcels which are owned by, irrevocably offered for dedication, encumbered by or restricted in use by the State of California, Federal or other local governments, including school districts, (ii) Assessor’s Parcels which are used as places of worship and are exempt from ad valorem property taxes because they are owned by a religious organization, (iii) Assessor’s Parcels which are owned by, irrevocably offered for dedication, encumbered by or restricted in use by a homeowners' association, (iv) Assessor’s Parcels with public or utility easements making impractical their utilization for other than the purposes set forth in the easement, (v) Assessor’s Parcels which are privately owned and are encumbered by or restricted solely for public uses, or (vi) Assessor’s Parcels restricted to other types of public uses determined by the City Council, provided that no such classification would reduce the sum of all Taxable Property to less than 9.11 Acres.

N
otwithstanding the above, the City Council shall not classify an Assessor’s Parcel as Exempt Property if such classification would reduce the sum of all Taxable Property to less than 9.11 Acres. Assessor's Parcels which cannot be classified as Exempt Property because such classification would reduce the Acreage of all Taxable Property to less than 9.11 Acres will be classified as Provisional Undeveloped Property, and will be subject to Special Tax pursuant to Step Five in Section E.

W
elfare Exempt Property shall be exempt from the payment of the Special Tax so long as the property qualifies as a Welfare Exempt Property.

G. P

REPAYMENT OF SPECIAL TAX
T
he following additional definitions apply to this Section G:
“CFD Public Facilities” means $3,000,000 expressed in 2022 dollars, which shall increase by the Construction Inflation Index on July 1, 2023, and on each July 1 thereafter, or such lower amount (i) determined by the City Council as sufficient to provide the public facilities under the authorized bonding program for CFD No. 2022-2, or (ii) determined by the City Council concurrently with a covenant that it will not issue any more Bonds to be supported by Special Tax levied under this Rate and Method of Apportionment.
“
Construction Fund” means an account specifically identified in the Indenture or functionally equivalent to hold funds, which are currently available for expenditure to acquire or construct public facilities eligible under CFD No. 2022-2.
“C
onstruction Inflation Index” means the annual percentage change in the Engineering News - Record Building Cost Index for the city of Los Angeles, measured as of the Calendar Year which ends in the previous Fiscal Year. In the event this index ceases to be published, the Construction Inflation Index shall be another index as determined by the City that is reasonably comparable to the Engineering News-Record Building Cost Index for the City of Los Angeles.

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A-10
“
Future Facilities Costs” means the CFD Public Facilities minus public facility costs available to be funded, or that were funded, through existing construction or escrow accounts or funded by the Outstanding Bonds or Special Taxes, and minus public facility costs funded by interest earnings on the Construction Fund actually earned prior to the date of prepayment. “
Outstanding Bonds” means all previously issued Bonds issued and secured by the levy of Special Tax which will remain outstanding after the first interest and/or principal payment date following the current Fiscal Year, excluding Bonds to be redeemed at a later date with the proceeds of prior prepayments of Special Tax.

1. P
repayment in Full
The Maximum Special Tax obligation may be prepaid and permanently satisfied for (i) Assessor’s Parcels of Developed Property, (ii) Assessor’s Parcels of Approved Property or Undeveloped Property for which a Building Permit has been issued, (iii) Approved or Undeveloped Property for which a Building Permit has not been issued, and (iv) Assessor’s Parcels of Provisional Undeveloped Property. The Maximum Special Tax obligation applicable to an Assessor’s Parcel may be fully prepaid and the obligation to pay the Special Tax for suc h Assessor’s Parcel permanently satisfied as described herein; provided that a prepayment may be made only if there are no delinquent Special Taxes with respect to such Assessor’s Parcel at the time of prepayment.

An owner of an Assessor’s Parcel intending to prepay the Maximum Special Tax obligation for such Assessor’s Parcel shall provide the CFD Administrator with written notice of intent to prepay, and within 5 business days of receipt of such notice, the CFD Administrator shall notify such owner of the amount of the non-refundable deposit determined to cover the cost to be incurred by the CFD in calculating the Prepayment Amount (as defined below) for the Assessor’s Parcel.

Within 15 days of receipt of such non-refundable deposit, the CFD Administrator shall notify such owner of the Prepayment Amount for the Assessor’s Parcel. Prepayment must be made not less than 60 days prior to the redemption date for any Bonds to be redeemed with the proceeds of such prepaid Special Taxes.

The Prepayment Amount shall be calculated as follows (some capitalized terms are defined below):

Bond Redemption Amount
plus Redemption Premium
plus Future Facilities Amount
plus Defeasance Amount
plus Administrative Fees and Expenses
less Reserve Fund Credit
Equals: Prepayment Amount
T
he Prepayment Amount shall be determined as of the proposed prepayment date as follows:

1. Confirm that no Special Tax delinquencies apply to such Assessor’s Parcel.

2. For an Assessor’s Parcel of Developed Property, compute the Maximum Special Tax for the Assessor’s Parcel. For an Assessor’s Parcel of Approved Property or Undeveloped Property

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A-11
f
or which a Building Permit has been issued, compute the Maximum Special Tax for the Assessor’s Parcel as though it was already designated as Developed Property, based upon the Building Permit which has been issued for the Assessor’s Parcel. For an Assessor’s Parcel of Approved Property or Undeveloped Property for which a Building Permit has not been issued, or Provisional Undeveloped Property to be prepaid, compute the Maximum Special Tax for the Assessor’s Parcel.

3. Divide the Maximum Special Tax derived pursuant to paragraph 2 by the total amount of Special Taxes that could be levied the Maximum Special Tax assuming build out of all Assessor’s Parcels of Taxable Property based on the applicable Maximum Special Tax for Assessor’s Parcels of Developed Property not including any Assessor’s Parcels for which the Special Tax obligation has been previously prepaid.

4. Multiply the quotient derived pursuant to paragraph 3 by the principal amount of the Outstanding Bonds to determine the amount of Outstanding Bonds to be redeemed with the Prepayment Amount (the “Bond Redemption Amount”).

5. Multiply the Bond Redemption Amount by the applicable redemption premium, if any, on the Outstanding Bonds to be redeemed (the “Redemption Premium”).

6. Determine the Future Facilities Costs.

7. Multiply the quotient derived pursuant to paragraph 3 by the amount determined pursuant to paragraph 6 to determine the amount of Future Facilities Costs for the Assessor’s Parcel (the “Future Facilities Amount”).

8. Determine the amount needed to pay interest on the Bond Redemption Amount from the first bond interest and/or principal payment date following the current Fiscal Ye ar until the earliest redemption date for the Outstanding Bonds on which Bonds can be redeemed from Special Tax prepayments.

9. Determine the Special Taxes levied on the Assessor’s Parcel in the current Fiscal Year which have not yet been paid.

10. Determine the amount the CFD Administrator reasonably expects to derive from the investment of the Bond Redemption Amount and the Redemption Premium from the date of prepayment until the redemption date for the Outstanding Bonds to be redeemed with the Prepayment Amount.

11. Add the amounts derived pursuant to paragraphs 8 and 9 and subtract the amount derived pursuant to paragraph 10 (the “Defeasance Amount”).

12. Verify the administrative fees and expenses of the CFD, the cost to invest the Prepayment Amount, the cost of redeeming the Outstanding Bonds, and the cost of recording notices to evidence the prepayment of the Maximum Special Tax obligation for the Assessor’s Parcel and the redemption of Outstanding Bonds (the “Administrative Fees and Expenses”).

13. The reserve fund credit (the “Reserve Fund Credit”) shall equal the lesser of: (a) the

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A-12
e
xpected reduction in the reserve requirement (as defined in the Indenture), if any, associated with the redemption of Outstanding Bonds as a result of the prepayment, or (b) the amount derived by subtracting the new reserve requirement (as defined in the Indenture) in effect after the redemption of Outstanding Bonds as a result of the prepayment from the balance in the reserve fund on the prepayment date, but in no event shall such amount be less than zero.

14. The Prepayment Amount is equal to the sum of the Bond Redemption Amount, the Redemption Premium, the Future Facilities Amount, the Defeasance Amount and the Administrative Fees and Expenses, less the Reserve Fund Credit.

15. From the Prepayment Amount, the Bond Redemption Amount, the Redemption Premium, and Defeasance Amount shall be deposited into the appropriate fund as established under the Indenture and be used to redeem Outstanding Bonds or make debt service payments.

The Future Facilities Amount shall be deposited into the Construction Fund. The Administrative Fees and Expenses shall be retained by the CFD.

The Prepayment Amount may be sufficient to redeem other than a $5,000 increment of Bonds. In such event, the increment above $5,000 or an integral multiple thereof will be retained in the appropriate fund established under the Indenture to be used with the next redemption from other Special Tax prepayments of Outstanding Bonds or to make debt service payments.

As a result of the payment of the current Fiscal Year’s Special Tax levy as determined pursuant to paragraph 9 above, the CFD Administrator shall remove the current Fiscal Year’s Special Tax levy for the Assessor’s Parcel from the County tax roll. With respect to any Assessor’s Parcel for which the Maximum Special Tax obligation is prepaid, the City Council shall cause a suitable notice to be recorded in compliance with the Act, to indicate the prepayment of Maximum Special Tax obligation and the release of the Special Tax lien for the Assessor’s Parcel, and the obligation to pay the Special Tax for such Assessor’s Parcel shall cease.

Notwithstanding the foregoing, no Special Tax prepayment shall be allowed unless the amount of Maximum Special Tax that may be levied on all non- delinquent Assessor’s Parcels of Taxable Property after the proposed prepayment will be at least 1.1 times maximum annual debt service on the Bonds that will remain outstanding after the prepayment plus the estim ated annual Administrative Expenses.

Tenders of Bonds in prepayment of the Maximum Special Tax obligation may be accepted upon the terms and conditions established by the City Council pursuant to the Act. However, the use of Bond tenders shall only be all owed on a case-by- case basis as specifically approved by the City Council.

2. Prepayment in Part
The Maximum Special Tax obligation for an Assessor’s Parcel of Developed Property, Approved Property, Undeveloped Property or Provisional Undeveloped Property may be partially prepaid.

For purposes of determining the partial prepayment amount, the provisions of Section G.1 shall be modified as provided by the following formula:

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A-13
P
P = ((PE –A) x F) +A
These terms have the following meaning:

PP = Partial Prepayment Amount
PE = the Prepayment Amount calculated according to Section G.1 F = the percent by which the owner of the Assessor’s Parcel(s) is partially prepaying the Maximum Special Tax obligation
A = the Administrative Fees and Expenses determined pursuant to Section G.1 The owner of an Assessor’s Parcel who desires to partially prepay the Maximum Special Tax obligation for the Assessor’s Parcel shall notify the CFD Administrator of (i) such owner’s intent to partially prepay the Maximum Special Tax obligation, (ii) the percentage of the Maximum Special Tax obligation such owner wishes to prepay, and (iii) the company or agency that will be acting as the escrow agent, if any. Within 5 days of receipt of such notice, the CFD Administrator shall notify such property owner of the amount of the non-refundable deposit determined to cover the cost to be incurred by the CFD in calculating the amount of a partial prepayment. Within 15 business days of receipt of such non-refundable deposit, the CFD Administrator shall notify such owner of the amount of the Partial Prepayment Amount for the Assessor’s Parcel. A Partial Prepayment Amount must be made not less than 60 days prior to the redemption date for the Outstanding Bonds to be redeemed with the proceeds of the Partial Prepayment Amount.

With respect to any Assessor’s Parcel for which the Maximum Special Tax obligation is partially prepaid, the CFD Administrator shall (i) distribute the Partial Prepayment Amount as provided in Paragraph 15 of Section G.1, and (ii) indicate in the records of the CFD that there has been a Partial Prepayment Amount for the Assessor’s Parcel and that a portion of the Special Tax obligation equal to the remaining percentage (1.00 - F) of Special Tax obligation will continue on t he Assessor’s Parcel pursuant to Section E.

H. TERMINATION OF SPECIAL TAX
F
or each Fiscal Year that any Bonds are outstanding the Special Tax shall be levied on all Assessor’s Parcels subject to the Special Tax. The Special Tax shall cease not later than the 2064- 2065 Fiscal Year, however, Special Tax will cease to be levied in an earlier Fiscal Year if the CFD Administrator has determined (i) that all the required interest and principal payments on the CFD No. 2022-2 Bonds have been paid; (ii) all authorized facilities of CFD No. 2022-2 have been acquired and all reimbursements to the developer have been paid, (iii) no delinquent Special Tax remain uncollected and (iv) all other obligations of CFD No. 2022-2 have been satisfied.

I. M

ANNER OF COLLECTION
T
he Special Tax shall be collected in the same manner and at the same time as ordinary ad valorem property taxes, provided, however, that CFD No. 2022- 2 may collect Special Tax at a different time or in a different manner if necessary to meet its financial obligations, and may covenant to foreclose and may actually foreclose on delinquent Assessor’s Parcels as permitted by the Act.

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J. A

PPEALS OF SPECIAL TAXES
A
ny taxpayer may file a written appeal of the Special Taxes on his/her Assessor’s Parcel(s) with the CFD Administrator, provided that the appellant is current in his/her payments of Special Taxes.

During pendency of an appeal, all Special Taxes previously levied must be paid on or before the payment date established when the levy was made. The appeal must specify the reasons why the appellant claims the Special Tax is in error. The CFD Administrator shall review the appeal, meet with the appellant if the CFD Administrator deems necessary, and advise the appellant of its determination. If the CFD Administrator agrees with the appellant, the CFD Administrator shall grant a credit to eliminate or reduce future Special Taxes on the appellant’s Assessor’s Parcel(s).

No refunds of previously paid Special Taxes shall be made.

T
he CFD Admin istrator shall interpret this Rate and Method of Apportionment and make determinations relative to the annual levy and administration of the Special Taxes and any taxpayer who appeals, as herein specified.

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AP PEND I X D
Amended Resolution of Intention

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Resolution No. 2022-177
Resolution 2022-177
August 17, 2022

RESOLUTION NO. 2022-177

RESOLUTION OF THE MAYOR AND CITY COUNCIL OF

THE CITY OF SAN BERNARDINO, CALIFORNIA,

AMENDING AND SUPPLEMENTING THE RESOLUTION

DECLARING INTENTION TO ESTABLISH PROPOSED
COMMUNITY FACILITIES DISTRICT NO. 2022 -2 (PALM)

OF THE CITY OF SAN BERNARDINO
WHEREAS, on July 20, 2022, the City Council (the “City Council”) of the City of San Bernardino (the “City”), pursuant to Chapter 2.5 (c ommencing with Section 53311) of Part 1 of Division 2 of Title 5 of the California Government Code, commonly known as the “Mello- Roos Community Facilities Act of 1982,” adopted Resolution No. 2022-143 entitled “Resolution of the Mayor and City Council of the City of San Bernardino, California, Declaring Intention to Establish Proposed Community Facilities District No. 2022 -2 (Palm) of the City of San Bernardino ” (the “Resolution of Intention”), stating its intention to establish the proposed Community Facil ities District No. 2022- 2 (Palm) of the City of San Bernardino, County of San Bernardino, State of California (the “CFD No. 2022-2”) for the purpose of financing the public facilities which are necessary to meet increased demands placed upon the City as a result of the development of said real property; and
WHEREAS, the Resolution of Intention set the date of the public hearing on the formation of proposed CFD No. 2022-2 on September 7, 2022 at 7:00 p.m. in the Bing Wong Auditorium of the Norman F. Feldheym Public Library located at 555 W. 6th Street, San Bernardino, California or via teleconference as directed by the City due to COVID-19 social distancing guidelines; and WHEREAS, the City Council has cancelled the September 7, 2022 meeting and therefore desires to amend the date of the public hearing to October 5, 2022.

BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS:

SECTION 1. Findings. The above recitals are true and correct and are incorporated herein by this reference.

SECTION 2. Public Hearing. Section 10 of Resolution No. 2022-143 shall be deleted in its entirety and replaced by the following:

SECTION 10. Hearing. A public hearing on the formation of proposed CFD No. 2022-2 shall be held at 7:00 p.m. on October 5, 2022, in the Bing Wong Auditorium of the Norman F. Feldheym Public Library located at 555 W. 6th Street, San Bernardino, California or via teleconference as directed by the City due to COVID-19 social distancing guidelines.

SECTION 3. Amendment. This Resolution a mends and supplements the Resolution of Intention and said resolution, as amended hereby, remains fully effective as therein specified

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Resolution No. 2022-177
Resolution 2022-177
August 17, 2022

SECTION 4. Effective Date. This Resolution shall become effective immediately.

APPROVED and ADOPTED by the City Council and signed by the Mayor and a ttested by the City Clerk this 17th day of August, 2022.

John Valdivia, Mayor
City of San Bernardino
Attest:

Genoveva Rocha, CMC, City Clerk

Approved as to form:

Sonia R. Carvalho, City Attorney

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Resolution No. 2022-177
Resolution 2022-177
August 17, 2022

CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO ) ss

CITY OF SAN BERNARDINO )

I, Genoveva Rocha , CMC, City Clerk, hereby certify that the attached is a true copy of Resolution No. 2022-177, adopted at a regular meeting held on the 17th day of August, 2022 by the following vote:

Council Members: AYES NAYS ABSTAIN ABSENT
SANCHEZ X _____ _______ _______
IBARRA X _____ _______ _______
FIGUEROA X _____ _______ _______
SHORETT X _____ _______ _______
REYNOSO X _____ _______ _______
CALVIN X _____ _______ _______
ALEXANDER X _____ _______ _______

WITNESS my hand and official seal of the City of San Bernardino this 18 th day of August, 2022.

______________________________
Genoveva Rocha, CMC, City Clerk

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FUNDING AND ACQUISITION AGREEMENT
Relating to

CITY OF SAN BERNARDINO
COMMUNITY FACILITIES DISTRICT NO. 2022-2
(PALM)
Between

THE CITY OF SAN BERNARDINO
and
WARMINGTON RESIDENTIAL CALIFORNIA, INC.,
a California corporation
______________ 1, 2022

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1 FUNDING AND ACQUISITION AGREEMENT
COMMUNITY FACILITIES DISTRICT NO. 2022-2
(PALM)

OF THE CITY OF SAN BERNARDINO
This FUNDING AND ACQUISITION AGREEMENT (the “Agreement”) is entered into the ______ day of _____________, 2022 by and between the CITY OF SAN BERNARDINO, a charter city and municipal organization organized and operating under the laws of the State of California (the “City”), and WARMINGTON RESIDENTIAL CALIFORNIA, a California corporation (“Developer”).

R E C I T A L S
A. Pacific West Company, Hanhsing Li, Chenmei Cheng, and Ann C. Lau, have purchased that certain real property located on approximately 15.129 gross acres of land within Tract Map No. 20495 including 133 residential lots, (the “Property”) located in the City, commonly known as “Palm.”
B. The City, is in the process of establishing a community facilities district pursuant to the provisions of Chapter 2.5 (commencing with § 53311) of Part 1 of Division 2 of Title 5 of the Government Code, commonly known as the “Mello-Roos Community Facilities Act of 1982” (the “Act”), over and including the Property for the purpose of levying special taxes (the “Special Taxes”) and selling bonds, in one or more series (the “Bonds”), in an amount sufficient to finance the acquisition of certain local and regional circulation systems, storm drains, and parkland and open space facilities (the “Acquisition Facilities”), and the design, planning, engineering, installation, and construction of certain public facilities and improvements, to be owned, operated or maintained by the City (the “Public Facilities”) to satisfy the obligation of the Property and the Developer for the payment of certain fees to the City. The Acquisition Facilities and Public Facilities are generally described in Exhibit A attached hereto, which Acquisition Facilities and Public Facilities are necessary to the development of the Property. Said community facilities district shall be known as the “Community Facilities District No. 2022-2 (Palm) of the City of San Bernardino” (the “District”).

C. Section 53313.5 of the Act provides that a community facilities district may finance the purchase of facilities completed prior to the adoption of the resolution establishing the community facilities district, and may purchase facilities completed after the adoption of the resolution of formation establishing the community facilities district if the facilities have been constructed as if they had been constructed under the direction and supervision, or under the authority of, the local agency whose governing body is conducting proceedings for the establishment of the community facilities district.

D. The purpose of this Agreement is to provide for the levy of Special Taxes and the issuance and sale of the Bonds of the District secured by the Special Taxes to finance the acquisition of the Acquisition Facilities, and the design, planning, engineering, financing, installation, and construction of the Public Facilities and expenses incidental thereto.

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2 E. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in Exhibit B attached hereto and by this reference herein incorporated.

AGREEMENTS
NOW, THEREFORE, in consideration of the preceding recitals and the mutual covenants hereinafter contained, the parties agree as follows:

Section 1. Establishment of District. The City shall initiate proceedings pursuant to the Act for the establishment of the District. Such proceedings include elections pursuant to Sections 53326, 53350 and 53353.5 of the Act on (i) the question of the issuance of the Bonds of the District to finance the acquisition of the Acquisition Facilities, and the design, planning, engineering, construction management, financing, installation and construction or acquisition of the Public Facilities, including the direct payment to the City for such Public Facilities, (ii) the question of the annual levy of the Special Taxes on those portions of the Property subject to the Special Taxes to pay directly for the Acquisition Facilities and the Public Facilities and to pay the principal of and interest on the Bonds and the annual administrative expenses of the City in levying and collecting such Special Taxes, paying the principal and interest on such Bonds and providing for the registration, exchange and transfer of such Bonds, including the fees of fiscal agents and paying agents, and any necessary replenishment of the reserve fund for such Bonds, and (iii) the question of the establishment of an appropriations limit for the District.

From time to time prior to the issuance of the Bonds, at the written request of Developer, and subject to Developer advancing funds as determined by the City as necessary to pay all costs related thereto in accordance with Section 4 below, the City shall use its reasonable best efforts to undertake proceedings which may be deemed necessary to amend the Rate and Method or to amend the boundaries of the District.

Section 2. Payment of City Fees as Deposit. Developer shall timely pay or deposit with the City in full when due all City Fees. Any payment or deposit of City Fees before Special Taxes are received or proceeds of the Bonds become available, including all City Fees paid prior to the execution of this Agreement, shall be held on deposit by the City in a separate account used exclusively for City Fees (the “Deposit Account”), and shall not be expended by the City, provided, however, earnings on the investment of funds in the Deposit Account shall be returned to the City. Except as otherwise provided below, if Bonds have not been issued for a period of 36 months from the date of payment of City Fees for the first phase of production units, then the City may use any funds remaining in the Deposit Account for their lawful purposes and such funds shall be deemed by the City as the payment of the City Fees for the applicable parcels of the Property for which payment was made, provided that if Developer requests that Bonds be issued within such 36 month time frame, then the City may not use any funds remaining in the Deposit Account as provided herein until 48 months from the date of payment of City Fees for the first phase of production units. If the City uses any of the funds remaining in the Deposit Account under either of the two foregoing scenarios, the Developer, or Developer’s designee, shall be reimbursed from the proceeds of Bonds subsequently issued even if such Bonds must be issued on a taxable basis.

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3 Immediately upon the City receiving proceeds of the Bonds in accordance with this Agreement, the City shall return to Developer, or Developer’s designee, all funds held in the Deposit Account. In addition, prior to the issuance of Bonds, to the extent Special Taxes in the Special Fund are available to be disbursed for Public Facilities in accordance with Section 6(a)(3) below, an equal amount of funds held in the Deposit Account shall be returned to Developer.

Section 3. Sale of Bonds. Upon Developer’s written request, the City shall use its reasonable best efforts, as hereinafter provided, to issue and sell Bonds, in one or more series, in accordance with the provisions of this Agreement and the Financing District Policy. Each series of Bonds is expected to have a debt service amortization schedule matching the annual Special Taxes available for debt service pursuant to the Rate and Method and for a term of not more than forty (40) years, for the purpose of raising an amount sufficient to pay for the design, planning, engineering, construction management, financing, installation and construction or acquisition of the Public Facilities and the Acquisition Facilities. In connection with the issuance of the first series of Bonds, the City on behalf of itself and the District shall establish criteria for the issuance of Additional Bonds which meet the criteria of the Financing District Policy. The timing of the issuance and sale of each series of Bonds, the aggregate principal amount thereof, and the terms and conditions upon which they shall be sold shall be as set forth in this Agreement and otherwise as determined by the City in its sole reasonable discretion after consultation with Developer. Not by way of limitation of the foregoing, the timing of the issuance and sale of the first series of Bonds and any Additional Bonds shall be as soon as reasonably practicable, as determined by the City in its sole reasonable discretion following consultation with its financial advisor, underwriter and other consultants and counsel after written request from Developer. Developer shall use its reasonable best efforts to cooperate with City in connection with any Bond sale.

Section 4. Advance of Certain Expenses. Pursuant to a Developer Deposit Agreement, between the City and Developer (the “Deposit Agreement”), Developer shall pay and advance all of the costs reasonably associated with the establishment of the District.

Developer shall deposit funds with the City for the City’s reasonable out-of-pocket expenses associated with a sale of each series of Bonds, including, but not limited to, (i) the fees and expenses of any consultants and legal counsel to the City employed in connection with the issuance of the Bonds, including an engineer, special tax consultant, financial advisor, bond counsel and any other consultant deemed necessary or advisable by the City, (ii) the costs of appraisals, market absorption and feasibility studies and other reports deemed necessary or advisable by the City in connection with the issuance of the Bonds, (iii) the costs of publication of notices and other costs related to any proceeding undertaken in connection with the issuance of the Bonds, (iv) reasonable charges for City staff time incurred in connection with the issuance of the Bonds, including a reasonable allocation of City overhead expense, and (v) any and all other actual costs and expenses incurred by the City in connection with the issuance of the Bonds (“Reimbursable Expenses”). If the Bonds are issued by the District, the City shall reimburse Developer from proceeds of the Bonds, without interest, for the portion of the Reimbursable Expenses deposits that have been expended or encumbered, said reimbursement to be made from the proceeds of the Bonds on the date of issuance of the Bonds or as soon as reasonably possible thereafter and only to the extent otherwise permitted under the Act, and refund any unexpended or encumbered deposited amounts. If the Special Taxes are levied and collected, the City may

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4 reimburse Developer from the receipts of Special Taxes (net of amounts required to pay District administrative expenses), without interest, for the portion of the deposits paid by Developer pursuant to the Deposit Agreement that have been expended or encumbered, said reimbursement from receipts of Special Taxes to be made on or before the end of each fiscal year; provided, however, that the City may retain such collected Special Taxes in the amounts that it deems reasonably necessary to facilitate the issuance of the Bonds.

The City shall keep records of all Reimbursable Expenses advanced by the City pursuant to this Section 4, which records shall be available for inspection by Developer during regular business hours. The sole source of funds for reimbursement of any advance expenditure made by the City or Developer shall be the uncommitted and unexpended payments made by Developer to the City, proceeds of the Bonds, or Special Tax receipts as determined by the City.

Section 5. Tax Requirements. The timing of the sale of each series of Bonds, the nature of the investments in which the proceeds of the Bonds shall be invested, the duration of such investments, and the timing of the expenditure of such proceeds shall be as set forth in this Agreement and the applicable fiscal agent agreement (the “Fiscal Agent Agreement”); provided, that in all such matters City shall comply with the requirements of and limitations prescribed by the provisions of Sections 103 and 141 through 150 of the Internal Revenue Code of 1986 (the “Code”), as amended, and the implementing regulations of the United States Department of the Treasury. The City shall not be required to take any such action which in the opinion of the City’s bond counsel could result in the Bonds being classified by the United States Department of the Treasury as “arbitrage bonds” or which could otherwise result in the interest on the Bonds being included in gross income for purposes of Federal income taxation. Should any change in or regulatory interpretation of any such requirement or limitation which may occur after the date of this Agreement require or necessitate, in the reasonable opinion of such bond counsel, any action on the part of the City in order to avoid such a classification or loss of tax exemption, the City shall notwithstanding any provision of this Agreement, forthwith take such action. In the event the City fails to comply with requirements set forth above in this Section 5, the City’s liability is limited to the Special Tax revenues generated by the District.

Section 6. Priority and Allocation of Special Taxes and Bond Proceeds. (a) Special Taxes Prior to the Issuance of Bonds.

Prior to the issuance of Bonds, Special Taxes may be levied at the discretion of the City on Developed Property pursuant to the Rate and Method in and following the first fiscal year in which an Assessor’s Parcel is classified as Developed Property until the issuance of the final series of Bonds.

Prior to the issuance of the first series of Bonds, the proceeds of the Special Taxes shall be allocated in the following priority:
(1) first, to pay all reasonable costs of administration of the District; (2) second, to pay eligible costs reasonably determined by the City to be necessary to facilitate the issuance of Bonds within the next six (6) months; and

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5 (3) third, the amount remaining after payment of the amounts for (1) and (2) shall be deposited in the Special Fund and disbursed first to reimburse prior deposits paid by Developer to City pursuant to the Deposit Agreement, then to fund the Acquisition Facilities and/or Public Facilities.
(b) Special Taxes Following the Issuance of Bonds. Following the issuance of the first series of Bonds and continuing until the issuance of the final series of Bonds, the City shall levy Special Taxes on all Assessor’s Parcels classified as Developed Property at the Assigned Special Tax amount pursuant to the Rate and Method or such lesser amount which complies with the Fiscal Agent Agreement. In years in which there is no levy of Special Taxes on Undeveloped Property, the priority for allocation of the Special Taxes collected from Developed Property shall be as follows:
(1) first, to fund an amount up to the annual Administrative Expense Requirement;
(2) second, to pay principal and interest on outstanding Bonds and to replenish the reserve fund to the applicable reserve fund requirement; (3) third, to fund all actual administrative expenses in excess of the Administrative Expense Requirement; and
(4) fourth, all remaining amounts shall reduce special tax levies in subsequent fiscal years.
(c) Bond Proceeds. The proceeds of all Bonds shall be allocated and disbursed according to the following priorities:
(1) first, to fund all costs of issuance of the Bonds including (i) a reserve fund for the Bonds which does not exceed the amount permitted under the Code or the Act, (ii) capitalized interest for at least the period required to collect sufficient Special Taxes through the annual levy, or a longer period requested by Developer, not to exceed an amount equal to two years interest, or such lesser amount as the City shall determine pursuant to the Financing District Policy, (iii) the underwriter’s discount, (iv) the Reimbursable Expenses, and (v) bond counsel fees, disclosure counsel fees, financial advisor, appraisal and market absorption consultant fees, special tax consultant fees, fiscal agent or trustee fees and other typical and reasonable out-of-pocket expenses incurred by the City in connection with the issuance and sale of the Bonds;
(2) second, to reimburse, without interest, prior deposits paid by Developer to City pursuant to the Deposit Agreement and this Agreement related to formation of the District and issuance of the Bonds; and
(3) third, to fund the Acquisition Facilities (including any costs incurred by the City for processing Payment Requests) and/or Public Facilities in satisfaction of an amount equal to City Fees for which Special Taxes were insufficient to pay, as may be determined by the City in consultation with Developer.

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6 Section 7. Construction of Acquisition Facilities. The Acquisition Facilities for which Developer seeks reimbursement under this Agreement shall be constructed and completed by Developer, as determined by the City pursuant to Section 53313.5 of the Act. Payment of the Purchase Price of the Acquisition Facilities shall be in the manner described in Section 8 hereof.

Section 8. Acquisition and Payment of Acquisition Facilities. (a) Inspection. City agrees that the Acquisition Facilities are eligible for payment, provided that the timing and amount of such payment shall be determined by the City pursuant to this Section 8 of this Agreement. No payment hereunder shall be made by the City to Developer for an Acquisition Facility until such Acquisition Facility has been inspected by the City or other applicable public entity or utility and found to be substantially completed in accordance with the approved Plans. An Acquisition Facility shall be considered “substantially complete” when it has been reasonably determined by the City or other applicable public entity to be usable, subject to final completion of such items as the final lift or any other items not essential to the primary use or operation of the Acquisition Facility. For Acquisition Facilities to be acquired by the City, Developer shall request inspection using applicable City procedures.

For Acquisition Facilities to be acquired by other public entities or utilities, Developer shall be responsible for obtaining such inspections and providing written evidence thereof to the City Engineer. Developer agrees to pay all inspection, permit and other similar fees of the City applicable to construction of the Acquisition Facilities, which fees are subject to reimbursement under this Agreement.
(b) Agreement to Sell and Purchase Acquisition Facilities. Developer hereby agrees to sell the Acquisition Facilities to the City and the City hereby agrees to use amounts available pursuant to the terms of this Agreement to pay the Purchase Price, as defined below, thereof to Developer, subject to the terms and conditions hereof. The City shall not be obligated to pay the Purchase Price for the Acquisition Facilities except from the proceeds of the Bonds and proceeds of the Special Tax as provided herein.
(c) Purchase Price. The Purchase Price for an Acquisition Facility shall be equal to the Actual Cost of such Acquisition Facility, as approved in accordance with the procedure set forth in subsection (e) below but subject to the limitations of this Section 8. (d) Payment Requests. In order to receive the Purchase Price for an Acquisition Facility, Developer shall deliver to the City Manager or his designee a Payment Request in the form of Exhibit C hereto, together with all attachments and exhibits required by this Section 8(d) to be included therewith. If the property on which the Acquisition Facility is located is not owned by the City at the time of the request, Developer shall provide a copy of the recorded documents conveying to the City Acceptable Title to the real property on, in or over which such Acquisition Facility is located, as described in Section 9(a) hereof. (e) Processing Payment Requests. Upon receipt of a Payment Request (and all accompanying documents), the City Manager or his designee shall conduct a review in order to confirm that such request is complete and to verify and approve the Actual Cost of the Acquisition Facility. The City Manager or his designee shall also conduct such review as is required in his/her discretion to confirm the matters certified in the Payment Request. Developer

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7 agrees to cooperate with the City Manager or his designee in conducting each such review and to provide the City Manager or his designee with such additional information and documentation as is reasonably necessary for the City Manager or his designee to conclude each such review.

Within 20 business days of receipt of the Payment Request, the City Manager or his designee expects to review the request for completeness and notify Developer whether such Payment Request is complete, and, if not, what additional documentation must be provided. If such Payment Request is complete, the City Manager or his designee expects to provide a written approval or denial (specifying the reason for any denial) of the request within 30 days of its submittal.
(f) Payment. Upon approval of the Payment Request by the City Manager or his designee, the City Manager or his designee shall sign the Payment Request and forward the same to the Finance Director of the City. Upon receipt of the reviewed and fully signed Payment Request, the Finance Director of the City shall, within the then current City financial accounting payment cycle but in any event within fifteen (15) business days of receipt of the approved Payment Request, cause the same to be paid by the Fiscal Agent under the applicable provisions of the Fiscal Agent Agreement, to the extent of funds then on deposit in the appropriate account.

The Purchase Price paid hereunder for the Acquisition Facilities shall constitute payment in full for the Acquisition Facilities, including, without limitation, payment for all labor, materials, equipment, tools and services used or incorporated in the work, supervision, administration, overhead, expenses and any and all other things required, furnished or incurred for completion of the Acquisition Facilities.
(g) Timing of Requisitions. The City and Developer acknowledge that (i) Developer may submit a Payment Request for an Acquisition Facility to the City in advance of when sufficient, if any, funds are available for payment of the Purchase Price; (ii) the Payment Request submitted when there are insufficient proceeds available will be reviewed by the City as set forth in this Agreement and, if appropriate, approved for payment when such funds are available and (iii) the payment approved in the preceding manner will be deferred until the date, if any, on which there are proceeds of Special Taxes or Bonds available to make all or part of such payment, at which time the city will pay from the Special Fund or direct the Fiscal Agent to wire transfer (or pay in another mutually acceptable manner) from Bond proceeds the funds available to the payee identified in such Payment Request. (h) Restrictions on Payments. Notwithstanding any other provisions of this Agreement, the following restrictions shall apply to any payments made to Developer under Sections 8(b) and 8(f) hereof:
(1) Amounts of Payments. Subject to the following paragraphs of this Section 8(h), payments for the Acquisition Facilities will be made only in the amount of the Purchase Price for the Acquisition Facilities.

Nothing herein shall require the City in any event (i) to pay more than the Actual Cost of the Acquisition Facilities, or (ii) to make any payment beyond the available funds in the Special Fund or the applicable accounts identified in the Fiscal Agent Agreement. The parties hereto acknowledge and agree that all payments to Developer for the Purchase Price of

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8 the Acquisition Facilities are intended to be reimbursements to Developer for monies already expended or for immediate payment by Developer (or directly by the City) to third parties in respect of the Acquisition Facilities.
(2) Joint or Third Party Payments. The City may make any payment jointly to Developer and any mortgagee or trust deed beneficiary, contractor or supplier of materials, as their interests may appear, or solely to any such third party, if Developer so requests the same in writing or as the City otherwise determines such joint or third party payment is necessary to obtain lien releases.
(3) Withholding Payments. The City shall be entitled, but shall not be required, to withhold any payment hereunder for the Acquisition Facilities if the Owners or any Affiliate are delinquent in the payment of ad valorem real property taxes, special assessments or taxes, or Special Taxes levied in the District. In the event of any such delinquency, the City shall only make payments hereunder directly to contractors or other third parties employed in connection with the construction of the Acquisition Facilities or to any assignee of Developer’s interests in this Agreement (and not to Developer or any Affiliate), until such time as Developer provides the City Manager with evidence that all such delinquent taxes and assessments have been paid.

The City shall withhold final payment for an Acquisition Facility constructed on land until Acceptable Title to such land is conveyed to the City, as described in Section 9 hereof.

Nothing in this Agreement shall be deemed to prohibit Developer from contesting in good faith the validity or amount of any mechanics or materialman’s lien nor limit the remedies available to Developer with respect thereto so long as such delay in performance shall not subject the Acquisition Facility to foreclosure, forfeiture or sale. In the event that any such lien is contested, Developer shall only be required to post or cause the delivery of a bond in an amount equal to the amount in dispute with respect to any such contested lien, so long as such bond is drawn on an obligor and is otherwise in a form acceptable to the City Manager or his designee.

Nothing in this Section 8(h) shall prevent payments pursuant to Section 6. (i) Modification of Acquisition Facilities and Public Facilities. The descriptions of the Acquisition Facilities and Public Facilities in Exhibit A may be modified, or new Acquisition Facilities and Public Facilities may be added to Exhibit A, through a Supplement executed by the City Manager and Developer provided the modifications or new Acquisition Facilities and Public Facilities are consistent with the facilities and costs authorized to be funded by the District pursuant to the formation proceedings and the Act.

Section 9. Ownership and Transfer of Acquisition Facilities. (a) Conveyance of Land and Easements to City. Acceptable Title to all property on, in or over which the Acquisition Facilities will be located, shall be deeded over to the City by way of grant deed, quitclaim, or dedication of such property, or easement thereon, if such conveyance of interest is approved by the City as being a sufficient interest therein to

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9 permit the City to properly own, operate and maintain the Acquisition Facilities located therein, thereon or thereover, and to permit Developer to perform its obligations as set forth in this Agreement. Developer agrees to assist the City in obtaining such documents as are required to obtain Acceptable Title. Completion of the transfer of title to land shall be accomplished prior to the payment of the Purchase Price for an Acquisition Facility and shall be evidenced by an irrevocable offer of dedication or recordation of the acceptance thereof by the City Council. (b) Facilities to be Owned by the City – Title Evidence. Upon the request of the City, Developer shall furnish to the City a preliminary title report for land with respect to the Acquisition Facilities that have not previously been dedicated or otherwise conveyed to the City, for review and approval at least fifteen (15) calendar days prior to the transfer of Acceptable Title of the Acquisition Facilities to the City. The City shall approve the preliminary title report unless it reveals a matter which, in the judgment of the City, could materially affect the City’s use and enjoyment of any part of the property or easement covered by the preliminary title report. In the event the City does not approve the preliminary title report, the City shall not be obligated to accept title to such Acquisition Facility or pay the Purchase Price for the Acquisition Facility until Developer has cured such objections to title to the satisfaction of the City. (c) Facilities Constructed on Private Lands. If any portion of an Acquisition Facility is located on privately-owned land, the owner thereof shall retain title to the land and the completed Acquisition Facility until the Acquisition Facility is accepted by City and transferred to City pursuant to this Section 9. Pending the completion of such transfer, Developer shall not be entitled to receive any payment for the Acquisition Facility. Developer shall, however, be entitled to receive payments pursuant to Section 8 of the Acquisition Facility upon making an irrevocable offer of dedication of such land in form and substance acceptable to the City Manager.
(d) Facilities Constructed on City Land. If any portion of an Acquisition Facility to be acquired is on land owned by the City, the City hereby grants to Developer a license to enter upon such land for purposes related to the construction (and maintenance pending acquisition) of the Acquisition Facility. The provisions for inspection and acceptance of the Acquisition Facilities otherwise provided herein shall apply.

Section 10. Indemnification. Developer shall promptly defend, indemnify and hold harmless the City, its officers, employees and agents, and each and every one of them, and the District from any and all claims, actions, liability, damages, losses, expenses and costs arising out of Developer’s performance of, or failure to perform, its duties hereunder or by reason of, or arising out of, this Agreement.

Section 11. City Policies. The Rate and Method, the sale of the Bonds and the ratio of the appraised market value of all parcels of property within the District to the total amount of the assessment and special tax obligation thereof after the issuance and sale of the Bonds (the “Value-to-Lien Ratio”) shall comply with the Financing District Policy of the City.

Section 12. Representations, Covenants and Warranties of Developer. Developer represents and warrants for the benefit of the City as follows:

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10 A. Organization. Developer is duly organized, validly existing and in good standing under the laws of the State of California, is duly qualified to conduct business as a corporation and is in good standing under the laws of the State of California and has the corporate power and corporate authority to own its properties and assets and to carry on its business as now being conducted and as now contemplated.

B. Authority. Developer has the corporate power and corporate authority to enter into this Agreement, and has taken all action necessary to cause this Agreement to be executed and delivered by Developer, and this Agreement has been duly and validly executed and delivered by Developer.

C. Binding Obligation. This Agreement is a legal, valid and binding obligation of Developer, enforceable against Developer in accordance with its terms, subject to bankruptcy and other equitable principles.

D. Compliance with Laws. Developer shall not with knowledge commit, suffer or permit any act to be done in, upon or to the lands of Owners in the District in violation of any law, ordinance, rule, regulation or order of any governmental authority or any covenant, condition or restriction now or hereafter affecting the lands in the District or the Acquisition Facilities.

E. Requests for Payment. Developer represents and warrants that (i) it will not request payment from the City out of the Special Taxes or proceeds of the Bonds for the acquisition of any improvements other than the Acquisition Facilities, and (ii) it will diligently follow all procedures set forth in this Agreement with respect to the Payment Request for the Acquisition Facilities.

F. Additional Information. Developer agrees to cooperate with all reasonable written requests for nonproprietary information by the original purchasers of the Bonds or the City related to the status of construction of improvements within the District, the anticipated completion dates for future improvements, and any other matter material to the investment quality of the Bonds.

G. Continuing Disclosure. Developer agrees to comply with all of its obligations under any continuing disclosure agreement executed by it in connection with the offering and sale of any of the Bonds. Developer shall cooperate with City in complying with the requirements of Rule 15c2-12 of the Securities and Exchange Commission in connection with the issuance and sale of the Bonds. Developer shall provide information to the City regarding its operations and financial condition as such information has been disclosed in the Official Statement. The City, in consultation with the underwriter of the Bonds, may determine that some or all of such financial information will be included in the preliminary official statement and the final official statement for the Bonds. If Developer owns property within the District responsible for more than 20% of the Special Taxes levied in such fiscal year, then Developer acknowledges that it may be an “obligated person” for purposes of compliance with Rule 15c2-12(b)(5) of the Securities and Exchange Commission and that it may therefore be necessary that Developer enter into a continuing disclosure undertaking, at the time of and in connection with the issuance and sale of the Bonds, that so long as it remains an obligated person it will semi-annually, at the time

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11 specified in such undertaking, provide information regarding its financial condition, including, at the City’s discretion, such regularly submitted periodic reports and financial statements prepared by Developer’s certified public accountant which are available to the investing public (which may be consolidated with Developer’s parent company) and the status of development and residential and land sale activity within the District to be included within the semi-annual reports which Developer, or a dissemination agent designated in such undertaking, will file with the Nationally Recognized Municipal Securities Information Repositories which are identified by the Securities and Exchange Commission and any state information repository that may be designated for the State of California, as required by that rule. Copies of all such reports shall also be provided to the City and the underwriter of the Bonds. Developer further acknowledges that it may be an obligated person pursuant to such rule as long as it owns property within the District that is responsible for the payment of annual Special Taxes which represent 20% or more of the annual debt service on the Bonds. The Developer shall notify the Owners who own property within the District which will be responsible for the payment of annual Special Taxes which represent 20% or more of the annual debt service on the Bonds that it will be an obligated person for purposes of the rule and that such entity will be required to enter into a continuing disclosure undertaking as provided in this section.

Section 13. Independent Contractor. Developer is an independent contractor and not the agent of the City or the District. This Agreement shall not and does not create a joint venture or partnership between the City and Developer. The City shall have no responsibility or liability for the payment of any amount to any employee or subcontractor of Developer.

Section 14. Special Taxes. The parties are entering into this Agreement and establishing the District for the purpose of creating a stream of Special Tax revenues that will be available to the District to pay directly the costs of acquisition, construction and/or equipping the Acquisition Facilities and Public Facilities and to pay debt service on the Bonds, the proceeds of which will be used to pay the costs of acquisition, construction and/or equipping of the Acquisition Facilities and Public Facilities. Developer and City hereby acknowledge and agree (i) that any reduction or termination of the Special Taxes by exercise of the initiative power or other action would constitute a substantial impairment of the Special Tax revenue stream that Developer and City intend to create for the purpose of providing an assured source of funding for construction, acquisition and/or equipping of the Acquisition Facilities and Public Facilities, and (ii) that this Agreement is being entered into, and the Special Taxes are being imposed upon the Property pursuant to the Rate and Method, in accordance with existing laws relating to the imposition of fees and charges as a condition of development of the Property and such Special Taxes are being incurred as an incident of the voluntary act of development of the Property.

Section 15. Disclosure of Special Taxes.
(a) From and after the date of this Agreement, Developer shall provide a “Notice of Special Tax” (as defined in Section 15(b) below) to each prospective purchaser of a home in the District prior to the execution by the home buyer of the sale contract for such home.

Developer shall (i) maintain records of each Notice of Special Tax for a period of five (5) years, and (ii) shall provide copies of each notice to City promptly following the giving of such notice.

Developer shall include the Notice of Special Tax in all Developer’s applications for Final

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12 Subdivision Reports required by the Department of Real Estate (“DRE”) which are filed after the effective date of this Agreement.

Developer shall require of a builder acquiring lots within the Property (a “Residential Builder”), prior to the close of escrow on any residential lot, to (i) maintain records of each Notice of Special Tax for a period of five (5) years, (ii) provide copies of each notice to City promptly following the giving of such notice, and (iii) include the Notice of Special Tax in all of such Residential Builder’s applications for Final Subdivision Reports required by DRE. (b) With respect to any parcel, the term “Notice of Special Tax” means a notice in the form prescribed by California Government Code Section 53341.5 which is calculated to disclose to the purchaser thereof (i) that the property being purchased is subject to the Special Taxes and other special taxes of the District; (ii) the classification of such property; (iii) the maximum annual amount of the Special Taxes and other special taxes of the District and the number of years for which they are authorized to be levied; and (iv) the types of facilities and services to be paid with the proceeds of the Special Taxes and other special taxes of the District. (c) City will file with the San Bernardino County Recorder’s office a notice of special tax lien that gives notice of the existence of the District and the levy of the Special Tax on property within the District for the benefit of subsequent property owners, pursuant to requirements of Section 3114.5 of the Streets and Highways Code. (d) Sample Property Tax Bill/Special Tax Information Sheet. Developer and its successors and assigns shall prepare and have available in its sales office, copies of either a sample property tax bill in a form reasonably acceptable for the City or special tax information sheet in substantially the form attached hereto as Exhibit D (the “Special Tax Information Sheet”), which shows the assigned annual Special Taxes and other special taxes authorized to be levied within the District under the Rate and Method. Developer and its successors and assigns shall make available to prospective homebuyers to take with them, copies of such sample property tax bill or Special Tax Information Sheet at the time written information regarding the base home price and property tax information for a specific home site is requested by and provided to such homebuyers. Developer intends to comply with this requirement by providing prospective homebuyers who request such additional written information, with the sample property tax bill in the Master Property Disclosure Report, a copy of which has presented to and approved by the City.

Section 16. Termination and Dissolution. Prior to the issuance of Bonds, Developer may elect to terminate this Agreement and request that the City cancel the Special Taxes by providing written notice to the City. Within thirty (30) days of such written notice, City shall record a notice of cancellation of the Special Taxes with respect to each parcel. Developer shall be responsible for reasonable City costs incurred relating to the cancellation of the Special Taxes and recordation of such notice; provided, however, that the City shall not terminate the Special Taxes for any lot for which a building permit has been issued, unless Developer pays all City fees or posts separate security therefore. Such termination of this Agreement and cancellation of Special Taxes shall have no effect on Developer’s obligations to pay City Fees upon issuance of a building permit.

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13 Section 17. Binding on Community Facilities District. The District shall automatically become a party to this Agreement, and all provisions hereof which apply to the City shall also apply to the District. The City Council of the City, acting as the legislative body of the District, shall perform all parts of this Agreement which require performance on the part of the District.

Section 18. Assignment. Upon the successful formation of the District, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto and shall run with the land without any further action of the City or Developer unless terminated in writing pursuant to Section 16.

Section 19. Prompt Action. All consents, approvals and determinations required of either the City or Developer pursuant to this Agreement shall be promptly given or made, and shall not be unreasonably withheld or conditioned.

Section 20. General. This Agreement and the Deposit Agreement contain the entire agreement between the parties with respect to the matters herein provided for. This Agreement may only be amended by a subsequent written agreement signed on behalf of both parties. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties. This Agreement shall be construed and governed by the Constitution and laws of the State of California. Should either party to this Agreement commence a court action or proceeding against the other party with respect to this Agreement or the design and acquisition or construction of the Acquisition Facilities, the party prevailing in such action or proceeding shall be entitled to receive from the losing party its attorney’s fees, expert witness fees, court costs and other costs incurred by it in prosecuting or defending such action or proceeding. The captions of the sections of this Agreement are provided for convenience only, and shall not have any bearing on the interpretation of any section hereof. This Agreement may be executed in several counterparts, each of which shall be an original of the same agreement. [Signature Page Follows]

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S-1
IN WITNESS WHEREOF, the parties have caused this agreement to be signed as of the date first above written.

Dated: WARMINGTON RESIDENTIAL
CALIFORNIA, INC.,
a California corporation
By: ________________________________
_________________________
Authorized Agent
Dated: CITY OF SAN BERNARDINO
By: ________________________________
Robert D. Field
City Manager
ATTEST:

By:

City Clerk
APPROVED AS TO FORM:

By:

Bond Counsel
-Signature Page-
Funding and Acquisition Agreement

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A-1

EXHIBIT A

DESCRIPTION OF PUBLIC FACILITIES
The immediately following table lists the Acquisition Facilities to be constructed by Developer and the Public Facilities to be owned, operated and maintained by the City, including the current cost estimates related thereto, which are subject to change.

A. Acquisition Facilities Estimated
Local Circulation Improvements $ 30,981.00
Regional Circulation Improvements 323,855.00
Storm Drainage Improvements(1) 352,049.00
Parkland and Open Space Improvements 1,265,875.00
B. Public Facilities
Storm Drain (Off-Site) $ 380,000.00

GRAND TOTAL ELIGIBLE ACQUISITION FACILITIES AND

PUBLIC FACILITIES
$2,352,761.00
(1) The estimated gross amount due for the Storm Drainage Improvements fee is $522,146. Warmington expects to receive fee credits in the amount of $170,097. Thus, the expected net amount due is $352,049.

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B-1

EXHIBIT B

DEFINITIONS
The following terms shall have the meanings ascribed to them for purposes of this Agreement. Unless otherwise indicated, any other terms, capitalized or not, when used herein shall have the meanings ascribed to them in the Fiscal Agent Agreement (as hereinafter defined). “Acceptable Title” means title to land or interest therein, in form acceptable to the Public Works Director, free and clear of all liens, taxes, assessments, leases, easements and encumbrances, whether or not recorded, but subject to any exceptions determined by the Public Works Director as not interfering with the actual or intended use of the land or interest therein.

Notwithstanding the foregoing, an irrevocable offer of dedication may constitute land with an “Acceptable Title” if (i) such offer is necessary to satisfy a condition to a tentative or final parcel map, (ii) such offer is in a form acceptable to the Public Works Director, (iii) the Public Works Director has no reason to believe that such offer of dedication will not be accepted by the applicable public agency, and (iv) the owner commits in writing not to allow any liens to be imposed on such property prior to its acceptance.
“Acceptance Date” means the date the City Council takes final action to accept dedication of or transfer of title to the Acquisition Facilities. “Acquisition Facilities” means the facilities described as such in Exhibit A to the Agreement.
“Additional Bonds” means any series of Bonds issued by or on behalf of the District after the first series of Bonds, in each case in compliance with and under supplements to the Fiscal Agent Agreement, which Additional Bonds shall be secured on a parity lien or subordinate lien position with other Bonds previously issued.
“Affiliate” mean, with respect to the Developer, any other Person who control, is controlled by or is under common control with the Developer, for purposes hereof, control means the power to exercise a controlling influence over the management or policies of a person, unless such power is solely the result of an official position with such person. “Agreement” means this Agreement, together with any Supplement hereto. “Act” means the Mello-Roos Community Facilities Act of 1982, Sections 53311 et seq. of the California Government Code, as amended.
“Actual Cost” means the substantiated cost of the Acquisition Facilities, which costs may include: (i) the costs incurred by the Developer for the construction of the Acquisition Facilities, including labor, material and equipment costs; (ii) the costs incurred by the Developer in preparing the Plans for the Acquisition Facilities and the related costs of environmental evaluations of the Acquisition Facilities; (iii) the fees paid to governmental agencies for obtaining permits, licenses or other governmental approvals for the Acquisition Facilities; (iv) a construction and project management fee of five percent (5%) of the costs described in clause (i) above incurred for the construction of the Acquisition Facilities; (v) professional costs incurred

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B-2
by the Developer or the City associated with the Acquisition Facilities, such as engineering, legal, accounting, inspection, construction staking, materials testing and similar professional services; (vi) costs directly related to the construction and/or acquisition of the Acquisition Facilities, such as costs of payment, performance and/or maintenance bonds, and insurance costs (including costs of any title insurance required hereunder); and (vii) costs of any real property or interest therein acquired from a third party, which real property or interest therein is either necessary for the construction of such Acquisition Facility (e.g., temporary construction easements, haul roads, etc.) or is required to be conveyed with such Acquisition Facility in order to convey Acceptable Title thereto to the City. Actual Cost shall not include any cost of carry or interest expense with respect to any construction loan obtained by the Developer with respect to the Acquisition Facilities.
“Administrative Expense Requirement” means $25,000 per year commencing in the first year of issuance of Bonds.
“Assessor’s Parcel” shall have the meaning ascribed to it in the Rate and Method. “Bonds” means any series of bonds issued by or on behalf of the District. “City Fees” means the following development impact fees imposed by the City; local and regional circulation system, storm drain, and parkland and open space. “Deposit Agreement” means the Deposit Agreement between the City and the Developer. “District Representative” means the City Manager of the City, or his or her designee. “Extraordinary Administrative Expenses” means administrative expenses required for extraordinary District events such as foreclosure actions against delinquent taxpayers within the District.
“Financing District Policy” means the City of San Bernardino Debt Policy and Procedures, dated September 16, 2015, as amended on July 1, 2020 or as further amended from time to time.
“Fiscal Agent” means the financial institution or other entity that enters into a Fiscal Agent Agreement with the City with respect to the Bonds. “Fiscal Agent Agreement” means, collectively, any agreement or agreements by that or similar name to be executed by the City, for and on behalf of the District, and the fiscal agent, which will provide for, among other matters, the issuance of the Bonds and the establishment of an Improvement Fund as originally executed by the City and the fiscal agent and as it may be amended from time to time.
“Owners” means Pacific West Company, a California limited partnership, Hanhsing Li, an unmarried man, Chenmei Cheng, as surviving joint tenant, and Ann C. Lau, a married woman as her sole and separate property, as the Owners of the Property, and their successors and assigns, other than individual homebuyers.

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B-3
“Person” means an individual, a corporation, a partnership, an association, a limited liability company, a joint stock company, a trust, any unincorporated organization or a government or political subdivision thereof.
“Plans” means the plans, specifications, schedules and related construction contracts for the Acquisition Facilities approved pursuant to the applicable standards of the City or other entity that will own, operate or maintain the Acquisition Facilities when completed and acquired. “Purchase Price” means the amount paid by the City for the Acquisition Facilities determined in accordance with Section 8 hereof, being an amount equal to the Actual Cost of such Acquisition Facilities, but subject to the limitations and reductions provided for in Section

8. “Rate and Method” means the rate and method of apportionment of special taxes approved for the District in accordance with the Act.
“Special Fund” means a discrete, interest-bearing special fund of the City to be established and administered pursuant to this Agreement. “Special Tax or Special Taxes” means the special tax designated in the Rate and Method.

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C-1

EXHIBIT C

FORM OF PAYMENT REQUEST
City of San Bernardino
Community Facilities District No. 2022-2
(Palm)
The undersigned, ______________________, a duly authorized representative of Developer, hereby requests payment of the Purchase Price of the Acquisition Facilities described in Attachment A attached hereto. Capitalized undefined terms shall have the meanings ascribed thereto in the Funding and Acquisition Agreement, dated as of ___________ 1, 2022 (the “Agreement”), by and between the City of San Bernardino (“City”) for the City of San Bernardino Community Facilities District No. 2022-2 (Palm) (the “CFD”), and WARMINGTON RESIDENTIAL CALIFORNIA, INC., a California corporation (“Developer”). In connection with this Payment Request, the undersigned hereby represents and warrants to the CFD and the City as follows:

1. He (she) is a duly authorized representative of Developer, qualified to execute this request for payment on behalf of Developer and knowledgeable as to the matters set forth herein.

2. The Acquisition Facilities for which payment is being sought under this payment request have been substantially completed in accordance with the Agreement.

3. The true and correct Actual Cost of the Acquisition Facilities is set forth in Attachment A.

4. Attached hereto are invoices, receipts, worksheets and other evidence of costs which are in sufficient detail to allow the City to verify the Actual Cost of the Acquisition Facilities.

5. There has not been filed with or served upon Developer notice of any lien, right to lien or attachment upon, or claim affecting the right to receive the payment requested herein which has not been released or will not be released simultaneously with the payment of such obligation, other than materialmen’s or mechanics’ liens accruing by operation of law.

Copies of lien releases for all work for which payment is requested hereunder are attached hereto.

6. Developer is in compliance with the terms and provisions of the Agreement.

The Purchase Price for the Acquisition Facilities shall be payable from the appropriate account created pursuant to the Fiscal Agent Agreement or the Special Fund established pursuant to the Agreement.

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C-2
I hereby certify that the above representations and warranties are true and correct.

Dated: WARMINGTON RESIDENTIAL
CALIFORNIA, INC., a California
corporation
By:

Name:

Title:

By execution of this Payment Request, the City does hereby approve of the payment as described in this Payment Request and directs the Fiscal Agent to pay such amounts, first, from bond proceeds held in the designated account pursuant to the Fiscal Agent Agreement and, second from any surplus Special Taxes held by the City as applicable, to the payee listed above and/or the City shall pay all or a portion thereof from funds designated by the City for such purpose.

CITY OF SAN BERNARDINO
for the City of San Bernardino Community
Facilities District No. 2022-2
(Palm)
By:

Name:

City Manager

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C-3

ATTACHMENT A
City Acquisition
Facility Estimated Cost Actual Cost Purchase Price
Total Purchase Price to be Paid $

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D-1

EXHIBIT D

CITY OF SAN BERNARDINO SPECIAL TAX INFORMATION SHEET
Community Facilities District No. 2022-2
(Palm)

1.WHAT IS COMMUNITY FACILITIES DISTRICT (CFD) NO. 2022-2? CFD No. 2022-2 (Palm) was formed pursuant to the “Mello-Roos Community Facilities Act of 1982” to finance certain public facilities.

2.WHO IS RESPONSIBLE TO PAY THE SPECIAL TAX AND HOW IS IT BILLED?
The property owner is responsible for paying the CFD No. 2022-2 (Palm) special taxes, which will appear as a separate line item on your property tax bill along with your regular property taxes.

3.HOW MUCH WILL MY SPECIAL TAX BE?
The special tax is based upon the size of the home. The assigned and maximum special taxes for CFD No. 2022-2 (Palm) for the 2022-23 fiscal year are summarized below.

Land Use Category
Taxable
Unit Building Square Footage
Assigned
Special Tax Per
Taxable Unit

1. Single Family Residential Property RU Less than 1,800 sq. ft $1,552

2. Single Family Residential Property RU 1,800 sq. ft to 1,950 sq. ft $1,595

3. Single Family Residential Property RU 1,951 sq. ft to 2,100 sq. ft $1,637

4. Single Family Residential Property RU 2,101 sq. ft to 2,250 sq. ft $1,764

5. Single Family Residential Property RU 2,251 sq. ft to 2,400 sq. ft $1,806

6. Single Family Residential Property RU Greater than 2,400 sq. ft $1,849

7. Multifamily Property Acre N/A $27,459

8. Non-Residential Property Acre N/A $27,459

4.HOW LONG WILL I HAVE TO PAY THE CFD NO. 2022-2 SPECIAL TAX?
Special Taxes will not be collected after fiscal year 2064-65.

5.CAN THE SPECIAL TAXES BE PREPAID?
Homeowners have the option of prepaying special taxes anytime. For prepayment information please contact the City of San Bernardino’s CFD No. 2022-2 (Palm) administrator, Spicer Consulting Group, LLC, 41619 Margarita Road, Suite 101, Murrieta, CA 92591, phone (866-504-2067).

6.WHERE CAN I GET MORE INFORMATION?
For more information in regards to CFD No. 2022-2, contact the City of San Bernardino’s CFD No. 2022-2 (Palm) administrator, Spicer Consulting Group, LLC, 41619 Margarita Road, Suite 101, Murrieta, CA 92591, phone (866-504-2067).

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1 PUBLIC HEARING
City of San Bernardino
Request for Council Action
Date: October 5, 2022
To: Honorable Mayor and City Council Members
From: Robert D. Field, City Manager
Barbara Whitehorn, Agency Director of Administrative Services Department: Human Resources
Subject: Ordinance Adjusting the Salary and Benefits for the Position of City Council Member
Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California:

1. Review and consider the information provided for adjusting the salary and benefits for the position of City Council Member, provide direction for modification, adopt the recommendation from the Elected Official Compensation Committee as presented, or receive and file; and

2. If decided by the Mayor and City Council: introduce, read by title only, and waive further reading of Ordinance No. MC-1595 of the Mayor and City Council of the City of San Bernardino, California, amending Chapter

2.82.020 of the San Bernardino Municipal Code to adjust the salary and benefits of the City Council Members as recommended by the Elected Official Compensation Advisory Commission.

Background
On September 21, 2022, an ordinance adjusting the salary and benefits for the position of City Council Member was brought before the Mayor and City Council as a Public Hearing item. It was decided that the item would be brought back for consideration after all bargaining groups had entered into their respective labor agreements with the City.

All labor agreements have not yet been executed; however, this item is being brought back earlier than anticipated to allow the Mayor and City Council the opportunity to possibly adopt an ordinance that would be effective upon the commencement of the terms of council members elected at the next regular election (i.e., following

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1 certification of the November 2022 election). If the adoption of a proposed ordinance is delayed beyond the November 2022 election, the effective date of the ordinance would be after the following regular election (i.e., November 2024).

The San Bernardino City Charter establishes the authority for setting compensation of the Mayor and City Council Members. Specifically, City Charter Article III, Section 305 titled “Compensation; Expenses” states:
“Compensation for the Mayor and Council Members shall be established by ordinance following a public hearing, giving due consideration to the recommendations of an advisory commission charged with the periodic review of compensation for City-elected officials. Compensation for the Mayor shall be commensurate with that for a full-time position.

No ordinance increasing such salaries shall become effective until the date of commencement of the terms of Council Members elected at the next regular election. The Mayor and Council Members shall receive reimbursement for actual and necessary expenses incurred in the performance of their duties of office.”
The Mayor and City Council established the Elected Official Compensation Advisory Commission on February 21, 2018 (Ordinance MC-1463). The nine-member commission was tasked with serving in an advisory capacity to the Mayor and City Council in making recommendations relating to the compensation of city-elected officials. The commission conducts compensation surveys of city-elected officials in other California charter and/or general law cities, reviews Government Code provisions for compensation of city-elected officials and provides compensation recommendations to the Mayor and City Council pursuant to Section 305 of the City Charter. Recently, in response to direction from the City Council, the Elected Officials Compensation Advisory Commission was reactivated. The Elected Officials Compensation Advisory Commission has met (5) five times since October 2021 (October 13, 2021; November 10, 2021; November 30, 2021; January 10, 2022; and March 7, 2022).

Currently, the San Bernardino Municipal Code defines the compensation for both the Mayor and City Council Members. More specifically, the compensation for City Council Members, is noted in Section 2.82.020 of the San Bernardino Municipal Code (titled “Compensation of City Council Members”), which states:
“Commencing January 1, 2019, each City Council Member shall receive the following compensation:

A. Annual salary of $14,000;
B. Employer health benefits contribution equivalent to that offered by the City to management employees; and
C. An auto allowance of $500 per month.

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1 The compensation set forth herein shall be paid without regard to the number of City Council meetings attended by the applicable City Council Member. Any City Council Member may waive all or any portion of her or his compensation. The compensation set forth herein is exclusive of any amounts payable to a City Council Member as per day compensation for City business-related travel and further exclusive of any amounts payable to a City Council Member for out-of-town attendance on City-related business.” Discussion
The Commission commenced on October 13, 2021, and reviewed the methodology previously used to establish elected official salaries in 2018. The Commission agreed to use the same 12 cities with part-time Council Members that were used in 2018.

Per the Commission’s October 13, 2021 directive, staff surveyed cities to gather additional information or verify the information available on their respective websites.

The salary and total compensation for City Council members is presented in Attachment 1. Because most salaries are governed by Charter or Municipal Code, the salary increases were modest. The City of San Bernardino’s data includes the increases in benefits presented in the salary and benefits resolution for Management and Confidential employees approved at the November 3, 2021 City Council meeting.

The average annual salary for part-time City Council Members is $17,188, compared to San Bernardino’s Council pay of $14,000. As depicted in Attachment 2, the City of San Bernardino’s benefits exceed the average. As such, the City’s total compensation also exceeds the part-time City Council’s average.

As outlined in the City of San Bernardino Charter, the City Council has the authority to adjust the compensation package of elected officials including the position of City Council Member by ordinance following a public hearing, while giving due consideration to the recommendations of an advisory commission. At its March 7, 2022, meeting, the Elected Officials Compensation Advisory Commission recommended the following:

A. Annual Salary of $21,000
B. Employer health benefits contribution equivalent to that offered by the City to management employees;
C. An auto allowance of $725 per month;
D. $125 per meeting when acting as an official City Council representative, outside of regular Council Member duties, for attending any meeting at the request of City Council and on behalf of the City of San Bernardino. For example, acting as the City’s representative to a Board. Attendance at meetings in which the Council Member is not acting as a representative of the City Council shall not be compensated; and
E. Annual Cost of Living Adjustment (COLA) equivalent to that offered by the

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1 City to management employees.

The Commission recommended for the City Council Members annual salary to amount to $21,000, to align with the Cities of Fontana and Moreno Valley as they had similar population sizes to the City of San Bernardino. Both cities also offer additional monies to Council Members who attend specific meetings. Furthermore, the Commission emphasized the importance of compensating elected leaders at levels suitable to attract a diverse talent pool and to provide adequate compensation for this region while serving the City.

At present, the Mayor and City Council, after discussing the survey results may consider whether to, and to what degree, the salary and benefits for the position of City Council Member should be adjusted as recommended by the Elected Official Compensation Advisory Commission. It is important to underscore that any salary and benefit adjustments would be effective on the date of commencement of Council Members elected at the next regular election.
2021-2025 Strategic Targets and Goals
Reviewing and discussing the salary of the City Council Members to appropriately reflect the duties of the office following the 2016 amendment of the City Charter aligns with Key Target No. 2: Focused, Aligned Leadership and Unified Community.

Fiscal Impact
There is no fiscal impact associated with preparing the salary survey and with the Mayor and City Council introducing and waiving further reading of Ordinance No. MC- 1595.

Should Mayor and City Council elect to adopt the recommendation of the Commission without any changes, the fiscal impact would be approximately $40,000 in FY 2022/23 and $83,000 in FY 2023/24.

Conclusion
It is recommended that the Mayor and City Council of the City of San Bernardino, California:

1. Review and consider the information provided for adjusting the salary and benefits for the position of City Council Member, provide direction for modification, adopt the recommendation from the Elected Official Compensation Committee as presented, or receive and file; and

2. If decided by the Mayor and City Council: introduce, read by title only, and waive further reading of Ordinance No. MC-1595 of the Mayor and City Council of the City of San Bernardino, California, amending Chapter 2.82.020 of the San Bernardino Municipal Code to adjust the salary and benefits of the City Council Members as recommended by the Elected Official Compensation Advisory

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1 Commission.

Attachments
Attachment 1 City Council Member Salary Data
Attachment 2 City Council Member Benefits Data
Attachment 3 Ordinance No. MC-1595
Ward:

All Wards
Synopsis of Previous Council Actions:

October 3, 2018 - Ordinance No. MC 1504 was adopted by the Mayor and City Council, establishing compensation and benefits for the city elected officials.

September 19, 2018 - Introduced for first reading Ordinance No. MC-1504 of the Mayor and City Council of the City of San Bernardino, California, establishing compensation and benefits for the City-Elected officials.

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Agency General or
Charter City How is the City Council's Salary Determined? Annual Base Salary (Max)
*Estimated
Employer Paid
Benefits Package
(Annual)
Estimated
Total Employer
Cost
(Salary & Benefits)
City Population
**Median
Household
Income
Public Pay 2020
1 Chino General Set by Ordinance No.2008-20 in accordance with Government Code 36516 Part 1 Section 4. MC 2.16.010. $ 15,372.00 $28,752.00 $ 44,124.00 91,403 $ 87,090.00 $ 40,340.00 2 Corona General Set by Ordinance No. 1738 in accordance with Government Code 36516 Part 1 Section 2e. MC 2.08.120.
$ 9,600.00 $ 11,363.04 $ 20,963.04 157,136 $ 86,790.00 $ 9,893.00 3 Fontana General Set by Ordinance No.1571 in accordance with Government Code 36514 Part 1 Section 4. MC 2.39 - 2.41.
$ 21,060.00 $ 26,469.96 $ 47,529.96 208,393 $ 80,800.00 $ 31,811.00 4 Moreno Valley General Set by Ordinance No.956 in accordance with Government Code 36516 Part 1 Section 4. MC 2.04.050. $ 21,144.00 $ 24,520.00 $ 45,664.00 208,634 $ 65,449.00 $ 38,995.00 5 Ontario General Set by Ordinance No. 3065 in accordance with Government Code 36516 Part 1 and Section 4. MC 2-1.203 & 2-1.204
$ 22,614.12 $ 25,989.24 $ 48,603.36 175,265 $ 75,266.00 $ 32,925.00 6 Pomona Charter
In accordance with Government Code Section 36516(a). Per Charter Sec. 404, salaries may also be increased each calendar year by an amount equal to the inflationary change listed in the Consumer Price Index (CPI-U) for the metropolitan Los Angeles-Anaheim-Riverside area published annually by the United States Bureau of Labor Statistics.
$ 9,828.00 $ 16,695.00 $ 26,523.00 151,713 $ 67,202.00 $ 19,163.00 7 Rancho Cucamonga General MC 2.16.030 in accordance with Government Code 36516 Part 1 Section 4. Salary Adjustment MC 2.16.040.
$ 15,716.76 $ 13,200.00 $ 28,916.76 174,453 $ 92,773.00 $ 26,465.00 8 Redlands General Set by Ordinance No.1903 in accordance with Government Code 36516 Part 1 Section 2c. MC 2.12.040' MC 2.02030
$ 6,000.00 $ 10,800.00 $ 16,800.00 73,168 $ 72,410.00 $ 6,000.00 9 Rialto General Set by Ordinance No.1660 in accordance with Government Code 36516 Part 1 Section 4. M C 2.12.040
$ 23,051.52 $ 38,184.00 $ 61,235.52 104,026 $ 70,188.00 $ 36,811.00 10 Riverside Charter Set by Ordinance No. 7279. Per Charter, any increase may not exceed 5% of their existing salary every odd-numbered year.
$ 41,376.00 $ 22,882.80 $ 64,258.80 314,998 71,967.00$ 49,717.00$ 11 Victorville Charter
Set by Ordinance No.2180. Per Ordinance No.2017 any increase may not exceed an amount equal to 5% for each calendar year from the operative date of the last adjustment. MC 2.16.020 & 2.16.030 $ 11,314.56 $ 12,600.00 $ 23,914.56 134,810 $ 60,391.00 $ 13,549.00 12 West Covina General Set by Ordinance No.1830 in accordance with Government Code 36516 Section 4. MC 2-23.
$ 9,180.00 $ 2,700.00 $ 11,880.00 109,501 $ 82,135.00 $ 9,929.00 $ 17,188.08 $19,513.00 $36,701.08 158,625 $76,038.42 $26,299.83 City of San Bernardino Charter
Advisory Commission recommends compensation
and salaries must be established by Ordinance
after Public Hearing
$ 14,000.00 $ 26,688.00 $ 40,688.00 216,995 $ 49,721.00 $ 26,360.00 Survey 2021
*Total Estimated Employer Paid Benefits includes health contribution, auto allowance, cell phone allowance, & deferred compensation where applicable.

AVERAGE:

Part-Time City Council: Summary

ATTACHMENT A

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Basic Life
Accidental Death
&
Dismemberment
(AD&D) Short Term Long Term
1 City of Chino - General City $100,000 N/A N/A N/A
$1,776 for EE Only
$1,776 for EE+FAM Executive
$120/mo
or
$1,440/yr
and Excess employer health
contribution amount may roll
over into deferred comp.
$500/mo
or
$6,000/yr N/A Yes 4 years
401(a) City contributes $1
per pay period per
participating elected
official. 28,752$
2 City of Corona - General City $50,000 $50,000 N/A N/A $473.46 for EE Only
$946.92 for EE+FAM Executive N/A N/A N/A Yes 4 years N/A 11,363$ 3 City of Fontana - General City $50,000 N/A N/A N/A
$2,105.83 for EE Only
$2,105.83 for EE+FAM N/A
$776.70/mo
or
$9,320.40/yr
If waive all benefits N/A
$100/mo
or
$1,200/yr Yes 4 years
- $50 per meeting for
Housing Stipend
- $100 per meeting for
Fire Protection District
Stipend 26,470$
4 City of Moreno Valley - General City $50,000 N/A N/A N/A $1,500 for EE Only
$1,500 for EE+FAM Executive
Any excess employer health
contribution amount may roll
over into deferred comp.
$500/mo
or
$6,000/yr
$35/mo
or
$420/yr Yes 4 years
- $100 per meeting for
Community Services
District Stipend 24,520$
5 City of Ontario - General City $106,000 $109,000
66 2/3% of
salary up to
$3,461.54/wk
100% of
premium;
$15,000/mo max
$1,990.77 for EE Only
$1,990.77 for EE+FAM Executive
Any excess employer health
contribution amount may roll
over into deferred comp. N/A
$175/mo
or
$2,100/yr Yes 4 years N/A 25,989$
6 City of Pomona - Charter City $150,000 $150,000
66 2/3% of base
salary
66 2/3% of base
salary
$775 for EE Only
$775 for EE+FAM Executive
$616.25/mo
or
$7,395/yr
If waive all benefits N/A N/A Yes 4 years
Elected officials
reimbursed for actual
phone and car mileage. 16,695$
7 City of Rancho Cucamonga - General City N/A N/A N/A N/A Cover 100% Dental &
Vision for EE+Fam
$900 for EEOnly
$900 for EE+Fam N/A N/A
$200/mo
or
$2,400/yr N/A Yes 4 years N/A $ 13,200
8 City of Redlands - General City N/A N/A N/A N/A
$900 for EE Only
$900 for EE+FAM N/A N/A N/A N/A Yes 4 years N/A 10,800$ 9 City of Rialto - General City $300,000 N/A 100% coverage 100% coverage Cover 100% medical &
dental + $300/yr towards
Vision for EE Only
Cover 100% medical &
dental for EE+FAM
($2,432.00 is the highest
carrier cost) Management
$750/mo
or
$9000/yr Option of City vehicle. Option of City cell phone. Yes 4 years 38,184$ 10 City of Riverside - Charter City
2x annual salary;
$700k max
2x annual salary;
$700k max N/A
60% of monthly
pay
$1,481.90 for EE Only
$1,481.90 for EE+FAM Executive
$75/mo
or
$900/yr
(Employee must contribute
$25/mo or $300/yr)
$350/mo
or
$4,200/yr N/A Yes 4 years N/A 22,883$
11 City of Victorville - Charter City $10,000 N/A N/A N/A $900 for EE Only
$900 for EE+FAM Full-Time Miscellaneous N/A N/A
$150/mo
or
$1,800/yr Yes 4 years N/A 12,600$
12 City of West Covina - General City $100,000 $100,000 N/A N/A Per 2018 Benefit
Resolution; no city
contribution Confidential N/A
$150/mo
or
$1800/yr N/A Yes 4 years
-$75 per meeting for
Community Development
Commission; not to
exceed $150/mo. $ 2,700
City of San Bernardino - Charter City $75,000 $75,000 N/A N/A $1,125 for EE Only
$1,724 for
EE+FAM
Management
Confidential
Excess health contribution
amount may roll over into
deferred comp.

If all benefits waived,
$3,500/yr ($291.67 per
month) will go into
deferred comp.
$500/mo
or
$6,000/yr Option of City Cell Yes 4 years N/A 26688
Survey 2021
Total
Deferred Compensation
Plan
(Monthly or Annually)
Car Allowance
(Monthly or Annually) OtherTerm
Eligible to
Enroll in
CalPERS?
(Yes/No)
Phone Allowance
(Monthly or Annually)Agency
Life Insurance Disability Employer's Health
Contribution
(Monthly)
EE = Employee
FAM = Family
*Employee Group
Employer's Health
Contribution Is Tied
To
City Council: Benefits

ATTACHMENT B

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Ordinance No. MC-1595
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4 2
ORDINANCE NO. MC-1595

AN ORDINANCE OF THE MAYOR AND CITY COUNCIL

OF THE CITY OF SAN BERNARDINO, CALIFORNIA,
AMENDING SECTION 2.82.020 OF THE SAN

BERNARDINO MUNICIPAL CODE TO INCREASE CITY

COUNCIL MEMBER COMPENSATION
WHEREAS, the City San Bernardino, California (“City”) is a chartered city and municipal corporation, duly organized under the California Constitution and laws of the State of California; and
WHEREAS, Section 305 of the San Bernardino Charter (“Charter”) states that the compensation for City Council Members shall be established by ordinance following a public hearing and after giving due consideration to the recommendations of an advisory commission charged with the periodic review of compensation for City elected officials; and WHEREAS, Section 305 of the Charter further states that no ordinance increasing salaries of City Council Members shall become effective until the date of commencement of the terms of Council Members elected at the next regular election; and WHEREAS, Section 305 of the Charter further states that City Council Members shall receive reimbursement for actual and necessary expenses incurred in the performance of their duties of office; and
WHEREAS, Section 2.82.020 of the San Bernardino Municipal Code currently identifies the kinds of compensation City Council Members are to receive; and WHEREAS, a nine-member Elected Official Compensation Advisory Commission (“Commission”), established by the Mayor and City Council on February 21, 2018, met five (5) times between October 2021 and March 2022; and
WHEREAS, the Commission reviewed the methodology previously used to establish elected official salaries in 2018 and reviewed salaries and benefits provided to part-time city council members from the same twelve (12) cities that were reviewed in 2018; and WHEREAS, the Commission recommended increased salary benefits in order to align itself with other local cities of similar population sizes and in order to attract a diverse talent pool and to provide adequate compensation for this region while serving the City; and WHEREAS, at its March 7, 2022 meeting, the Commission recommended that:
1) The City Council Member’s annual salary be increased from $14,000 to $21,000; 2) That City Council Members continue to receive employer health benefits contribution equivalent to that offered by the City to management employees; 3) That City Council Member’s auto allowance be increased from $500 to $725 per month;

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Ordinance No. MC-1595
1 1
4 2
4) That City Council members receive $125 per meeting when acting as an official City Council representative, outside of regular Council Member duties, and for attending any meeting at the request of the City Council on behalf of the City of San Bernardino; and 5) That City Council Members receive an annual cost of living adjustment equivalent to that offered by the City to management employees.

THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO DO ORDAIN AS FOLLOWS:

SECTION 1.The above recitals are true and correct and are incorporated herein by this reference.

SECTION 2.Section 2.82.020 of the San Bernardino Municipal Code is hereby amended, in its entirety, to state as follows:
“2.82.020 Compensation of City Council Members
Commencing January 1, 2023, each City Council member shall receive the following compensation:

A. Annual salary of $21,000;
B. Employer health benefits contribution equivalent to that offered by the City to management employees;
C. An auto allowance of $725 per month;
D. Having received advanced approval from the City Council, $125 per meeting when acting as an official City Council representative, outside of regular Council Member duties, and for attending any meeting at the request of the City Council on behalf of the City of San Bernardino; and
E. An annual cost of living adjustment equivalent to that offered by the City to management employees.

The compensation set forth herein shall be paid without regard to the number of City Council meetings attended by the applicable City Council member. Any City Council member may waive all or any portion of her or his own compensation. The compensation set forth herein is exclusive of any amounts payable to a City Council member as per day compensation for City business-related travel and further exclusive of any amounts payable to a City Council member for out of town attendance on City-related business.”
SECTION 3.Certification. City Clerk of the City of San Bernardino shall certify to the adoption of this Ordinance and cause publication to occur in a newspaper of general circulation and published and circulated in the City in a manner permitted under section 36933 of the Government Code of the State of California.

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Ordinance No. MC-1595
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4 2
SECTION 4. CEQA. The City Council finds that this Ordinance is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly.

SECTION 5.Severability. If any section, subsection, subdivision, paragraph, sentence, clause or phrase of this ordinance, or any part thereof, is for any reason held to be unconstitutional, such decision shall not affect the validity of the remaining portion of this Ordinance or any part thereof. The City Council hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause or phrase thereof, irrespective of the fact that any one or more section, subsection, subdivision, paragraph, sentence, clause or phrase be declared unconstitutional. If for any reason any portion of this ordinance is found to be invalid by a court of competent jurisdiction, the balance of this ordinance shall not be affected.

SECTION 6.Effective Date. This Ordinance shall take effect thirty (30) days after its adoption. Notwithstanding the foregoing, in accordance with Section 305 of the City Charter, this Ordinance may not become effective until the date of commencement of the terms of Council Members elected at the next regular election.

APPROVED and ADOPTED by the City Council and signed by the Mayor and attested by the City Clerk this ___ day of __________ 2022.

John Valdivia, Mayor
City of San Bernardino
Attest:

Genoveva Rocha, CMC, City Clerk
Approved as to form:

Sonia Carvalho, City Attorney

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Ordinance No. MC-1595
1 1
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CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO) ss

CITY OF SAN BERNARDINO )
I, Genoveva Rocha, CMC, City Clerk, hereby certify that the attached is a true copy of Ordinance No. MC-1595, introduced by the City Council of the City of San Bernardino, California, at a regular meeting held the XX day of , 2022 and adopted at a regular meeting held the XX day of , 2022 by the following vote:

Council Members: AYES NAYS ABSTAIN ABSENT
SANCHEZ _____ _____ _______ _______
IBARRA _____ _____ _______ _______
FIGUEROA _____ _____ _______ _______
SHORETT _____ _____ _______ _______
REYNOSO _____ _____ _______ _______
CALVIN _____ _____ _______ _______
ALEXANDER _____ _____ _______ _______
WITNESS my hand and official seal of the City of San Bernardino this ___ day of ____________ 2022.

Genoveva Rocha, CMC, City Clerk

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5 PUBLIC HEARING
City of San Bernardino
Request for Council Action
Date: October 5, 2022
To: Honorable Mayor and City Council Members
From: Robert D. Field, City Manager;
Daniel Hernandez, Agency Director of Public Works,
Operations, and Maintenance
Department: Public Works
Subject: Public Hearing on Annexation No. 24 to Community Facilities District 2019-1 (Ward 6)
Recommendation:

The Mayor and City Council of the City of San Bernardino, California:

1. Hold a Public Hearing; and

2. Adopt Resolution No. 2022-207 of the Mayor and City Council of the City of San Bernardino, California, calling an election to submit to the qualified electors the question of levying a special tax within the area proposed to be annexed to Community Facilities District No. 2019-1 (Maintenance Services) (Annexation No. 24); and

3. Hold a special landowner election and canvass the election; and

4. Adopt Resolution No. 2022-208 of the Mayor and City Council of the City of San Bernardino, California, declaring election results for Community Facilities District No. 2019-1 (Maintenance Services) (Annexation No. 24); and

5. Introduce, read by title only, and waive further reading of Ordinance No. MC-1597 of the Mayor and City Council of the City of San Bernardino, California, amending Ordinance No. MC-1522 and levying special taxes to be collected during Fiscal Year 2022-2023 to pay annual costs of the maintenance and servicing of landscaping, lighting, water quality improvements, graffiti, streets, street sweeping,

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5 parks and trail maintenance, a reserve fund for capital replacement, and administrative expenses with respect to City of San Bernardino Community Facilities District No. 2019-1 (Maintenance Services); and

6. Schedule the adoption of Ordinance No. MC-1597 for October 19, 2022.

Background
On July 20, 2022, the Mayor and City Council adopted Resolution No. 2022-139, a Resolution of Intention to annex territory into Community Facilities District No. 2019-1 (Maintenance Services) of the City of San Bernardino (the “Resolution of Intention”), pursuant to the provisions of the “Mello-Roos Community Facilities Act of 1982”. A public hearing was set for September 7, 2022, on the proposed annexation of the said territory into the community facilities district. The City Council cancelled the September 7, 2022, meeting and voted to amend the date of the Public Hearing to October 5, 2022. As required by the Resolution of Intention, a boundary map was recorded on July 26, 2022, at 11:21 a.m. in Book 90 Page 46, Document No. 2022-0258077 of Maps of Assessment and Community Facilities Districts with the San Bernardino County Recorder.

The Resolution of Intention was adopted by the Mayor and City Council in response to a petition filed by the property owner of approximately 10.10 gross acres of a vacant residential lot within the City, requesting that the City assist them in annexing their properties into CFD No. 2019-1 under the Mello-Roos Act. The proposed project will consist of 95 detached single-family lots. The State legislature enacted the Mello-Roos Act in 1982 to assist public agencies in financing certain public improvements by either issuing tax exempt securities that are repaid by annual levy of special taxes, or to provide for the financing of on-going public services. The landowner requested the City annex into CFD No. 2019-1 to levy a special tax to cover the costs associated with the maintenance of public improvements. The public facilities and services proposed to be financed within the territory to be annexed to the District are the following:

1. Public lighting and appurtenant facilities, including streetlights within public rights-of-way and traffic signals; and

2. Maintenance of streets, including pavement management, and provide street sweeping; and

3. Maintenance of parks; and

4. Graffiti abatement; and

5. City and County costs associated with the setting, levying and collection of the special tax, and in the administration of the District, including the contract administration and for the collection of reserve funds.

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5 The proposed area to be annexed into the CFD will be included in Tax Zone 25 and is located south of W. Highland Avenue, west of Medical Center Drive, as shown in Attachment #12.

The maximum annual special tax for this development has been calculated to be $191 per unit for FY 2022/23. This tax rate includes a Maximum Special Tax A of $174 per unit per year for maintenance services of public facilities and a Maximum Annual Special Tax B (Contingent) of $17 per unit per year. Special Tax B (Contingent) is for the maintenance and operation of the improvements described in Exhibit “B” attached hereto. If the Property Owners Association (POA) were to default of its obligation to maintain such improvements, the City would be able to collect funds to pay for those services. Annual Special Tax A and Annual Special Tax B (Contingent) rate are proposed to escalate each year at the greater of Consumer Price Index (CPI) or 2%.

The property owners have agreed to initiate and conduct the CFD annexation proceedings pursuant to the Mello-Roos Act of 1982. The property owners have submitted a “Consent and Waiver” form on file in the City Clerk’s Office to initiate and conduct proceedings pursuant to the Mello-Roos Act in 1982, for the annexation into the CFD and consenting to the shortening of election time requirements, waiving analysis and arguments, and waiving all notice requirements relating to the conduct of the election.

To annex property to CFD No. 2019-1 pursuant to the provisions of California Government Code Section 53311 et seq., the City must adopt a series of three statutorily required Resolutions and an Ordinance which are summarized below:

1. Resolution declaring City intent to annex territory to Community Facilities District No. 2019-1 including the boundary of the area to be annexed and the rate and method of apportionment of special taxes within the annexation area (the special tax applies only to properties within the annexation area), adopted July 20, 2022.

2. Resolution calling an election to submit to the qualified electors the question of levying a special tax within the area proposed to be annexed to the District.

3. Resolution declaring the results of the election and directing the recording of the notice of special tax lien.

4. Amend the Ordinance and order the levy and collection of special taxes in the District.

With the adoption of the Resolutions and the first reading of the amended Ordinance, the second reading of the amended Ordinance would be scheduled for October 19, 2022.

Discussion
The Resolution of Intention called for a public hearing to be held on September 7, 2022.

The City Council cancelled that meeting and voted to amend the Public Hearing date to October 5, 2022, on the issue of the annexation of territory into CFD No. 2019-1.

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5 Under the Mello-Roos Act, the Mayor and City Council must hold the public hearing and consider any complaints against the formation of the CFD. If the owners of one half or more of the land within the proposed boundaries of the CFD file written complaints against the establishment of the CFD, the Council may not create the CFD.

If a majority protest is not filed, the Mayor and City Council may adopt the resolution establishing the CFD.

Adoption of Resolution No. 2019-178 on July 17, 2019, established CFD 2019-1, pursuant to the requirements of Government Code Section 53325.1. After a CFD is formed, the Mello-Roos Act requires that for any annexations into the CFD an election be held on the question of whether the proposed special taxes should be levied. The election requires a two-thirds vote in favor of levying the special tax. The landowners filed waivers with respect to the conduct of the election pursuant to Government Code Sections 53326(a) and 53327(b), meaning that the time limits and procedural requirements for conducting an election under the Mello-Roos Act do not have to be followed. Accordingly, City staff has already mailed the election ballots to the landowners and required the ballots to be returned by the close of the public hearing. If the Mayor and City Council adopt Resolution No. 2022-207, it may immediately proceed to the opening of the ballots and adopt Resolution No. 2022-208 declaring the results of the election.
2021-2025 Strategic Targets and Goals
This project is consistent with Key Target No 1. Improved Operational & Financial Capacity and Key Target No. 4: Economic Growth & Development. This project will contribute to ensure that the City is clean and attractive and provide infrastructure designed for long term economic growth.

Fiscal Impact
The individual property owners in the CFD will be responsible for annual payments of special taxes. It is estimated, upon full completion of the development, there will be an annual collection of special tax revenues of approximately $16,489 from Special Tax A to be used to pay for maintenance costs within the development.

On March 1 of each year, every taxable unit for which a building permit has been issued within the boundaries of the CFD, will be subject to the special tax for the ensuing Fiscal Year. If the anticipated costs of maintaining the facilities in any given Fiscal Year, prior to buildout of the project, exceeds the special tax revenues available from parcels for which building permits have been issued, then the special tax may also be applied to property within recorded final subdivision maps, as well as other undeveloped property within the boundaries of the CFD.

All costs associated with annexation into the CFD have been borne by the Developer.

By annexing into the CFD, the costs of maintaining improvements located within the development will be financed through special taxes levied on the parcels within CFD No. 2019-1 and not through the City’s General Fund.

Conclusion

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5 The Mayor and City Council of the City of San Bernardino, California:

1. Hold a Public Hearing; and

2. Adopt Resolution No. 2022-207 of the Mayor and City Council of the City of San Bernardino, California, calling an election to submit to the qualified electors the question of levying a special tax within the area proposed to be annexed to Community Facilities District No. 2019-1 (Maintenance Services) (Annexation No. 24); and

3. Hold a special landowner election and canvass the election; and

4. Adopt Resolution No. 2022-208 of the Mayor and City Council of the City of San Bernardino, California, declaring election results for Community Facilities District No. 2019-1 (Maintenance Services) (Annexation No. 24); and

5. Introduce, read by title only, and waive further reading of Ordinance No. MC-1597 of the Mayor and City Council of the City of San Bernardino, California, amending Ordinance No. MC-1522 and levying special taxes to be collected during Fiscal Year 2022-2023 to pay annual costs of the maintenance and servicing of landscaping, lighting, water quality improvements, graffiti, streets, street sweeping, parks and trail maintenance, a reserve fund for capital replacement, and administrative expenses with respect to City of San Bernardino Community Facilities District No. 2019-1 (Maintenance Services); and

6.Schedule the adoption of Ordinance No. MC-1597 for October 19, 2022.

Attachments
Attachment 1 - Resolution No. 2022-207, Resolution Calling Election Attachment 2 - Exhibit A - Description of Territory
Attachment 3 - Exhibit B - Rate and Method of Apportionment Attachment 4 - Exhibit C - Special Election Ballot
Attachment 5 - Resolution No. 2022-208, Resolution Declaring Election Results Attachment 6 - Exhibit A - Certificate of Election Results Attachment 7 - Ordinance No. MC-1597
Attachment 8 - Exhibit A - Description of Services
Attachment 9 - Exhibit B - Parcel List
Attachment 10 – Signed Petition & Waiver
Attachment 11 - PowerPoint Presentation
Attachment 12 - Project Map
Ward:

Sixth Ward

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5 Synopsis of Previous Council Actions:

June 5, 2019 -Mayor and City Council adopted Resolution No. 2019-81, a Resolution of Intention to form Community Facilities District No. 2019-1 (Maintenance Services) of the City of San Bernardino (the “Resolution of Intention”), pursuant to the provisions of the “Mello-Roos Community Facilities Act of 1982.”July 17, 2019 -Resolution No. 2019-178 was adopted establishing Community Facilities District No. 2019-1; Resolution No. 2019-179 was adopted declaring election results for Community Facilities District No. 2019-1; and first reading of Ordinance No. MC-1522 levying special taxes to be collected during FY2019-20 to pay annual costs of maintenance, services and expenses with respect to Community Facilities District No. 2019-1.August 7, 2019 -Final reading of Ordinance No. MC-1522 levying special taxes to be collected during FY 2019-20 to pay annual costs of maintenance, services and expenses with respect to Community Facilities District No. 2019-1.July 20, 2022 -Mayor and City Council adopted Resolution No. 2022-139, a Resolution of Intention to annex territory into Community Facilities District No. 2019-1 (Maintenance Services) of the City of San Bernardino (the “Resolution of Intention”), pursuant to the provisions of the “Mello-Roos Community Facilities Act of 1982”.August 17, 2022 -Mayor and City Council adopted Resolution No. 2022-183, amendingthe Public Hearing Date to October 5, 2022.

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Resolution No. 2022-207
Resolution No. 2022-207
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RESOLUTION NO. 2022-207

RESOLUTION OF THE MAYOR AND CITY COUNCIL OF

THE CITY OF SAN BERNARDINO, CALIFORNIA,

CALLING AN ELECTION TO SUBMIT TO THE

QUALIFIED ELECTORS THE QUESTION OF LEVYING A

SPECIAL TAX WITHIN THE AREA PROPOSED TO BE
ANNEXED TO COMMUNITY FACILITIES DISTRICT NO.
2019-1 (MAINTENANCE SERVICES) (ANNEXATION NO.
24)
WHEREAS, the Mayor and City Council (the “City Council”) of the City of San Bernardino (the “City”), adopted its Resolution No. 2019-081, (the “Resolution of Intention”) (i) declaring its intention to establish Community Facilities District No. 2019-1 (Maintenance Services) (the “CFD No. 2019-1”) pursuant to the Mello-Roos Community Facilities Act of 1982 (the “Act”), commencing with Section 53311 of the California Government Code (the “Government Code”), (ii) proposing to levy a special taxes within CFD No. 2019-1 pursuant to the terms of the Act to fund the cost of providing maintenance services (the “Services”) described in Exhibit B of the Resolution of Intention, and
WHEREAS, the City Council set a public hearing for July 17, 2019, after which the Council adopted Resolution No. 2019-178 forming the CFD No. 2019-1 and calling a special election at which the questions of levying a special tax and establishing an appropriations limit with respect to the CFD No. 2019-1 were submitted to the qualified electors within the CFD No. 2019-1; and
WHEREAS, on July 17, 2019, the City Council adopted Resolution No. 2019-179 declaring the results of the special election and finding that more than two-thirds (2/3) of all votes cast at the special election were cast in favor of the proposition presented, and such proposition passed; and
WHEREAS, the City Council is authorized by Article 3.5 (commencing with Section 53339) of Chapter 2.5 of Part 1 of Division 2 of Title 5 of the Government Code as amended (the "Act"), to annex territory into an existing community facilities district by complying with the procedures set forth in said Article 3.5; and
WHEREAS, the City Council on July 20, 2022, duly adopted Resolution No. 2022-139 (the “Resolution of Intention”) declaring its intention to annex certain territory to CFD No. 2019- 1 (Maintenance Services) and to levy a special tax within that territory to pay for certain services and setting a time and place for the public hearing on the proposed annexation for September 7, 2022; and
WHEREAS, the Mayor and City Council has cancelled the September 7, 2022, meeting and therefore on August 17, 2022, adopted Resolution No. 2022-183 amending the date of the public hearing to October 5, 2022; and

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Resolution No. 2022-207
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WHEREAS, the territory proposed to be annexed is identified in a map entitled "Annexation Map No. 24 Community Facilities District No. 2019-1 (Maintenance Services)" a copy of which was recorded, on July 26, 2022, in Book 90 of Maps of Assessment and Community Facilities Districts at Page 46, in the office of the San Bernardino County Recorder; and WHEREAS, pursuant to the Act and the Resolution of Intention, a noticed public hearing was convened by the City Council on October 5, 2022, not earlier than the hour of 7:00 p.m. at the Bing Wong Auditorium of the Norman F. Feldheym Public Library at 555 W. 6th Street, San Bernardino, California, 92410, relative to the proposed annexation of said territory to CFD No. 2019-1. At the hearing, the testimony of all interested persons for or against the annexation of the territory or the levying of the special taxes will be heard. If and to the extent participation in the October 5, 2022, meeting must occur by teleconference, videoconference, or other electronic means authorized by the Ralph M. Brown Act or an Executive Order of the Governor of California, the means and methods for participating the meeting shall be posted on the Agenda for said meeting, which shall be posted at least 72 hours prior to the meeting on the City of San Bernardino (www.sbcity.org), and outside of the Bing Wong Auditorium of the Norman F. Feldheym Public Library at 555 W. 6th Street, San Bernardino, California, 92410. A copy of the Agenda will be made available upon request to the San Bernardino City Clerk's office at 909-384-5002; and WHEREAS, written protests have not been filed by fifty percent (50%) or more of the registered voters residing within the CFD No 2019-1, or by fifty percent (50%) or more of the registered voters residing within the territory to be annexed, or by the owners of one-half (1/2) or more of the area within the CFD No. 2019-1, or by the owners of one-half (1/2) or more of the territory to be annexed; and
WHEREAS, the Mayor and City Council has determined that there are fewer than twelve registered voters residing in the territory proposed to be annexed to the CFD No. 2019-1 and that the qualified electors in such territory are the landowners; and WHEREAS, on the basis of all of the foregoing, the City Council has determined at this time to call an election to authorize the annexation of territory to the CFD No. 2019-1 and the levying of a special tax as described in Exhibit A hereto; and WHEREAS, the City Council has received a written instrument from each landowner in the territory proposed to be annexed to the CFD No. 2019-1 consenting to the shortening of election time requirements, waiving analysis and arguments, and waiving all notice requirements relating to the conduct of the election; and
WHEREAS, the City Clerk has concurred in the election date set forth herein.

BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS:

SECTION 1. The above recitals are true and correct and are incorporated herein by this reference.

SECTION 2.Conformation of Finding in Resolution of Intention. The City Council reconfirms all of its findings and determinations as set forth in the Resolution of Intention.

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SECTION 3.Findings Regarding Protests. The City Council finds and determines that written protests to the proposed annexation of territory to the CFD No. 2019-1 and the levy of the special tax within such territory are insufficient in number and in amount under the Act, and the City Council hereby further orders and determines that all such protests are hereby overruled.

SECTION 4.Findings Regarding Prior Proceedings. The City Council finds and determines that all prior proceedings had and taken by the City Council, with respect to the annexation of territory to CFD No. 2019-1, are valid and in conformity with the requirements of the Act.

SECTION 5. Levy of Special Tax. As stated in the Resolution of Intention, except where funds are otherwise available, subject to the approval of the qualified electors of territory proposed to be annexed to CFD No. 2019-1, a special tax sufficient to pay the costs of the Services (including incidental expenses as described in the Resolution of Intention), secured by recordation of a continuing lien against all nonexempt real property in CFD No. 2019-1, will be levied annually in CFD No. 2019-1. The rate and method of apportionment, and manner of collection of the special tax are specified in Exhibit B hereto.

SECTION 6. Apportionment of Tax. The special tax as apportioned to each parcel is based on the cost of making the Services available to each parcel, or other reasonable basis, and is not based on or upon the ownership of real property.

SECTION 7. Tax Roll Preparation. The office of the Public Works Director, 201 North “E” Street, San Bernardino, California, 92401, is hereby designated as the office that will be responsible for annually preparing a current roll of special tax levy obligations by assessor’s parcel number and that will be responsible for estimating future special tax levies pursuant to Government Code section 53340.2. The Public Works Director may cause these functions to be performed by his or her deputies, assistants, or other designated agents.

SECTION 8. Accountability Measures. Pursuant to Section 50075.1 of the California Government Code, the City shall create a separate account into which tax proceeds will be deposited; and the Public Works Director annually shall file a report with the City Council that will state (a) the amount of funds collected and expended and (b) the status of the Services financed in CFD No. 2019-1.

SECTION 9. Special Election; Voting Procedures. The City Council hereby submits the questions of levying the special tax within the territory proposed to be annexed to the qualified electors, in accordance with and subject to the Act. The special election shall be held on October 5, 2022, and shall be conducted as follows:
(a) Qualified Electors. The City Council hereby determines that the Services are necessary to meet increased demands placed upon the City as a result of development occurring within the boundaries of CFD No. 2019-1. Because fewer than twelve registered voters resided within the territory proposed to be annexed to CFD No. 2019-1 on July 7, 2022 (a date within the 90 days preceding the close of the public hearing on the territory proposed to be annexed to CFD No. 2019-1), the qualified electors shall be the landowners within territory proposed to be annexed, and each landowner who was the owner of record at the close of the hearing shall have one vote

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for each acre or portion of an acre of land that such landowner owns within the territory proposed to be annexed to CFD No. 2019-1.
(b) Consolidation of Elections; Combination of Propositions on Ballot. The election on the question of levying the special tax and establishing an appropriations limit for CFD No. 2019-1 shall be consolidated, and the two proportions shall be combined into a single ballot proposition for submission to the voters, as authorized by Government Code Section 53353.5. (c) Mail Ballot Election. Pursuant to Government Code section 53327.5, the election shall be conducted as a mail ballot election. The City Council hereby ratifies the City Clerk’s delivery of a ballot to each landowner within the territory proposed to be annexed to CFD No. 2019-1. The City Council hereby ratifies the form of the ballot, which is attached hereto as Exhibit C.
(d) Return of Ballots. The City Clerk shall accept the ballots of the landowners up to 7:00 p.m. on October 5, 2022. The City Clerk shall have available ballots that may be marked at the City Clerk’s office on the election day by voters. Once all qualified electors have voted, the City Clerk may close the election.
(e) Canvass of Election. The City Clerk shall commence the canvass of the returns of the special election as soon as the election is closed (on October 5, 2022, or when all qualified electors have voted) at the City Clerk’s office. At the conclusion of the canvass, the City Clerk shall declare the results of the election.
(f) Declaration of Results. The City Council shall declare the results of the special election following the completion of the canvass of the returns and shall cause to be inserted into its minutes a statement of the results of the special election as ascertained by the canvass of the returns.

SECTION 10. Filing of Resolution and Map with City Clerk. The City Council hereby directs the City Clerk to file a copy of this resolution and the annexation map of the boundaries of CFD No. 2019-1 in her office.

SECTION 11. The Mayor and City Council finds this Resolution is not subject to the California Environmental Quality Act (CEQA) in that the activity is covered by the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty, as in this case, that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA.

SECTION 12. Severability. If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications, and to this end the provisions of this Resolution are declared to be severable.

SECTION 13. Effective Date. This Resolution shall become effective immediately.

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APPROVED and ADOPTED by the City Council and signed by the Mayor and attested by the City Clerk this ___ day of __________ 2022.

John Valdivia, Mayor
City of San Bernardino
Attest:

Genoveva Rocha, CMC, City Clerk
Approved as to form:

Sonia Carvalho, City Attorney

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CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO) ss

CITY OF SAN BERNARDINO )
I, Genoveva Rocha, CMC, City Clerk, hereby certify that the attached is a true copy of Resolution No. 2022-207, adopted at a regular meeting held on the ___ day of _______ 2022 by the following vote:

Council Members: AYES NAYS ABSTAIN ABSENT
SANCHEZ _____ _____ _______ _______
IBARRA _____ _____ _______ _______
FIGUEROA _____ _____ _______ _______
SHORETT _____ _____ _______ _______
REYNOSO _____ _____ _______ _______
CALVIN _____ _____ _______ _______
ALEXANDER _____ _____ _______ _______
WITNESS my hand and official seal of the City of San Bernardino this ___ day of ____________ 2022.

Genoveva Rocha, CMC, City Clerk

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EXHIBIT A

DESCRIPTION OF PROPOSED TERRITORY TO BE ANNEXED
The City of San Bernardino Community Facilities Dist rict No. 2019-1 (Maintenance Services) (the “CFD No. 2019-1”) Annexation No. 24 is currently comprised of one (1) parcel, located within the City boundaries. The property is identified by the following San Bernardino County Assessor's Parcel Number (APN).

APN Owner Name
0143-191-59 PI Properties LLC

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City of San Bernardino  1
Community Facilities District No. 2019‐1 (Maintenance Services)

EXHIBIT B
RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX FOR
COMMUNITY FACILITIES DISTRICT NO. 2019‐1 (MAINTENANCE SERVICES) OF THE CITY OF SAN BERNARDINO
A Special Tax (the “Special Tax”) shall be levied on and collected from each Assessor’s Parcel (defined below)  in  Community  Facilities  District  No.  2019‐1  (Maintenance  Services)  (the  “CFD  No.  2019‐1”  or “CFD”; defined below), in each Fiscal Year, (defined below), commencing in the Fiscal Year beginning July 1, 2019, in an amount determined by the City Council of the City of San Bernardino, acting in its capacity as the legislative body of CFD No. 2019‐1, by applying the rate and method of apportionment set forth below.   All of the real property in CFD No. 2019‐1, unless exempted by law or by the provisions herein, shall be taxed to the extent and in the manner provided herein.

A. DEFINITIONS
“Acre” or “Acreage” means the land area of an Assessor’s Parcel as shown on any Assessor’s Parcel Map, or if the land area is not shown on the Assessor’s Parcel Map, the land area as shown on the applicable Final Map, or if the area is not shown on the applicable Final Map, the land area shall be calculated by the Administrator.
“Administrative Expenses” means the  actual or reasonably estimated costs  directly related to  the formation, annexation, and administration of CFD No. 2019‐1 including, but not limited to: the costs of computing the Special Taxes and preparing the annual Special Tax collection schedules (whether by the City or designee thereof or both); the costs to the City, CFD No. 2019‐1, or any designee thereof associated  with  fulfilling  the  CFD  No.  2019‐1  disclosure  requirements;  the  costs  associated  with responding to public inquiries regarding the Special Taxes; the costs of the City, CFD No. 2019‐1 or any designee thereof related to an appeal of the Special Tax; and the City's annual administration fees including payment of a proportional  share of salaries and  benefits of any City  employees and City overhead whose duties are related to the administration and third party expenses.   Administrative Expenses shall also include amounts estimated or advanced by the City or CFD No. 2019‐1 for any other administrative purposes of CFD No. 2019‐1, including attorney's fees and other costs related to commencing and pursuing to completion any foreclosure of delinquent Special Taxes. “Administrator” means the City Manager of the City of San Bernardino, or his or her designee. “Approved Property” means all Assessor’s Parcels of Taxable Property that are included in a Final Map that was recorded prior to the March 1 preceding the Fiscal Year in which the Special Tax is being levied, and that have not been issued a building permit on or prior to the March 1 preceding the Fiscal year in which the special tax is being levied.
“Assessor’s Parcel” means a lot or parcel of land that is identifiable by an Assessor’s Parcel Number by the County Assessor of the County of San Bernardino. “Assessor’s Parcel Map” means an official map of the Assessor of the County designating parcels by Assessor’s Parcel Number.
“Assessor’s Parcel  Number”  means  that  identification  number  assigned  to  a  parcel  by  the  County Assessor of the County.

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Community Facilities District No. 2019‐1 (Maintenance Services) “Building Square Footage” or “BSF” means the floor area square footage reflected on the original construction building permit issued for construction of a building of Non‐Residential Property and any Building Square Footage subsequently added to a building of such Taxable Property after issuance of a building permit for expansion or renovation of such building.

“Calendar  Year”  means  the  period  commencing  January  1  of  any  year  and  ending  the  following December 31.

“CFD” or “CFD No. 2019‐1” means the City of San Bernardino Community Facilities District No. 2019‐ 1 (Maintenance Services).

“City” means the City of San Bernardino.

“Contingent
Special Tax B Requirement” means that amount required in any Fiscal Year, if the POA is unable to maintain the Service(s) to: (i) pay the costs of Services incurred or otherwise payable in the Calendar Year commencing in such  Fiscal  Year;  (ii)  fund  an  operating  reserve  for  the  costs of  Services  as determined by the Administrator; less a credit for funds available to reduce the annual Special Tax B (Contingent) levy as determined by the Administrator.

“County” means the County of San Bernardino.

“Developed Property” means all Assessor’s Parcels of Taxable Property for which a building permit for new construction has
been issued on or prior to March 1 preceding the Fiscal Year in which the Special Tax is being levied.

“Exempt Property” means all Assessors’ Parcels designated as being exempt from the Special Tax as provided for in Section G.

“Final Map” means a subdivision of property by recordation of a final map, parcel map, or lot line
adjustment, pursuant to the Subdivision Map Act (California Government Code Section 66410 et seq.) or recordation of a condominium plan pursuant to California Civil Code 1352 that creates individual lots for which building permits may be issued without further subdivision.

“Fiscal Year” means
the period from and including July 1st of any year to and including the following June 30th.

“Land Use Category” or “LUC” means any of the categories contained in Section B hereof to which an Assessor’s  Parcel  is  assigned  consistent  with  the  land  use  approvals  that  have  been  received  or proposed for the Assessor’s Parcel as of March 1 preceding the Fiscal Year in which the Special Tax is being levied.

“Maximum  Special  Tax”  means  either  Maximum  Special  Tax  A  and/or  Maximum  Special  Tax  B (Contingent), as applicable.

“Maximum  Special  Tax  A”  means  the  Maximum  Special  Tax  A,  as  determined  in  accordance  with Section C below that can be levied in any Fiscal Year on any Assessor's Parcel of Taxable Property
within CFD No. 2019‐1.

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Community Facilities District No. 2019‐1 (Maintenance Services) “Maximum  Special  Tax  B  (Contingent)”  means  the  Maximum  Special  Tax  B  (Contingent),  as determined in accordance with Section C below that can be levied in any Fiscal Year on any Assessor's Parcel of Taxable Property within CFD No. 2019‐1.

“Multi‐Family Residential Property” means any Assessor’s Parcel of residential property that consists
of a building or buildings comprised of attached Residential Units sharing at least one common wall with another unit.

“Non‐Residential  Property”  or  “NR” means  all  Assessor's  Parcels  of  Taxable  Property  for  which  a building  permit(s)  was  issued  for  a  non‐residential  use.   The  Administrator  shall  make  the determination if an Assessor’s Parcel is Non‐Residential Property.

“Property Owner’s Association” or “POA” means the property owner’s association or homeowner’s association established to maintain certain landscaping within a Tax Zone.

“Proportionately” means for Taxable Property that is: (i) Developed Property, that the ratio of the actual Special Tax levy
to the Maximum Special Tax is the same for all Parcels of Developed Property with the same Tax Zone, (ii) Approved Property, that the ratio of the actual Special Tax levy to the Maximum Special Tax is the same for all Parcels of Approved Property with the same Tax Zone, and (iii)  Undeveloped  Property  that  the  ratio  of  the  actual  Special  Tax  levy  per  acre  to  the  Maximum Special Tax per acre is the same for all Parcels of Undeveloped Property with the same Tax Zone.

“Residential Unit” or "RU" means a residential unit that is used or intended to be used as a domicile by one or more persons, as determined by the Administrator.

“Residential  Property”  means  all  Assessor’s  Parcels  of  Taxable  Property  upon  which  completed Residential Units have been constructed or for which building permits have been or may be issued for purposes of constructing one or more Residential
Units.

“Service(s)”  means  services  permitted  under  the  Mello‐Roos  Community  Facilities  Act  of  1982 including, without limitation, those services authorized to be funded by CFD No. 2019‐1 as set forth in the documents adopted by the City Council at the time the CFD was formed.

“Single  Family  Residential  Property”
means  any  residential  property  other  than  Multi‐Family Residential Property on an Assessor’s Parcel.

“Special Tax(es)” means the Special Tax A and/or Special Tax B (Contingent) to be levied in each Fiscal Year on each Assessor’s Parcel of Taxable Property.

“Special Tax A” means the annual special tax to be
levied in each Fiscal Year on each Assessor’s Parcel
of Taxable Property to fund the Special Tax A Requirement.

"Special Tax A Requirement" means for each Tax Zone, that amount to be collected in any Fiscal Year to pay for certain costs as required to meet the needs for such Tax Zone of CFD No. 2019‐1 in both the current Fiscal Year and the next Fiscal Year. The costs to be covered shall be the direct costs for maintenance services including but not limited to (i) maintenance and lighting of parks, parkways, streets, roads and open space, (ii) maintenance and operation of water quality improvements, (iii) public street sweeping, (iv) fund an operating reserve for the costs of Services as determined by the Administrator,  and  (v)  Administrative  Expenses.  Under  no  circumstances  shall  the  Special  Tax  A Requirement include funds for Bonds.

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Community Facilities District No. 2019‐1 (Maintenance Services) “Special Tax B (Contingent)” means the Special Tax B (Contingent) to be levied in each Fiscal Year on each  Assessor’s  Parcel  of  Taxable  Property  to  fund  the  Contingent  Special  Tax  B  Requirement,  if required.

"Taxable  Property"  means  all  Assessor’s  Parcels  within  CFD  No.  2019‐1,  which  are  not  Exempt Property.

“Taxable Unit” means a Residential Unit, Building Square Footage, or an Acre. "Tax Zone" means a mutually exclusive geographic area, within which particular Special Tax rates may be levied pursuant to this Rate and Method of Apportionment of Special Tax.  Appendix C identifies the Tax Zone in CFD No. 2019‐1 at formation; additional Tax Zones may be created when property is annexed into the CFD.

"Tax Zone 1" means the specific geographic area identified on the CFD Boundary Map as Tax Zone 1.

"Tract(s)" means an area of land; i) within a subdivision identified by a particular tract number on a
Final Map, ii) identified within a Parcel Map; or iii) identified within lot line adjustment approved for subdivision.

“Undeveloped Property” means, for each Fiscal Year, all Taxable Property not classified as Developed Property or Approved Property.

B. ASSIGNMENT TO LAND USE CATEGORIES
For each Fiscal Year, all Assessor’s Parcels
of Taxable Property within CFD No. 2019‐1 shall be classified as Developed Property, Approved Property, or Undeveloped Property, and shall be subject to the levy of Special Taxes as determined pursuant to Sections C and D below. Assessor’s Parcels of Developed Property and Approved Property shall be classified as either Residential Property or Non‐Residential Property.   Residential  Property  shall  be  further  classified  as  Single  Family  Residential  Property  or Multi‐Family  Residential Property and  the number of Residential  Units shall be determined by  the Administrator.

C. MAXIMUM SPECIAL TAX RATES
For purposes of determining the applicable Maximum Special Tax for Assessor’s Parcels of Developed Property  and  Approved  Property  which  are  classified  as  Residential  Property,  all  such  Assessor’s Parcels shall be assigned the number of Residential Unit(s) constructed or to be constructed thereon as  specified  in  or  shown  on  the  building  permit(s)  issued  or  Final  Map  as  determined  by  the Administrator.  For Parcels of undeveloped property zoned for development of single family attached or  multi‐family  units,  the  number  of  Residential  Units  shall  be  determined  by  referencing  the condominium  plan,  apartment  plan,  site  plan  or  other  development  plan,  or  by  assigning  the maximum allowable units permitted based on the underlying zoning for the Parcel.   Once a single family  attached  or  multi‐family  building  or  buildings  have  been  built  on  an  Assessor's  Parcel,  the Administrator shall determine the actual number of Residential Units contained within the building or buildings, and the Special Tax A levied against the Parcel in the next Fiscal Year shall be calculated by multiplying the actual number of Residential Units by the Maximum Special Tax per Residential Unit identified for the Tract below or as included in Appendix A as each Annexation occurs.

For purposes of determining the applicable Maximum Special Tax for Assessor’s Parcels of Developed Property and Approved Property which are classified as Non‐Residential Property, all such Assessor’s

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Community Facilities District No. 2019‐1 (Maintenance Services) Parcels shall be assigned the number of Building Square Footage or Acres as shown on the Final Map as  determined  by  the  Administrator.   Once  the  Administrator  determines  the  actual  number  of Building  Square  Footage  or  Acres  for  the  Assessor’s  Parcels,  the  Special  Tax  A  levied  against  the Assessor’s  Parcel  in  the  next  Fiscal  Year  shall  be  calculated  by  multiplying  the  number  of  Building Square Footage or Acres by the Maximum Special Tax per Taxable Unit identified for the Tax Zone below or as included in Appendix A as each Annexation occurs.

1.   Special Tax A
a.  Developed Property
(i)  Maximum Special Tax A
The Maximum Special Tax A for each Assessor’s Parcel of Developed Property shall be specific to each Tax Zone within the CFD.  When additional property is annexed into CFD No. 2019‐1, the rate and method adopted for the annexed property shall reflect the Maximum Special Tax A for the Tax Zones annexed and included in Appendix A.   The Maximum Special Tax A for Developed Property for Fiscal Year 2019‐2020 within Tax Zone 1 is identified in Table 1 below:

TABLE 1
MAXIMUM SPECIAL TAX A RATES
DEVELOPED PROPERTY

Tax
Zone   Tract  Land Use Category
Taxable
Unit
Maximum
Special Tax A
1  TR 17170  Single Family Residential Property  RU  $961

(ii)  Increase in the Maximum Special Tax A
On  each  July  1,  commencing  on  July  1,  2020  the  Maximum  Special  Tax  A  for  Developed Property shall increase by i) the percentage increase in the Consumer Price Index (All Items) for  Los  Angeles ‐  Riverside ‐  Orange  County  (1982‐84  =  100)  since  the  beginning  of  the preceding Fiscal Year, or ii) by two percent (2.0%), whichever is greater.

(iii)  Multiple Land Use Categories
In some instances an Assessor's Parcel of Developed Property may contain more than one Land Use Category.   The Maximum Special Tax A that can be levied on an Assessor's Parcel shall be the sum of the Maximum Special Tax A that can be levied for each Land Use Category located on that Assessor's Parcel.  For an Assessor's Parcel that contains more than one land use, the Acreage of such Assessor's Parcel shall be allocated to each type of property based on the amount of Acreage designated for each land use as determined by reference to the site plan approved for such Assessor's Parcel.  The Administrator's allocation to each type of property shall be final.

b.   Approved Property
The Maximum Special Tax A for each Assessor’s Parcel of Approved  Property shall be specific to each Tax Zone within the CFD.  When additional property is annexed into CFD No. 2019‐1, the rate and method adopted for the annexed property shall reflect the Maximum Special Tax A for the Tax Zone annexed and included in Appendix A.  The Maximum Special Tax A for Approved property Fiscal Year 2019‐20 within Tax Zone 1 is identified in Table 2 below:

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Community Facilities District No. 2019‐1 (Maintenance Services) TABLE 2
MAXIMUM SPECIAL TAX A RATES
APPROVED PROPERTY

Tax
Zone   Tract  Land Use Category
Taxable
Unit
Maximum
Special Tax A
1  TR 17170  Single Family Residential  RU  $961

On each July 1, commencing on July 1, 2020 the Maximum Special Tax A for Approved Property shall increase by i) the percentage increase in the Consumer Price Index (All Items) for Los Angeles ‐ Riverside ‐ Orange County (1982‐84 = 100) since the beginning of the preceding Fiscal Year, or ii) by two percent (2.0%), whichever is greater.

c.   Undeveloped Property
The Maximum Special Tax A for each Assessor’s Parcel of Undeveloped Property shall be specific to each Tax Zone within the CFD.  When additional property is annexed into CFD No. 2019‐1, the rate and method adopted for the annexed property shall reflect the Maximum Special Tax A for the Tax Zone annexed and included in Appendix A.  The Maximum Special Tax A for Undeveloped Property for Fiscal Year 2019‐20 within Tax Zone 1 is identified in Table 3 below:

TABLE 3
MAXIMUM SPECIAL TAX A RATES
UNDEVELOPED PROPERTY

Tax Zone  Tracts  Taxable Unit  Maximum Special Tax A
1  TR 17170  Acre  $4,338

On each July 1, commencing on July 1, 2020 the Maximum Special Tax A for Undeveloped Property shall increase by i) the percentage increase in the Consumer Price Index (All Items) for Los Angeles ‐ Riverside ‐ Orange County (1982‐84 = 100) since the beginning of the preceding Fiscal Year, or ii) by two percent (2.0%), whichever is greater.

2.  Special Tax B (Contingent)
The City Council shall levy Special Tax B (Contingent) only in the event the POA defaults in its obligation to maintain the Contingent Services, which default shall be deemed to have occurred, as determined by the Administrator, in each of the following circumstances:

(a) The POA files for bankruptcy;
(b) The POA is dissolved;
(c) The POA ceases to levy annual assessments for the Contingent Services; or (d) The POA fails to provide the Contingent Services at the same level as the City provides similar services and maintains similar improvements throughout the City and within ninety (90) days after written notice from the City, or such longer period permitted by the City Manager, fails to remedy the deficiency to the reasonable satisfaction of the City Council.

a. Developed Property

(i)  Maximum Special Tax B (Contingent)

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Community Facilities District No. 2019‐1 (Maintenance Services) The Maximum Special Tax B (Contingent) for each  Assessor’s Parcel of  Taxable Property is shown in Table 4 and shall be specific  to each  Tax  Zone within the CFD.   When additional property  is  annexed  into  CFD  No.  2019‐1,  the  rate  and  method  adopted  for  the  annexed property shall reflect the Maximum Special Tax B (Contingent) for each Tax Zones annexed and included in Appendix A.  The Maximum Special Tax B (Contingent) for Fiscal Year 2019‐20 within Tax Zone 1 is identified in Table 4 below:

TABLE 4
MAXIMUM SPECIAL TAX B (CONTINGENT) RATES
DEVELOPED PROPERTY

Tax
Zone   Tract  Land Use Category
Taxable
Unit
Maximum Special
Tax B (Contingent)
1  TR 17170  Single Family Residential Property  RU  $0

(ii)  Increase in the Maximum Special Tax B (Contingent) On  each  July  1,  commencing  on  July  1,  2020  the  Maximum  Special  Tax  B  (Contingent)  for Developed Property shall increase by i) the percentage increase in the Consumer Price Index (All Items) for Los Angeles ‐ Riverside ‐ Orange County (1982‐84 = 100) since the beginning of the preceding Fiscal Year, or ii) by two percent (2.0%), whichever is greater.

(iii)  Multiple Land Use Categories
In some instances an Assessor's Parcel of Developed Property may contain more than one Land  Use  Category.   The  Maximum  Special  Tax  B  (Contingent)  that  can  be  levied  on  an Assessor's Parcel shall be the sum of the Maximum Special Tax B (Contingent) that can be levied for each Land Use Category located on that Assessor's Parcel.  For an Assessor's Parcel that contains more than one land use, the Acreage of such Assessor's Parcel shall be allocated to each type of property based on the amount of Acreage designated for each land use as determined  by  reference  to  the  site  plan  approved  for  such  Assessor's  Parcel.   The Administrator's allocation to each type of property shall be final.

b.   Approved Property
The Maximum Special Tax B (Contingent) for each Assessor’s Parcel of Taxable Property is shown in Table 5 and shall be specific to each Tax Zone within the CFD.   When additional property is annexed into CFD No. 2019‐1, the rate and method adopted for the annexed property shall reflect the Maximum Special Tax B (Contingent) for the Tax Zone annexed and included in Appendix A.

The Maximum Special Tax B (Contingent) for Fiscal Year 2019‐20 within the Tax Zone is identified in Table 5 below:

TABLE 5
MAXIMUM SPECIAL TAX B (CONTINGENT) RATES
APPROVED PROPERTY

Tax
Zone   Tract  Land Use Category
Taxable
Unit
Maximum Special
Tax B (Contingent)
1  TR 17170  Single Family Residential Property  RU  $0

On each July 1, commencing on July 1, 2020 the Maximum Special Tax B (Contingent) for Approved Property shall increase by i) the percentage increase in the Consumer Price Index (All Items) for

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Community Facilities District No. 2019‐1 (Maintenance Services) Los  Angeles ‐  Riverside ‐  Orange  County  (1982‐84  =  100)  since  the  beginning  of  the  preceding Fiscal Year, or ii) by two percent (2.0%), whichever is greater.

c.   Undeveloped Property
The Maximum Special Tax B (Contingent) for each Assessor’s Parcel of Taxable Property is shown in Table 6 and shall be specific to each Tax Zone within the CFD.   When additional property is annexed into CFD No. 2019‐1, the rate and method adopted for the annexed property shall reflect the Maximum Special Tax B (Contingent) for the Tax Zone annexed and included in Appendix A.

The Maximum Special Tax B (Contingent) for Fiscal Year 2019‐20 within the Tax Zone is identified in Table 6 below:

TABLE 6
MAXIMUM SPECIAL TAX B (CONTINGENT) RATES
UNDEVELOPED PROPERTY

Tax Zone
Tracts  Taxable Unit
Maximum Special
Tax B (Contingent)
1  TR 17170  Acre  $0

On each July 1, commencing on July 1, 2020 the Maximum Special Tax B (Contingent) for Undeveloped Property shall increase by i) the percentage increase in the Consumer Price Index (All Items) for Los Angeles ‐ Riverside ‐ Orange County (1982‐84 = 100) since the beginning of the preceding Fiscal Year, or ii) by two percent (2.0%), whichever is greater.

D. METHOD OF APPORTIONMENT OF ANNUAL SPECIAL TAX

1.   Special Tax A
Commencing with Fiscal Year 2019‐20 and for each following Fiscal Year, the Council shall determine the Special Tax A Requirement and shall levy the Special Tax A on all Assessor’s Parcels of Taxable Property until the aggregate amount of Special Tax A equals the Special Tax A Requirement for each Tax Zone.  The Special Tax A shall be levied for each Fiscal Year as follows:

First:  The Special Tax A shall be levied Proportionately on all Assessor’s Parcels of Developed
Property within each Tax Zone up to 100% of the applicable Maximum Special Tax to satisfy the Special Tax A Requirement for such Tax Zone;

Second:  If additional moneys are needed to satisfy the Special Tax A Requirement for a Tax Zone after  the  first  step  has  been  completed,  the  Special  Tax  A  shall  be  levied  Proportionately  on  each Parcel  of  Approved  Property  within  such  Tax  Zone  up  to  100%  of  the  Maximum  Special  Tax  A  for Approved Property;

Third:  If additional monies are needed to satisfy the Special Tax A Requirement for a Tax Zone
after the first two steps has been completed, the Special Tax A shall be levied Proportionately on all Assessor’s Parcels of Undeveloped Property within such Tax Zone up to 100% of the Maximum Special Tax A for Undeveloped Property.

2.   Special Tax B (Contingent)
Commencing with Fiscal Year in which Special Tax B (Contingent) is authorized to be levied and for each following Fiscal Year, the City Council shall determine the Contingent Special Tax B (Contingent) Requirement  for  each  Tax  Zone,  if  any,  and  shall  levy  the  Special  Tax  on  all  Assessor’s  Parcels  of

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City of San Bernardino  9
Community Facilities District No. 2019‐1 (Maintenance Services) Taxable Property within such Tax Zone until the aggregate amount of Special Tax B (Contingent) equals the Special Tax B ( Contingent) Requirement for such Tax Zone.  The Special Tax B (Contingent) Shall be levied for each Fiscal Year as follows:

First:  The  Special  Tax  shall  be  levied  Proportionately  on  all Assessor’s  Parcels  of  Developed
Property for a Tax Zone up to 100% of the applicable Maximum Special Tax B (Contingent) to satisfy the Contingent Special Tax B Requirement;

Second:  If additional moneys are needed to satisfy the Contingent Special Tax B Requirement after the first step has been completed, the Special Tax B (Contingent) shall be levied Proportionately on each Parcel of Approved Property within such Tax Zone up to 100% of the Maximum Special Tax B (Contingent) for Approved Property;

Third:  If additional monies are needed to satisfy the Contingent Special Tax B Requirement after the first two steps has been completed, the Special Tax B (Contingent) shall be levied Proportionately on all Assessor’s Parcels of Undeveloped Property within such Tax Zone up to 100% of the Maximum Special Tax B (Contingent) for Undeveloped Property.

E. FUTURE ANNEXATIONS
It is anticipated that additional properties will
be annexed to CFD No. 2019‐1 from time to time.  As
each annexation is proposed, an analysis will be prepared to determine the annual cost for providing Services.  Based on this analysis, the property to be annexed, pursuant to California Government Code section 53339 et seq. will be assigned to the appropriate Maximum Special Tax rate for the Tax Zone when annexed and included in Appendix A.

F. DURATION OF SPECIAL TAX
For each Fiscal Year, the Special Tax A shall be levied as long as the Services are being provided.

For each Fiscal Year, the Special Tax B (Contingent) shall be levied as long as the Contingent Services are being provided.

G. EXEMPTIONS
The City shall classify as Exempt Property within CFD No. 2019‐1, any Assessor’s Parcels; (i) which are owned by, irrevocably offered for dedication, encumbered by or restricted in use by any public entity; (ii) with public or utility easements making impractical their utilization for other than the purposes set forth in the easement; (iii) which are privately owned but are encumbered by or restricted solely for public  uses;  or  (iv)  which  is  in  use  in  the  performance  of  a  public  function  as  determined  by  the Administrator.

H. APPEALS
Any property owner claiming that the amount or application of the Special Taxes are not correct may file a written notice of appeal with the City not later than twelve months after having paid the first installment of the Special Tax that is disputed.  A representative(s) of CFD No. 2019‐1 shall promptly review the appeal, and if necessary, meet with the property owner, consider written and oral evidence regarding  the  amount  of  the  Special  Tax,  and  rule  on  the  appeal.   If  the  representative’s  decision requires that the Special Tax for an Assessor’s Parcel be modified or changed in favor of the property owner, a cash refund shall not be made, but an adjustment shall be made to the Special Tax on that Assessor’s Parcel in the subsequent Fiscal Year(s).

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City of San Bernardino  10
Community Facilities District No. 2019‐1 (Maintenance Services)

I. MANNER OF COLLECTION
The Special Tax shall be collected in the same manner and at the same time as ordinary ad valorem property taxes, provided, however, that CFD No. 2019‐1 may collect the Special Tax at a different time or in a different manner if necessary to meet its financial obligations.

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City of San Bernardino  11
Community Facilities District No. 2019‐1 (Maintenance Services) APPENDIX A

CITY OF SAN BERNARDINO
COMMUNITY FACILITIES DISTRICT NO. 2019‐1 (MAINTENANCE SERVICES)

COST ESTIMATE

Special Tax A Services ‐ The estimate breaks down the costs of providing one year's maintenance services for Fiscal Year 2022‐23.  These services are being funded by the levy of Special Tax A for Community Facilities District No. 2019‐1.

TAX ZONE 25
TR 20494

Item  Description  Estimated Cost
1  Lighting  $200
2  Streets  $1,719
3  Parks  $12,220
4  Graffiti  $525
5  Reserves  $109
6  Admin  $1,716
Total   $16,489

Special Tax B Contingent Services – The estimate in the table below breaks down the costs of providing one year’s contingent maintenance services for Fiscal Year 2022‐23. If necessary, these services will be funded by the levy of Special Tax B (Contingent) for Community Facilities District No. 2019‐1 Tax Zone 25.

TAX ZONE 25 (CONTINGENT SERVICES)
TR 20494

Item  Description  Estimated Cost
1  Drainage   $528
2  Reserves  $79
3  Admin  $1,000
Total   $1,607

TAX ZONE 25
FY 2022‐23 MAXIMUM SPECIAL TAX RATES
DEVELOPED PROPERTY AND APPROVED PROPERTY

Land Use
Category
Taxable
Unit
Maximum
Special Tax A
Maximum
Special Tax B
Single‐Family Residential  RU  $174  $17
Multi‐Family Residential  RU  $174  $17
Non‐Residential Property  Acre  $2,386  $233

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City of San Bernardino  12
Community Facilities District No. 2019‐1 (Maintenance Services)

TAX ZONE 25
FY 2022‐23 MAXIMUM SPECIAL TAX RATES
UNDEVELOPED PROPERTY

Taxable
Unit
Maximum
Special Tax A
Maximum
Special Tax B
Acre  $2,386  $233

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City of San Bernardino  13
Community Facilities District No. 2019‐1 (Maintenance Services) TAX ZONE SUMMARY
Anne
xation
Tax
Zone
Tract
APN
Fiscal
Year
Maximum
Special Tax A
Maximum
Special Tax B  Subdivider
Original  1  17170  2019‐20  $961 / RU  $0 / RU  Santiago Communities, Inc. 1  2  17329  2019‐20  $473 / RU  $0 / RU  JEC Enterprises, Inc. 2  3  PM 19814  2020‐21  $608 / Acre  $0 / Acre  GWS #4 Development, LLC 3  4  0266‐041‐39  2019‐20  $1,136 / Acre  $0 / Acre  Devore Storage Facility, LLC 4  5  TR 20006  2020‐21  $344 / RU  $57 / RU  TH Rancho Palma, LLC 5  6  PM 19701  2020‐21  $1,895 / Acre  $528 / Acre  Strata Palma, LLC 6  7  PM 20112  2020‐21  $3,197 / Acre  $0 / Acre  San Bernardino Medical Center LLC
7  8  TR 20293  2021‐22  $2,913 / Acre  $334 / Acre  ICO Fund VI, LLC 8  9  LM 2019‐021  2021‐22  $815 / Acre  $232 / Acre  TR 2600 Cajon Industrial LLC 9  10  TR 20189  2021‐22  $490 / Acre  $154 / Acre  Central Commerce Center, LLC 10  11  LD 1900086  2021‐22  $1,472 / Acre  $0 / Acre  Lankershim Industrial, LLC 11  12  TR 20305  2022‐23  $175 / Acre  $0 / Acre  Prologis, LP 12  13  LLA 2020‐004  2022‐23  $1,169 / Acre  $0 / Acre  Dreamland Real Estate Holdings 13  14  TR 5907  2022‐23  $2,268 / Acre  $0 / Acre  Magic Laundry Services, Inc. 14  15  0136‐191‐21  2022‐23  $5,277 / Acre  $0 / Acre  Ahmad Family Trust 15  16  TR 20216  2022‐23  $7,089 / Acre  $0 / Acre  Gateway SB, LLC 16  17  TR 20145  2022‐23  $646 / RU  $0 / RU  RCH‐CWI Belmont, LP 17  18  CUP 20‐07  2022‐23  $7,433 / Acre  $0 / Acre  George A. Pearson 18  19  TR 20258  2022‐23  $588 / RU  $0 / RU  RGC Family Trust 19  20  LM 21‐10  2022‐23  $5,284 / Acre  $0 / Acre  170 East 40th Street, LLC 20  21  LM 22‐04  2022‐23  $6,397 / Acre  $0 / Acre  108 Highland, LP 21  To Be Determined
22  23  TR 4592  2022‐23  $847 / Acre  $320 / Acre  1300 E Highland Ave LLC 23  24  LLA 2020‐005  2022‐23  $1,385 / Acre  $978 / Acre  Vone SB, LLC 24  25  TR 20494  2022‐23  $174 / RU  $17 / RU  PI Properties, LLC 25  26  TR 20495  2022‐23  $204 / RU  $45 / RU  Pacific West Company, et al.

ESCALATIO
N OF MAXIMUM SPECIAL TAXES
On each July 1, commencing on July 1, 2020 the Maximum Special Tax shall increase by i) the percentage increase in the Consumer Price Index (All Items) for Los Angeles ‐ Riverside ‐ Orange County (1982‐84 = 100) since the beginning of the preceding Fiscal Year, or ii) by two percent (2.0%), whichever is greater.

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City of San Bernardino  14
Community Facilities District No. 2019‐1 (Maintenance Services) APPENDIX B

CITY OF SAN BERNARDINO
COMMUNITY FACILITIES DISTRICT NO. 2019‐1 (MAINTENANCE SERVICES) DESCRIPTION OF AUTHORIZED SERVICES

The services which may be funded with proceeds of the special tax of CFD No. 2019‐1, as provided by Section 53313 of the Act, will include all costs attributable to maintaining, servicing, cleaning, repairing and/or replacing landscaped areas (may include reserves for replacement) in public street right‐of‐ways, public landscaping, public open spaces and other similar landscaped areas officially dedicated for public use. These services including the following:
(a)     maintenance  and  lighting  of  parks,  parkways,  streets,  roads  and  open  space,  which maintenance and lighting services may include, without limitation, furnishing of electrical power to street lights  and  traffic  signals;  repair  and  replacement  of  damaged  or  inoperative  light  bulbs,  fixtures  and standards; maintenance (including irrigation and replacement) of landscaping vegetation situated on or adjacent to parks, parkways, streets, roads and open space; maintenance and repair of irrigation facilities; maintenance  of  public  signage;  graffiti  removal  from  and  maintenance  and  repair  of  public  structures situated on parks, parkways, streets, roads and open space; maintenance and repair of  playground or recreation program equipment or facilities situated on any park; and

(b)   maintenance and operation of water quality improvements which include storm drainage and flood protection facilities, including, without limitation, drainage inlets, catch basin inserts, infiltration basins, flood control channels, fossil fuel filters, and similar facilities.  Maintenance services may include but  is  not  limited  to  the  repair,  removal  or  replacement  of  all  or  part  of  any  of  the  water  quality improvements,  fossil  fuel  filters  within  the  public  right‐of‐way  including  the  removal  of  petroleum hydrocarbons  and  other  pollutants  from  water  runoff,  or  appurtenant  facilities,  clearing  of  inlets  and outlets; erosion repairs; and cleanup to improvements, and other items necessary for the maintenance, servicing; or both of the water quality basin improvements within flood control channel improvements; and

(c)   public street sweeping, on the segments of the arterials within the boundaries of CFD No. 2019‐1;  as  well  as  local  roads  within  residential  subdivisions  located  within  CFD  No.  2019‐1;  and  any portions adjacent to the properties within CFD No. 2019‐1; and

In addition to payment of the cost and expense of the forgoing services, proceeds of the special tax may
be  expended  to  pay  “Administrative  Expenses,”  as  said  term  is  defined  in  the  Rate  and  Method  of Apportionment.

The above services shall be limited to those provided within the boundaries of CFD No. 2019‐1 or for the benefit of the properties within the boundaries of CFD No. 2019‐1, as the boundary is expanded from time to time by anticipated annexations, and said services may be financed by proceeds of the special tax of CFD No. 2019‐1 only to the extent that they are in addition to those provided in the territory of CFD No. 2019‐1 before CFD No. 2019‐1 was created.

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City of San Bernardino  15
Community Facilities District No. 2019‐1 (Maintenance Services) APPENDIX C

CITY OF SAN BERNARDINO
COMMUNITY FACILITIES DISTRICT NO. 2019‐1 (MAINTENANCE SERVICES) PROPOSED BOUNDARIES AND POTENTIAL ANNEXATION AREA BOUNDARIES

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EXHIBIT C

CITY OF SAN BERNARDINO

COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA
COMMUNITY FACILITIES DISTRICT NO. 2019-1 (MAINTENANCE SERVICES) ANNEXATION NO. 24

(October 5, 2022)
This ballot is for the use of the authorized representative of the following owner of land within Community Facilities District No. 2019-1 (Maintenance Services) (“CFD No. 2019-1”) of the City of San Bernardino:

Name of Landowne
r Number of Acres Owned Total Votes
PI Properties, LLC 10.10 11

According to the provisions of the Mello-Roos Community Facilities Act of 1982, and resolutions of the City Council (the “Council”) of the City of San Bernardino (the “City”), the above-named landowner is entitled to cast the number of votes shown above under the heading “Total Votes,” representing the total votes for the property owned by said landowner. The City has sent the enclosed ballot to you so that you may vote on whether or not to approve the special tax.

This special tax ballot is for the use of the property owner of the parcels identified below, which parcels are located within the territory proposed to form the CFD No. 2019-1, City of San Bernardino, County of San Bernardino, State of California. Please advise the City Clerk, at (909) 384-5002 if the name set forth below is incorrect or if you are no longer one of the owners of these parcels. This special tax ballot may be used to express either support for or opposition to the proposed special tax. To be counted, this special tax ballot must be signed below by the owner or, if the owner is not an individual, by an authorized representative of the owner. The ballot must then be delivered to the City Clerk, either by mail or in person, as follows:

Mail
Delivery: If by mail, place ballot in the return envelope provided, and mail no later than September 21, 2022, two calendar weeks prior to the date set for the election.

Mailing later than this deadline creates the risk that the special tax ballot may not be received in time to be counted.

Personal
Delivery: If in person, deliver to the City Clerk at any time up to 7:00 p.m. on October 5, 2022, at the Clerk’s office at 201 N. “E” Street, Bldg A, City of San Bernardino, CA 92401.

However delivered, this ballot must be received by the Clerk prior to the close of the public meeting on October 5, 2022.

Very truly yours,

Genoveva Rocha, CMC, City Clerk

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TO CAST THIS BALLOT, PLEASE RETURN THIS ENTIRE PAGE.

OFFICIAL SPECIAL TAX BALLOT

Name & Address of Property Owner: Assessor’s Parcel Number(s):

PI Properties, LLC
Attn: Rao Yalamanchili
610 n. Santa Anita Ave.

Arcadia, CA 91006

0143-191-59

CITY OF SAN BERNARDINO

COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA
COMMUNITY FACILITIES DISTRICT NO. 2019-1 (MAINTENANCE SERVICES)

AN “X” OR OTHER MARK WILL CAST ALL VOTES ASSIGNED TO THIS BALLOT

SPECIAL TAX BALLOT MEASURE MARK “YES” OR “NO”
WITH AN “X”:

Shall the City Council of the City of San Bernardino be authorized to levy a special tax on an annual basis at the rates and apportioned as described in Exhibit C to the Resolution Declaring its Intention to Annex territory to Community Facilities District No. 2019-1 (Maintenance Services) adopted by the City Council on July 20, 2022 (the “Resolution”), which is incorporated herein by this reference, within the territory identified on the map entitled “Annexation Map No. 24 of Community Facilities District No. 2019-1 (Maintenance Services) City of San Bernardino” to finance certain services as set forth in Section 4 to the Resolution (including incidental expenses), and shall an appropriation limit be established for the Community Facilities District No. 2019-1 (Maintenance Services) in the amount of special taxes collected?
YES _________

NO _________

Certification for Special Election Ballot

The undersigned is an authorized representative of the above-named landowner and is the person legally authorized and entitled to cast this ballot on behalf of the above-named landowner.

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and that this declaration is executed on ____________, 20__.

PI Properties, LLC
By. Rao Yalamanchili
President

Signature

Print Name

Title

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Resolution No. 2022-208
Resolution No. 2022-208
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RESOLUTION NO. 2022-208

RESOLUTION OF THE MAYOR AND CITY COUNCIL OF

THE CITY OF SAN BERNARDINO, CALIFORNIA

DECLARING ELECTION RESULTS FOR COMMUNITY
FACILITIES DISTRICT NO. 2019-1 (MAINTENANCE
SERVICES) (ANNEXATION NO. 24)
WHEREAS, the Mayor and City Council (the "City Council") of the City of San Bernardino (the "City") has heretofore conducted proceedings for the area proposed to be annexed to Community Facilities District No. 2019-1 (Maintenance Services) (the "CFD No. 2019-1") of the City of San Bernardino, including conducting a public hearing pursuant to Section 53339.5 of the Government Code; and
WHEREAS, the Mayor and City Council adopted a resolution No. 2022-139 holding a public hearing and calling a special election for September 7, 2022; and WHEREAS, the Mayor and City Council has cancelled the September 7, 2022, meeting and therefore on August 17, 2022, adopted Resolution No. 2022-183 amending the date of the public hearing to October 5, 2022; and
WHEREAS, at the conclusion of said public hearing, the Mayor and City Council adopted a Resolution No. 2022-___ calling a special election for October 5, 2022, and submitting to the qualified electors of the territory to be annexed to the CFD No. 2019-1 the question of levying special taxes on parcels of taxable property therein for the purpose of providing certain services which are necessary to meet increased demands placed upon the City as a result of the development of said real property as provided in the form of special election ballot; and WHEREAS, a Certificate of Election Results, attached thereto as Exhibit A, dated October 5, 2022, executed by the City Clerk (or, in the absence of the City Clerk, the Acting City Clerk – in either case, the “Clerk”), has been filed with this Council, certifying that a completed ballot has been returned to the Clerk for each landowner-voter(s) eligible to cast a ballot in said special election, with all votes cast as “Yes” votes in favor of the ballot measure, and further certifying on said basis that the special mailed-ballot election was closed; and WHEREAS, this Council has received, reviewed and hereby accepts the Clerk’s Certificate of Election Results and wishes by this resolution to declare the results of the special mailed-ballot election;

BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS:

SECTION 1.The above recitals are true and correct and are incorporated herein by this reference.

SECTION 2.Ballot Measure. This Council hereby finds, determines and declares that the ballot measure submitted to the qualified electors of the territory to be annexed to CFD No.

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Resolution No. 2022-208
Resolution No. 2022-208
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1 3
2019-1 has been passed and approved by those qualified electors in accordance with Sections 53328 and 53329 of the Government Code.

SECTION 3.Annexation. This Council hereby finds, determines and declares that pursuant to Section 53339.8 of the Government Code, the Mayor and City Council is authorized to determine that the territory to be annexed has been added to and become a part of the CFD No. 2019-1 with full legal effect, and the Mayor and City Council is also authorized, pursuant to said Section 53339.8, to annually levy special taxes within the territory to be annexed to pay the costs of the services to be provided by the CFD No. 2019-1 as specified in Resolution No. 2022-139 adopted by the Mayor and City Council on July 20, 2022. The boundaries of the territory annexed are shown on the map entitled, "Annexation Map No. 24 Community Facilities District No. 2019-1 (Maintenance Services)" a copy of which was recorded, on July 26, 2022, in Book 90 of Maps of Assessment and Community Facilities Districts at Page 46, in the office of the San Bernardino County Recorder.

SECTION 4.Notice of Special Tax Lien. Pursuant to Section 53339.8 of the Government Code and Section 3117.5 of the Streets and Highways Code, the City Clerk shall cause to be filed with the County Recorder of the County of San Bernardino an amendment of the notice of special tax lien and a map of the amended boundaries of the CFD No. 2019-1 including the annexed territory.

SECTION 5. The Mayor and City Council finds this Resolution is not subject to the California Environmental Quality Act (CEQA) in that the activity is covered by the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty, as in this case, that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA.

SECTION 6. Severability. If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications, and to this end the provisions of this Resolution are declared to be severable.

SECTION 7. Effective Date. This Resolution shall become effective immediately.

APPROVED and ADOPTED by the City Council and signed by the Mayor and attested by the City Clerk this ___ day of __________ 2022.

John Valdivia, Mayor
City of San Bernardino
Attest:

Genoveva Rocha, CMC, City Clerk

Packet Pg. 557

Resolution No. 2022-208
Resolution No. 2022-208
3 of 3
1 0
1 3
Approved as to form:

Sonia Carvalho, City Attorney

Packet Pg. 558

Resolution No. 2022-208
Resolution No. 2022-208
4 of 3
1 0
1 3

CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO) ss

CITY OF SAN BERNARDINO )
I, Genoveva Rocha, CMC, City Clerk, hereby certify that the attached is a true copy of Resolution No. 2022-208, adopted at a regular meeting held on the ___ day of _______ 2022 by the following vote:

Council Members: AYES NAYS ABSTAIN ABSENT
SANCHEZ _____ _____ _______ _______
IBARRA _____ _____ _______ _______
FIGUEROA _____ _____ _______ _______
SHORETT _____ _____ _______ _______
REYNOSO _____ _____ _______ _______
CALVIN _____ _____ _______ _______
ALEXANDER _____ _____ _______ _______
WITNESS my hand and official seal of the City of San Bernardino this ___ day of ____________ 2022.

Genoveva Rocha, CMC, City Clerk

Packet Pg. 559

EXHIBIT A

CITY OF SAN BERNARDINO
COMMUNITY FACILITIES DISTRICT NO. 2019-1 (MAINTENANCE SERVICES) ANNEXATION NO. 24

CERTIFICATE OF ELECTION RESULTS
I, the undersigned, being the City Clerk or the Acting City Clerk, as the case may be, hereby certify:

In connection with the special mailed-ballot election called by the City Council (the “City Council”) of the City of San Bernardino (the “City”) on this same date in the proceedings of the City Council for the annexation of territory to the above-entitled community facilities district, I personally received (a) a signed and dated waiver and consent form and (b) a signed, dated and marked election ballot(s) on behalf of the owner(s) listed below, the entity named as the sole landowner of the land within the boundary of the above-entitled community facilities district in the Certificate Regarding Registered Voters and Landowners, dated July 7, 2022, and on file in the office of the City Clerk of the City in connection with the City Council actions on that date. Copies of the completed waiver and consent form and the completed ballot received by me and on file in my office are attached hereto.

Following such receipt, I have personally, and in the presence of all persons present, reviewed the ballot to confirm that it is properly marked and signed, and I hereby certify the result of that count to be that the ballot was cast in favor of the measure.

Based upon the foregoing, all votes that were cast having been cast “Yes”, in favor of the ballot measure, the measure has therefore passed.

Landowner
Qualified
Landowner Votes Votes Cast YES NO
PI Properties, LLC 11 11
I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and that this declaration is executed on ____________, 2022.

Genoveva Rocha, CMC
City Clerk
City of San Bernardino
By:

(Attach completed copies of Waiver/Consent and Ballot)

Packet Pg. 560

Ordinance No. MC-1597
1 1
0 1
5 ORDINANCE NO. MC-1597

AN ORDINANCE OF THE MAYOR AND CITY COUNCIL

OF THE CITY OF SAN BERNARDINO, CALIFORNIA,
AMENDING ORDINANCE NO. MC-1522 AND LEVYING

SPECIAL TAXES TO BE COLLECTED DURING FISCAL
YEAR 2022-2023 TO PAY THE ANNUAL COSTS OF THE

MAINTENANCE AND SERVICING OF LANDSCAPING,

LIGHTING, WATER QUALITY IMPROVEMENTS,

GRAFFITI, STREETS, STREET SWEEPING, PARKS AND

TRAIL MAINTENANCE, A RESERVE FUND FOR

CAPITAL REPLACEMENT, AND ADMINISTRATIVE

EXPENSES WITH RESPECT TO CITY OF SAN
BERNARDINO COMMUNITY FACILITIES DISTRICT NO.
2019-1 (MAINTENANCE SERVICES)
WHEREAS, the Mayor and City Council (the "City Council") of the City of San Bernardino (the "City") has heretofore adopted Resolution No. 2019-81, stating that a community facilities district to be known as "City of San Bernardino Community Facilities District No. 2019-1 (Maintenance Services), County of San Bernardino, State of California" (the "Community Facilities District"), is proposed to be established under the provisions of Chapter 2,5 (commencing with Section 53311) of Part 1 of Division 2 of Title 5 of the California Government Code, commonly known as the "Mello-Roos Community Facilities Act of 1982" (the "Act"), and fixing the time and place for a public hearing on the formation of the Community Facilities District; and
WHEREAS, notice was published and mailed to the owners of the property in the Community Facilities District as required by law relative to the intention of the City Council to establish the Community Facilities District and the levy of the special taxes therein to provide certain services, and of the time and place of said public hearing; and WHEREAS, on October 5, 2022, at the time and place specified in said published and mailed notice, the City Council opened and held a public hearing as required by law relative to the formation of the Community Facilities District, the levy of the special taxes therein and the provision of services by the Community Facilities District; and WHEREAS, at the public hearing all persons desiring to be heard on all matters pertaining to the formation of the Community Facilities District, the levy of the special taxes and the provision of services therein were heard, and a full and fair hearing was held; and WHEREAS, subsequent to said hearing, the City Council adopted resolutions entitled "Resolution of the City Council of the City of San Bernardino Establishing Calling An Election for the Purpose of Submitting the Question of the Levy of the Proposed Special Tax to the Qualified Electors of the Proposed Community Facilities District; Authorizing the Levy of Special Taxes; and Establishing the Appropriations Limit for the Proposed Community Facilities District" (the "Resolution of Formation") which resolution established the Community Facilities District, authorized the levy of a special tax within the District, and called an election within the District on

Packet Pg. 561

Ordinance No. MC-1597
2 1
0 1
5 the proposition of levying a special tax, and establishing an appropriations limit within the District; and
WHEREAS, an election was held within the Community Facilities District in which the sole eligible landowner elector approved said propositions by more than the two-thirds vote required by the Act.

THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO DO ORDAIN AS FOLLOWS:

SECTION 1.Findings. It is necessary that the City Council of the City of San Bernardino levy special taxes pursuant to Sections 53340 of the Government Code to provide and finance the costs of certain types of services, and related costs within the Community Facilities District, including (i) the maintenance and servicing of landscaping, lighting, water quality improvements, graffiti, streets, street sweeping, and park maintenance, (ii) a reserve fund for capital replacement, and (iii) administrative expenses, all as more completely described in Exhibit "A" to Resolution No. 2019-81, attached hereto and by this reference made a part hereof.

SECTION 2.Levy of Special Taxes. Special taxes shall be and are hereby levied for the Fiscal Year 2022-2023, and each Fiscal Year thereafter, on all parcels of real property within the District which are subject to taxation, which are identified in Exhibit "B" attached hereto. Pursuant to said Section 53340, such special taxes shall be collected in the same manner as ordinary ad valorem property taxes are collected and shall be subject to the same penalties and the same procedure, sale, and Lien priority in case of delinquency as is provided for ad valorem taxes.

SECTION 3.Transmittal to County. The City Clerk shall immediately following adoption of this ordinance transmit a copy hereof to the Board of Supervisors and the County Auditor of the County of San Bernardino together with a request that the special taxes as levied hereby be collected on the tax bills for the parcels identified in Exhibit "B" hereto, along with the ordinary ad valorem property taxes to be levied on and collected from the owners of said parcels.

SECTION 4.Authorization to Publish Ordinance. City Clerk of the City of San Bernardino shall certify to the adoption of this Ordinance and cause publication to occur in a newspaper of general circulation and published and circulated in the City in a manner permitted under section 36933 of the Government Code of the State of California.

SECTION 5.Effective Date. This ordinance shall become effective thirty (30) days after its adoption.

APPROVED and ADOPTED by the City Council and signed by the Mayor and attested by the City Clerk this ____ day of _______, 2022.

John Valdivia, Mayor
City of San Bernardino

Packet Pg. 562

Ordinance No. MC-1597
3 1
0 1
5 Attest:

Genoveva Rocha, CMC, City Clerk
Approved as to form:

Sonia Carvalho, City Attorney

Packet Pg. 563

Ordinance No. MC-1597
4 1
0 1
5 CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO) ss

CITY OF SAN BERNARDINO )
I, Genoveva Rocha, CMC, City Clerk, hereby certify that the attached is a true copy of Ordinance No. MC-1597, introduced by the City Council of the City of San Bernardino, California, at a regular meeting held the ____ day of ______, 2022. Ordinance No. MC-1597was approved, passed and adopted at a regular meeting held the ____ day of ______, 2022 by the following vote:

Council Members: AYES NAYS ABSTAIN ABSENT
SANCHEZ _____ _____ _______ _______
IBARRA _____ _____ _______ _______
FIGUEROA _____ _____ _______ _______
SHORETT _____ _____ _______ _______
REYNOSO _____ _____ _______ _______
CALVIN _____ _____ _______ _______
ALEXANDER _____ _____ _______ _______
WITNESS my hand and official seal of the City of San Bernardino this ____ day of _____, 2022.

Genoveva Rocha, CMC, City Clerk

Packet Pg. 564

EXHIBIT A

DESCRIPTION OF AUTHORIZED SERVICES
The services which may be funded with proceeds of the special tax of CFD No. 2019-1, as provided by Section 53313 of the Act, will inc lude all costs attribut able to maintaining, servicing, cleaning, repairing and/or replacing landscaped areas (may include reserves for replacement) in public street right-of-ways, public landscaping, public open spaces and other simila r landscaped areas officially dedicated for public use. These services including the following:
(a) maintenance and lighting of parks, parkways , streets, roads and open space, which maintenance and lighting services may inc lude, without lim itation, furnishing of electrical power to street lights and traffic signals; repair and replacement of damaged or inoperative light bulbs, fixtures and standards; maintenance (including irrigation and replacement) of landscaping vegetation s ituated on or adjacent to parks, parkways, streets, roads and open space; maintenance and repair of irrigation facilities; maintenance of public signage; graffiti removal fr om and maintenance and repair of public struc tures situated on parks, parkway s, streets, roads and open space; maintena nce and repair of playground or recreation program equipment or facilities situated on any park; and (b) maintenance and operation of water qualit y improvements which include storm drainage and flood protection facilities, including, without limitation, drainage inlets, catch basin inserts, infiltration basins, flood control channels, fossil fuel filters, and similar facilities. Maintenance services may include but is not limited to the repair, removal or replac ement of all or part of any of the water quality improvements, fossil fuel filters within the public right-of-way including the removal of petroleum hydrocarbons and other pollutants from water runoff, or appur tenant facilities, clearing of inle ts and outlets; erosion repairs; and cleanup to improvements, and other it ems necessary for the maintenance, servicing; or both of the water quality basin improvements within flood control channel improvements; and (c) public street sweeping, on the segments of the arterials within the boundaries of CFD No. 2019-1; as well as local roads within residential s ubdivisions located within CFD No. 2019-1; and any portions adjacent to the properties within CFD No. 2019-1.

In addition to payment of the cost and expense of the forgoing services, proceeds of the special tax may be expended to pay “Administrative Expenses,” as said term is defined in Exhibit B to this resolution of intention.

The above services shall be limited to those provided within the boundaries of CFD No. 2019-1 or for the benefit of the properties within the boundaries of CFD No. 2019-1, as the boundary is expanded from time to time by anticipated annexations, and said services may be financed by proceeds of the special tax of CFD No. 2019-1 only to the extent that they are in addition to those pr ovided in the territory of CFD No. 2019-1 before CFD No. 2019-1 was created.

Packet Pg. 565

EXHIBIT B
COMMUNITY FACILITIES DISTRICT NO. 2019-1 (MAINTENANCE SERVICES) SPECIAL TAX FISCAL YEAR 2022-23
(Effective as of October 19, 2022)

ASSESSOR'S PARCEL NUMBERS
Annexation Owner Assessor's Parcel Numbers
Original Formation Cauffman Family Trust 4/20/98
0142-811-01 thru -13 and
0142-811-14
Cauffman Family Trust 5/4/11 0142-041-52
1 17329, LLC 0261-031-10, -13, 0261-771-01
thru -29 and 0348-111-52
2 GWS #4 Development, LLC 0141-431-24
3 Devore Stora ge Facility, LLC 0266-041-39
4 TH Rancho Palma, LLC
0261-761-01 thru -65 and
0261-762-01 thru -72
5 Strata Palma, LLC 0261-182-41
6 San Bernardino Medical Ce nter, LLC 0147-114-20 and -21 7 ICO Fund VI, LLC
0281-441-01 thru -56 and
0281-442-01 thru -55
8 TR 2600 Ca jon Industrial LLC 0148-122-04
9 Central Commerce Center, LLC 0280-151-29
10 Lankershim Industrial, LP 1192-311-01
11 Prologis, LP
0137-011-01, -31, 0137-051-27,
0137-052-46, 0274-011-11, -12, -
34, -35, -42, -43
12 Dreamland Real Estate Holdin gs 0281-061-35
13 Ma gic Laundry Services, Inc. 0141-282-05 and -06
14 Ahmad Famil y Trust 0136-191-21
15 Gatewa y SB, LLC 0134-054-33, -40, -44
16 RCH-CWI Belmont, LP 0261-712-01 thru -16
17 Geor ge A. Pearson 0142-212-18
18 RGC Famil y Trust 0142-325-04
19 170 East 40 th Street, LLC 0154-242-22 and -23
20 108 Hi ghland, LP 0150-221-78
21 To Be Determined
22 1300 E Hi ghland Ave LLC 0150-471-04, -05, -06, -07, -08 23 Vone SB, LLC 0272-161-17 and -18
24 PI Properties, LLC 0143-191-59
25 Pacific West Company, Chenmei
Cheng, Ann C. Lau, and Hanhsing Li 0285-211-05, -21, -22, -23, -25

Packet Pg. 566

1. The undersigned requests that the City Council of the City of San Bernardino, initiate and conduct proceedings pursuant to the Mello-Roos Community Facilities Act of 1982 (the “Act”) (Government Code Section 53311 et seq.), to annex territory into Communi ty Facilities District No. 2019-1 (Maintenance Services) (the “Community Facilities District”) of the property described below and consents to the annual levy of special taxes on such property to pay the costs of services to be provided by the community facilities district.

2. The undersigned requests that the community facilities district provide any services that are permitted under the Act including, but not limited to, all necessary service, operations, administration and maintenance required to keep the landscape lighting, street lighting, traffic signals, flood control facilities, ground cover, shrubs, plants and trees, irrigation system s, graffiti removal, sidewalks and masonry walls, fencing entry monuments, tot lot equipment and associat ed appurtenant facilities within the district in a healthy, vigorous and satisfactory working condition.

3. The undersigned hereby certifies that as of the date indicated opposite its signature, it is the owner of all the property within the propos ed boundaries of the Community Facilities District as described in Exhibit A hereto and as shown on the map Exhibit B hereto.

4. The undersigned requests that a special election be held under the Act to authorize the special taxes for the proposed community facilities district. The undersigned waives any requirement for the mailing of the ballot for the special election and expressly agrees that said election may be conducted by mailed or hand-delivered ballot to be returned as quickly as possible to the designated election official, being the office of the City Clerk and t he undersigned request that the result s of said election be canvassed and reported to the City Council at the same meeting of the City Council as the public hearing on the creation of the Community Facilities District or at the next available meeting.

5. Pursuant to Sections 53326(a) and 53327( b) of the Act, the undersigned expressly waives all applicable waiting periods for the election and waives the requirement for analysis and arguments relating to the special election, and consents to not ha ving such materials provided to the landowner in the ballot packet, and expressly waives any requirements as to the form of the ballot. The undersigned expressly waives all notice requirements relating to hearings and special elections (except for published notices required by the Act), and whether such requirements are found in the California Elections Code, the California Government Code or other laws or procedures, incl uding but not limited to any notice provided for by compliance with the provisions of Section 4101 of the California Elections Code.

6. The undersigned hereby consents to and expr essly waives any and all claims based on any irregularity, error, mistake or departure from the provisions of th e Act or other laws of the State and any and all laws and requirements inco rporated therein, and no step or action in any proceeding relative to annexing territory into Community Facilities District No. 2019-1 of the portion of the incorporated area of the

PETITION TO THE CITY COUNCIL OF THE CITY OF SAN BERNARDINO

REQUESTING ANNEXING TERRITORY INTO A COMMUNITY FACILITIES DISTRICT NO. 2019-1 OF THE CITY OF SAN BERNARDINO AND A WAIVER WITH RESPECTS

TO CERTAIN PROCEDURAL MATTERS UNDER THE MELLO-ROOS COMMUNITY FACILITIES ACT OF 1982 AND CONSENTING TO THE LEVY OF SPECIAL TAXES

THEREON TO PAY THE COSTS OF SERVICES TO BE PROVIDED BY THE

COMMUNITY FACILITIES DISTRICT

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Packet Pg. 569

Packet Pg. 570

Public Hearing
CFD No. 2019-1 Annexation No. 24:

TR 20494 (PI Properties, LLC)
Presented by Alex Qishta, City Engineer

Packet Pg. 571

Public Hearing on CFD 2019-1 Annexation No. 24
Recommended Action:

1. CITY COUNCIL INITIATE ANNEXATION OF TERRITORY TO CITY OF SAN BERNARDINO COMMUNITY FACILITIES DISTRICT NO. 2019-1 (MAINTENANCE SERVICES) ("CFD NO. 2019-1" OR "CFD") BY TAKING THE FOLLOWING ACTIONS:

A. HOLD PUBLIC HEARING,
B. ADOPT A RESOLUTION CALLING THE ELECTION,
C. HOLD A SPECIAL LANDOWNER ELECTION AND CANVASS THE ELECTION, D. ADOPT A RESOLUTION DECLARING RESULTS OF SPECIAL LANDOWNER ELECTION; AND

2. UPON APPROVAL OF THE PRECEDING RESOLUTIONS, INTRODUCE AN ORDINANCE AMENDING ORDINANCE NO. MC-1522 AND LEVYING AND APPORTIONING THE SPECIAL TAX IN CFD NO. 2019-1 (AS IT NOW EXISTS AND WILL EXIST IN THE FUTURE); AND

3. SCHEDULE THE ADOPTION OF THE AMENDED ORDINANCE FOR OCTOBER 19, 2022.

Packet Pg. 572

Public Hearing on CFD 2019-1 Annexation No. 24
Discussion
• The Property Owner, PI Properties, LLC, has requested the City assist them in annexing territory into CFD No. 2019-1 to cover the costs associated with the maintenance of Public Improvements.
• The area proposed within Annexation No. 24 includes one parcel, APN 0143-191-59. • On July 20, 2022 the City Council adopted Resolution No. 2022-139, a Resolution of Intention to annex these properties into CFD No. 2019-1 and to hold the Public Hearing on September 7, 2022.
• On August 17, 2022 the City Council adopted Resolution No. 2022-183, amending the previous resolution, due to the City Council cancelling the September 7, 2022 meeting; electing to instead hold a Public Hearing on October 5, 2022. The property owner consented to waiving certain time restrictions and conduct the election the same night.

Packet Pg. 573

Public Hearing on CFD 2019-1 Annexation No. 24
Discussion (Cont.)
• The proposed maximum annual tax of $174 per unit will be included in CFD No. 2019-1 as Tax Zone 25.
• The maximum annual tax is proposed to escalate each year at the greater of Consumer Price Index (CPI) or 2%.

Packet Pg. 574

Public Hearing on CFD 2019-1 Annexation No. 24
Discussion (Cont.)
• The services, which may be funded with proceeds of the special tax include:
• All costs attributable to Maintenance of median landscaping and other public improvements installed within the public rights-of-way
• Public lighting including street lights and traffic signals, • Maintenance of streets, including pavement management, and street sweeping, • Maintenance and operation of water quality improvements including storm drainage and flood protection facilities
• In addition to the costs of the forgoing services, proceeds of the special tax may be expended to pay administrative expenses and for the collection of reserve funds.

Packet Pg. 575

Project Location

Packet Pg. 576

Public Hearing on CFD 2019-1 Annexation No. 24
Fiscal Impact
• It is anticipated that at build-out the total Special Tax revenues to pay for maintenance costs will be
approximately $16,489. All costs associated with the
annexation is borne by the Developer. There is no fiscal impact to the City’s General Fund.

Packet Pg. 577

Questions?

Packet Pg. 578

20TH ST

MEDICAL
CENTER
DR

HIGHLAND AVE
·|}þ210
^_ ·|}þ259
·|}þ18
·|}þ210
§¨¦
215
£¤66
£¤66

MILL ST
16TH ST

SPRUCE ST

SIERRA W
AY
W
ATERM
AN AVE

NINTH ST

CAMPUS WAY
2ND ST

MAGNOLIA AVE

ORANGE SHOW RD
4TH ST

RANCHO AVE
17TH ST

BASE LINE ST

SECOND ST

PEPPER AV
CFD NO. 2019-1 (MAINTENANCE SERVICES)
ANNEXATION NO. 24

PROJECT MAP

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8 0
4 CONSENT CALENDAR
City of San Bernardino
Request for Council Action
Date: October 5, 2022
To: Honorable Mayor and City Council Members
From: Robert D. Field, City Manager;
Kris Watson, Director of Animal Services
Department: Animal Services
Subject: Purchase Authorization and Multiple Year Contract with HLP, Inc. for Animal Shelter Software Services
Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California:

1.Authorize the City Manager to execute a Professional Services Agreement with HLP Inc., for animal shelter software services from July 1, 2022 through June 30, 2025; and

2. Authorize the Agency Director of Administrative Services to issue a purchase order to HLP Inc., in an amount not to exceed $150,000 over the three-year period of the contract.

Background
The Animal Services Department has been utilizing HLP, Inc.’s Chameleon Animal Shelter Software since March of 2003. The Chameleon Software system is an all- encompassing animal shelter database, allowing agencies to enter and track animal impounds, veterinary treatment, medication, field activities, dispatch, bite reports, citations, licensing as well as monies received for services.

Chameleon is utilized by most animal services departments in Southern California, including San Bernardino County, Riverside County, Orange County, Los Angeles

Packet Pg. 580

8 0
4 County, Ventura County, San Diego County as well as the cities of Los Angeles, Irvine, Burbank, Rancho Cucamonga, San Francisco, Upland and Redlands. The widespread utilization of this software allows us to share reports and data across agencies in the region and nationally at no cost to the Department.

Discussion
Chameleon Software is used in all aspects of work in the Department. Through the database, staff can track every contact our Department has with an animal and/or their owner. When animals are impounded into our system, their picture and information automatically appear on two websites (www.24petconnect.com and www.petfinder.com) in addition to the City’s website. This allows owners and potential adopters from outside the City to view the animals at the shelter, increasing opportunities for owners to find their lost pets and adoption for those searching for a new pet. The Department contracts with Chameleon to provide the ability for residents to purchase and renew their dog’s licensing online through our website. Additionally, Chameleon registers microchips to new or existing owners on a nightly basis through our database, so that staff no longer needs to rely on owners to complete the microchip registration and mail it to the microchip company.

There are currently no comparable products in the shelter software market that allow for the same depth of detail and integration of data and processes that HLP, Inc. offers through Chameleon. Support for the database, including data back-up are provided by HLP, inc. with the contract. The staff at HLP, Inc. are quick to respond to staff inquiries and offer on-line tutorials for their product.

This software is crucial to the work we do daily. To further increase our department’s efficiency, we are seeking approval to enter a multiple year contract in lieu of creating a new contract annually. Although the total amount of the quote for a three-year period comes to $127,563.00, we are seeking a not to exceed amount of $150,000.00 to cover any additional WebChameleon licenses needed by the department as well as any potential increase in WebLicensing transactions over the course of the contract.

At the end of the contract period, the Department will again evaluate the shelter software market for comparable products.
2021-2025 Strategic Targets and Goals
The request for this multiple year contract aligns with Strategic Goal No.1: Improved Operational & Financial Capacity. The ability to establish a contract for a period longer than one fiscal year will improve organizational efficiency and effectiveness Fiscal Impact
The funds for the Chameleon software program have been included in the department’s FY 2022/23 operating budget.

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8 0
4 Conclusion
It is recommended that the Mayor and City Council of the City of San Bernardino, California:

1.Authorize the City Manager to execute a Professional Services Agreement with HLP Inc., for animal shelter software services from July 1, 2022 through June 30, 2025; and

2. Authorize the Agency Director of Administrative Services to issue a purchase order to HLP Inc., in an amount not to exceed $150,000 over the three-year period of the contract.

Attachments
Attachment 1 - San Bernardino Professional Software Services Agreement with HLP, 2022-2025
Attachment 2 – Exhibit C – Chameleon Software License Agreement Attachment 3 - HLP Quote 2022-2025
Ward:

All Wards
Synopsis of Previous Council Actions:

March 3, 2021 Purchase of Chameleon’s On-Line Pet Licensing product (Weblicensing) at Mid-year, enabling residents to purchase their pet’s license through the City’s website.

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- 1 -

PROFESSIONAL SOFTWARE SERVICES AGREEMENT

BETWEEN THE CITY OF SAN BERNARDINO

AND HLP, INC

1. PARTIES AND DATE.

This Agreement is made and entered into this July 1, 2022, by and between the CITY OF SAN BERNARDINO, a charter city and municipal corporation (“City”) and HLP, INC, a CORPORATION with its principal place of business at 9888 W Belleview Ave #110 Littleton, CO 80123 (“Vendor”). Vendor is registered with the State of California and permitted to conduct the types of sales and business services included in this Agreement.

City and Vendor are sometimes individually referred to as “Party” and collectively as “Parties.”

2. RECITALS.

2.1 City. City is a public agency of the State of California and is in need of professional software services for the following project:

Shelter Software (hereinafter referred to as “the Project”)

2.2 Vendor. Vendor desires to perform and assume responsibility for the provision of certain professional services including, but not limited to, software programming and on-going maintenance services as required by the City on the terms and conditions set forth in this Agreement. Vendor represents that it is experienced in providing Shelter Software projects to public agency clients, is licensed in the State of California, and is familiar with the computing environment of the City.

2.3 Grant of License. Vendor hereby represents and warrants to City that Vendor is the owner of the Application Software, as defined herein, or otherwise has the right to grant to City the rights to use of the Application Software, as set forth in this Agreement and the attached License Agreement.

2.4 Project. City desires to engage Vendor to render such services for the Shelter Software project (“Project”) as set forth in this Agreement.

2.5 Hardware Specifications. The Parties acknowledge and agree that the City has or will be purchasing certain hardware necessary for the proper operation of the System, defined below, in reliance on the recommendations and specifications to be provided by Vendor.

3. DEFINITIONS

3.1 Acceptance. The term Acceptance as used in this Agreement shall refer to a thirty (30) day period following notification by the Vendor that the Application Software or any component or element thereof is ready for use. During this period, the City will

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3 test the System and if no Defects are reported, that component or element of the Application Software will be deemed Accepted. If Defects are reported, the Vendor will correct the Defect and a new Acceptance period will begin once the City has been notified by the Vendor.

3.2 Application Software. The term Application Software as used in this Agreement shall refer to the collection of software programs (i.e. executable code) provided to the City by Vendor that will perform the set of functions described in the Exhibit “B”.

3.3 Custom Software. The term Custom Software is computer programs developed under this Agreement that extends the functionality of the Application Software to include features specified or required as part of this Project and under this Agreement not originally part of the Vendor’s baseline or prior version of the Application Software.

3.4 Defect. The term Defect as used in this Agreement shall refer to any error or malfunction in the operation of the System under this Agreement that prevents the City or its agents or employees from using the Application Software to perform the features and functions proposed in Exhibit “A”.

3.5 Delivery. The term Delivery related to software shall mean the transfer and receipt (electronically) of the Application Software to the designated, City approved computing environment. Delivery of professional Services, as used in this Agreement, shall mean that the City’s designated agent under this Agreement has signed off on a given task or work order.

3.6 Final Acceptance. The term Final Acceptance as used in this Agreement shall be used to refer to the thirty (30) day period following the complete Acceptance and operation in productive use of all the components and elements of the System that is free of Defects. If Defects are reported by the City, the Vendor will correct the Defect(s) and notify the City after which a new Final Acceptance period will begin.

3.7 Installation. The term Installation as used in this Agreement shall refer to the loading of executable code necessary for the operation of the Application Software on one of the computing environments designated herein with the Platform Software.

3.8 License Agreement. The term License Agreement as used in this Agreement shall mean the license agreement(s) for the Application Software attached hereto as Exhibit “D”.

3.9 On-going Maintenance and Support Services. The term On-going Maintenance and Support Services as used in this Agreement shall mean those Services required for on-going Application Software maintenance and support.

3.10 Platform Software. The term Platform Software shall mean all of the server and client operating systems, utilities, objects, database software, and any 3 rd Party software necessary to operate the Application Software as required by this Agreement.

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3 3.11 Project. The term Project as used in this Agreement shall refer to all of the materials, labor and Services required to deliver the System.

3.12 Project Deliverables. The term Products as used in this Agreement shall refer to, collectively, the Application Software, Custom Software, Platform Software, Updates, Source Code and any other products, including intellectual property, provided by Vendor under this Agreement, as more specifically set forth in Exhibit “A”.

3.13 Project Services. The term Project Services as used in this Agreement shall mean those Services to be provided by Vendor in order to complete the Project, through Final Acceptance.

3.14 Services. The term Services as used in this Agreement shall mean, collectively, the Project Services and the On-going Maintenance and Support Services.

3.15 Source Code. The term Source Code as used in this Agreement shall refer to all programming language code, objects, stored procedures, utilities, and compilers necessary to generate executable code for all of the Application Software and Custom Software provided under this Agreement, including all user, technical and system documentation necessary for a reasonable person to understand how to operate all elements of the System.

3.16 System. The term System shall be used in this Agreement to refer to the collection of software, firmware, operating system, database system, hardware and peripherals necessary to operate the Application Software to perform the functions specified in Exhibit “A”.

3.17 Update. The term Update shall be used in this Agreement to refer to any bug fix, patch, enhancement, error correction, revision, performance improvement, new version, added features to or replacement of the Application Software, or any component or element thereof, designed to perform the same functions as the Application Software on any Platform Software or computing environment.

4. TERMS.

4.1 Incorporation of Documents and Recitals; Order of Precedence. The attached exhibits and the recitals set forth above are incorporated into this Agreement by reference as though fully set forth herein.

4.2 Scope of Services and Term.

4.2.1 General Scope of Services. Vendor promises and agrees to furnish to the City all labor (technical consulting, training, programming, etc.), software, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply Chameleon Software Products necessary for the Project. All hardware, platform software, and Crystal Reports software will be provided by City. The Project is more particularly described in Exhibit “A” (Statement of Work) attached hereto

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3 and incorporated herein by reference including definitions required for interpreting the services described. The Project shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

4.2.2 On-Going Maintenance and Support Services. Vendor further promises and agrees to furnish to the City all labor (technical consulting, training, programming, etc.), software, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the On-going Maintenance Services as required hereunder. The On-going Maintenance and Support Services are more particularly described in Exhibit “D” (On-going Maintenance Services Statement of Work) attached hereto and incorporated herein by reference including, if applicable, definitions required for interpreting the services described. The On-going Maintenance and Support Services shall be subject to, and performed in accordance with, the applicable provisions of this Agreement and the attached exhibits, and all applicable local, state and federal laws, rules and regulations.

4.2.3 Term.

4.2.3.1 License Agreement. The term of the License
Agreement, including On-going Maintenance and Support Services shall begin on July, 1 2022, and continue through June 30, 2025, as further set forth in the License Agreement.

4.3 Responsibilities of Vendor.

4.3.1 Control and Payment of Subordinates; Independent Contractor.

The Project Deliverables and Services shall be provided by Vendor or under its supervision. Vendor will determine the means, methods and details of performing Project subject to the requirements of this Agreement. City retains Vendor on an independent contractor basis and not as an employee. Vendor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Vendor shall also not be employees of City and shall at all times be under Vendor’s exclusive direction and control.

Vendor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Vendor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.

4.3.2 Schedule of Services. Vendor shall perform the Project Services expeditiously within the term of this Agreement. Vendor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Vendor’s conformance with the foregoing schedules, City shall respond to Vendor’s submittals in a timely manner.

4.3.3 Conformance to Applicable Requirements. All work prepared and Services performed by Vendor shall be subject to the approval of City.

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3 4.3.4 Warranty. Vendor warrants that the Application Software shall perform as proposed and represented in Exhibit “A”. In addition, Vendor represents and warrants that, at Final Acceptance, the Application Software shall perform all of the functions specified in Exhibit “A”.

4.3.5 Substitution of Key Personnel. Vendor has represented to City that qualified personnel will perform and coordinate the Services under this Agreement.

Should one or more of such personnel become unavailable, Vendor may substitute other personnel of at least equal competence. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Vendor at the request of the City.

4.3.6 Coordination of Services. Vendor agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, Vendors and other staff at all reasonable times.

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

4.3.8 Regulatory Compliance. Vendor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project and the On-Going Maintenance and Support Services, including all federal and state requirements, and shall give all notices required by law. Any and all Application Software provided under this Agreement shall be compliance with all relevant federal and state laws and regulations including, but not limited to IRS, Social Security, Federal Trade Commission, Homeland Security, California

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3 Public Employees Retirement System (CalPERS), and California Franchise Tax Board.

Vendor shall be liable for all violations of such laws and regulations in connection with delivery of Products and Services under this Agreement. If the Vendor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Vendor shall be solely responsible for all costs arising therefrom.

Vendor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

4.3.9 Additional Provisions Related to On-going Maintenance and Support Services.

4.3.9.1 Defect Remediation. Vendor shall correct any reported Defects in a timely manner. Defects that result in the City’s inability to conduct its normal business operations may incur financial penalties as further described below.

4.3.9.2 Penalties. If Vendor cannot resolve the problem of a reported Defect within 48 hours, and the defect is exclusively within the Vendor provided Application Software, the Vendor shall pay the City $500 per day (24 hours) until the Defect is remedied and the City is able to resume its normal business operations.

4.3.9.3 Updates/Platform Protection. Vendor expressly agrees that the continuous payment for On-going Maintenance and Support Services hereunder shall entitle the City to all Updates released by Vendor (or the Application Software manufacturer), at no additional cost to the City, regardless of the operating system or database platform on which the Updates operate. Vendor shall, on a quarterly basis, make the City aware of any available Updates. Updates shall be installed only after completion, to City’s satisfaction, of reasonable testing in a City test environment. The City shall only be responsible for data conversion and/or training costs associated with the Update, which shall be at the Vendor’s then current standard rates charged to similar customers for similar services, and as shall be agreed upon in writing, in advance by the Parties.

4.4 Party Representatives.

4.4.1 City’s Representative. The City hereby designates Kristine Watson, or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Contract. Vendor shall not accept direction or orders from any person other than the City’s Representative or his or her designee.

4.4.2 Vendor’s Representative. Vendor hereby designates Keith Brakey, or his or her designee, to act as its representative for the performance of this Agreement (“Vendor’s Representative”). Vendor’s Representative shall have full authority to represent and act on behalf of the Vendor for all purposes under this Agreement. The Vendor’s Representative shall supervise and direct the Services, using

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3 his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

4.5 Insurance.

4.5.1.1 Time for Compliance. Vendor shall not commence the Project under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Vendor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section.

4.5.1.2 Additional Insured. The City of San Bernardino, its officials, officers, employees, agents, and volunteers shall be named as additional insureds on Vendor’s and its subvendors’ policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents.

4.5.1.3 Commercial General Liability
(A) The Vendor shall take out and maintain, during the
performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City.
(B) Coverage for Commercial General Liability
insurance shall be at least as broad as the following: Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (C) Commercial General Liability Insurance must
include coverage for the following:
(a) Bodily Injury and Property Damage
(b) Personal Injury/Advertising Injury
(c) Premises/Operations Liability
(d) Products/Completed Operations Liability
(e) Aggregate Limits that Apply per Project
(f) Explosion, Collapse and Underground
(UCX) exclusion deleted
(g) Contractual Liability with respect to this
Contract

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3 (h) Broad Form Property Damage
(i) Independent Vendors Coverage
(D) The policy shall contain no endorsements or
provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement. (E) The policy shall give City, its elected and appointed officials, officers, employees, agents, and City-designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
(F) The general liability program may utilize either
deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured.

4.5.1.4 Automobile Liability.
(A) At all times during the performance of the work
under this Agreement, the Vendor shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. (B) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
(C) The policy shall give City, its elected and appointed officials, officers, employees, agents and City designated volunteers additional insured status.
(D) Subject to written approval by the City, the
automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention.

4.5.1.5 Workers’ Compensation/Employer’s Liability.
(A) Vendor certifies that he/she is aware of the
provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(B) To the extent Vendor has employees at any time
during the term of this Agreement, at all times during the performance of the work under

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3 this Agreement, the Vendor shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Vendor shall require all subvendors to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section.

4.5.1.6 Professional Liability (Errors and Omissions). At all times during the performance of the work under this Agreement the Vendor shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Vendor. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement.

The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend.

4.5.1.7 Privacy/Network Security (Cyber). At all times during the performance of work under this Agreement, the Designer shall maintain privacy/network security insurance, in a form and with insurance companies acceptable to the City, for:
(1) privacy breaches, (2) system breaches, (3) denial or loss of service, and (4) the introduction, implantation or spread of malicious software code.

4.5.1.8 Minimum Policy Limits Required.
(A) The following insurance limits are required for the Agreement:

Combined Single Limit
Commercial General Liability $2,000,000 per occurrence/$4,000,000 aggregate for bodily injury, personal
injury, and property damage
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage
Employer’s Liability $1,000,000 per occurrence
Professional Liability $2,000,000 per claim and aggregate (errors and omissions)
Cyber Liability $1,000,000 per occurrence limit

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3 (B) Defense costs shall be payable in addition to the limits.
(C) Requirements of specific coverage or limits
contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement.

4.5.1.9 Evidence Required. Prior to execution of the Agreement, the Vendor shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.

4.5.1.10 Policy Provisions Required.
(A) Vendor shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Vendor shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of the premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Vendor shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. (B) The Commercial General Liability Policy and
Automobile Policy shall each contain a provision stating that Vendor’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. (C) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Vendor shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Vendor shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (D) All required insurance coverages, except for the
professional liability coverage, shall contain or be endorsed to provide waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Vendor or others providing insurance evidence in compliance

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3 with these specifications to waive their right of recovery prior to a loss. Vendor hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subvendors. (E) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Vendor from liability in excess of such coverage, nor shall it limit the Vendor’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.

4.5.1.11 Qualifying Insurers.
(A) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements: each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

4.5.1.12 Additional Insurance Provisions.
(A) The foregoing requirements as to the types and
limits of insurance coverage to be maintained by Vendor, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Vendor pursuant to this Agreement, including, but not limited to, the provisions concerning indemnification. (B) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Vendor or City will withhold amounts sufficient to pay premium from Vendor payments. In the alternative, City may cancel this Agreement. (C) The City may require the Vendor to provide
complete copies of all insurance policies in effect for the duration of the Project. (D) Neither the City nor the City Council, nor any
member of the City Council, nor any of the officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.

4.5.1.13 Subvendor Insurance Requirements. Vendor shall not allow any subcontractors or subvendors to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance

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3 required under this section. Policies of commercial general liability insurance provided by such subcontractors or subvendors shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Vendor, City may approve different scopes or minimum limits of insurance for particular subcontractors or subvendors.

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

4.6 Responsibilities of City.

4.6.1 City Support of Vendor. City shall furnish to the Vendor priority access to the System for the period of time reasonably required by the Vendor for Installation, testing, training, diagnostics, etc. City shall provide the following resources for Vendor's use in fulfillment of this Agreement:
(a) City personnel upon reasonable request of Vendor to answer questions and advise Vendor on City's facilities, operations and requirements.
(b) Input data in accordance with the agreed upon test and Acceptance procedures for use by the Vendor in Acceptance Testing.
(c) Conversion format and procedures that the Vendor shall complete at its expense.
(d) Upon completion of Installation and preliminary training, and following Final Acceptance, City shall be responsible for the operation and management of the System, exclusive of On- going Maintenance and Support Services, which shall be the responsibility of Vendor.

4.7 Fees and Payments.

4.7.1 Compensation for Project Services. The Parties agree that the payment schedule is a performance based payment schedule. Vendor shall receive compensation, including authorized reimbursements, for all Project Services and License Agreements rendered under this Agreement at the rates and in accordance with the compensation schedule set forth in Exhibit “B” attached hereto and incorporated herein

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3 by reference. The total compensation for Project Services shall not exceed Forty- Thousand Dollars ($40,000.00) without written approval of City’s Representative.

4.7.2 Compensation for On-going Maintenance and Support Services.

Vendor shall receive compensation, including authorized reimbursements, for all On- going Maintenance and Support Services rendered under this Agreement at the rates set forth in Exhibit “B”.

4.7.3 Process for Payment of Compensation; Itemized Statements.

Vendor shall submit to City an itemized statement which indicates work completed by Vendor. The statement shall describe the nature and amount of Services provided; and shall clearly reflect charges against the items described in the Exhibit “B” since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. Statements not in conformance with the foregoing, or statements containing questions or ambiguities, shall be returned to the Vendor for correction. City shall, within thirty (30) days of receiving a statement in conformance with the requirements contained herein, review the statement and process for payment all approved and undisputed charges thereon.

4.7.4 Partial Delivery. In the event that the Vendor fails to deliver all of the Application Software elements and Services included in the Project Deliverables, the City, at its sole option, may determine the value of the missing elements and withhold that amount from any payment due to Vendor. Alternatively, or in addition, as required to cover the value of the missing elements, Vendor shall submit to the City a cashier’s check for said amount and present it to the City, to be held as a “Project Bond” until the missing elements have been satisfactorily delivered and Accepted. Upon Acceptance of the missing elements, the City shall return the cashier’s check along with any withheld payment amounts, as applicable. If the Vendor fails to satisfactorily deliver the missing elements, the City may cash the cashier’s check and use the withheld monies to complete the outstanding deliverables with its own forces, or through any other available vendor or consultant.

4.7.5 Reimbursement for Expenses. Vendor shall not be reimbursed for any expenses unless included in Exhibit “B”, or authorized in writing and in advance by City.

4.7.6 Modification of Scope. The City may, at any time, request a modification to the Project, or the Statement of Work for the Project Services or the On- going Maintenance and Support Services by submitting written notice to Vendor specifying the desired modifications. Vendor shall provide a written quote for the increased, changed or decreased Services within five (5) working days of receipt of City’s written request. Vendor shall suspend any Services following receipt of the City’s written request until final written agreement is reached on the requested modification. The Parties shall then negotiate in good faith any increased or decreased charges related to the requested modification. No request for modification shall be effective until a final agreement between the Parties has been reached, and either a written amendment to

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3 this Agreement, or a change order is executed by both Parties. No oral request for modification of Services shall be binding on either Party.

4.7.7 Discounts. Vendor shall identify applicable discounts and discount time periods from published list prices for any future Application Software or additional copies of purchased Application Software. Should any discounts be announced that would normally apply to the City following the initial submission of the response, but before the Agreement is signed, the City reserves the right to take the lesser of the proposed prices or the discounted price.

4.8 Accounting Records.

4.8.1 Maintenance and Inspection. Vendor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Vendor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Vendor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

4.9 General Provisions.

4.9.1 Termination of Agreement.

4.9.1.1 Grounds for Termination. City may, by written notice to Vendor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Vendor of such termination, and specifying the effective date thereof, at least fifteen (15) days before the effective date of such termination. Upon termination, Vendor shall be compensated only for those Services which have been adequately rendered to City, and Vendor shall be entitled to no further compensation.

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

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

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

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3 City
City of San Bernardino
Animal Services Department
Vanir Tower, 290 North D Street
San Bernardino, CA 92401
Attn: Kristine Watson
Director of Animal Services
Vendor

HLP, INC
Chameleon Software Products
9888 West Belleview Ave. #110
Littleton, CO 80123
Attn: Keith Brakey
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

4.9.3 Ownership of Materials and Confidentiality.

4.9.3.1 Documents & Data; Licensing of Intellectual Property.

Excluding materials and data already owned by the Vendor prior to this Agreement, this Agreement creates a non-exclusive, irrevocable, and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, software programming, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on digital media, including, without limitation, any Computer Aided Design and Drafting (“CADD”) data, which are prepared or caused to be prepared by Vendor under this Agreement (“Documents & Data”). Vendor shall require all subcontractors to agree in writing that City is granted a non-exclusive, irrevocable, and perpetual license for any Documents & Data, and Custom Software solutions the subcontractor prepares under this Agreement. Vendor represents and warrants that Vendor has the legal right to license any and all Documents & Data. Vendor makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Vendor or provided to Vendor by the City. City shall not be limited in any way in its use of the Documents & Data or Custom Software at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk. Any CADD data delivered to City shall not include the professional stamp or signature of an engineer, architect, or any other licensed professional, but shall be followed with a hard copy with such stamp or signature.

4.9.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Vendor in connection with the performance of this Agreement shall be held confidential by Vendor. Such materials shall not, without the prior written consent of City, be used by Vendor for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the

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3 Services or the Project. Nothing furnished to Vendor which is otherwise known to Vendor or is generally known, or has become known, to the related industry shall be deemed confidential. Vendor shall not use City’s name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

4.9.3.3 Intellectual Property Indemnification. Vendor shall defend, indemnify, and hold harmless City, officials, officers, employees, volunteers and agents against any and all claims against City based upon allegations that Vendor has wrongfully utilized Intellectual Property of others in performing work pursuant to this Agreement or that City has wrongfully used Intellectual Property developed by Vendor pursuant to this Agreement.

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

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

4.9.6 Indemnification. To the extent permitted by law, Vendor shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any negligent acts or omissions or willful misconduct of Vendor, its officials, officers, employees, agents, Vendors and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all damages and attorneys’ fees and other related costs and expenses. Vendor shall defend, at Vendor’s own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Vendor shall pay and satisfy any such judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Vendor shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Vendor’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents or volunteers

4.9.7 Entire Agreement. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties. If there are any conflicts in language in referenced

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3 or related agreements, the language in this Agreement shall prevail. Exhibits to this Agreement will include (if not provided for in the main Agreement) the following:

Exhibit A – Statement of Work
Exhibit B – Pricing Schedule
Exhibit C – Software License Agreement(s)
Exhibit D – Scope of Ongoing Maintenance

4.9.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County.

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

4.9.10 City’s Right to Employ Other Vendors. City reserves the right to employ other Vendors in connection with this Project.

4.9.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties.

4.9.12 Assignment or Transfer. Vendor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

4.9.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Vendor include all personnel, employees, agents, and subcontractors of Vendor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

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

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

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3 4.9.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

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

4.9.18 Prohibited Interests. Vendor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide agent of the Vendor, to solicit or secure this Agreement. Further, Vendor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Vendor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement.

For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

4.9.19 Equal Opportunity Employment. Vendor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

4.9.20 Authority to Enter Agreement. Vendor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement.

Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

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

4.10 Subcontracting.

4.10.1 Prior Approval Required. Vendor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

4.11 Electronic Signature. Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature.

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3 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF SAN BERNARDINO

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

CITY

CITY OF SAN BERNARDINO
APPROVED BY:

Robert D. Field
City Manager
ATTESTED BY:

Genoveva Rocha, CMC
City Clerk
APPROVED AS TO FORM:

Best Best & Krieger LLP
City Attorney
VENDOR

HLP, INC
Signature
Name
Title

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20 EXHIBIT “A”

STATEMENT OF WORK
Chameleon/CMS is an integrated Shelter Case Management System to record all activities associated with Animal Services, including: shelter management, licensing, field operations, cashiering, and veterinary record-keeping. Included with CMS are industry-leading mapping, barcoding, and automation tools.

Behind the technology is a staff with extensive combined experience in technology and animal shelter operations eager to assist you. Chameleon/CMS manages and tracks:

People
- Staff & Volunteers
- Veterinarians
- Rescue groups
- Complete History
- Training
- Profiles
- Adoption Interviews
Animals
- Permanent Record
- Photos
- Behavior Profiles
- Complete History
- National pet website
- Auto upload to multiple
animal search websites
Kennel
- Intake & Outcome
- Lost & Found
- Narrative memos
- Visual Kennel
management
- Robust search capabilities

License
- Individual or batch entry
- Monthly / Yearly
- Differential pricing
- Quick record look up
- Vaccinations
- Simple renewal process
Field
- Calls for service
- Citations
- Bite reporting
- Field staff dispatching
- Shift control and
tracking
- Laptop implementation
- Case photos
Clinic
- Medical history
- Treatments
- Medications
- Spay/neuter
- Barcode tasks
- Disease tracking
Donor
- Solicitation
- Campaign management
- Contact tracking
- Notices & donation
acknowledgement
Finance
- Fee calculation &
payment
receipting
- Debt tracking
- Refund processing
- Cash drawer tracking
- Inventory tracking
- Transaction audit
history
Reports
- 40+ included, hundreds
more
available
- Ad hoc options
- Automated statistics
- Charts & graphs
- Notices

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21 Automatic Email
- Send alerts on data
errors
- License renewals
- Rescues with animals
available for rescue
Additional Features
- Mapping
- Security controls
- Error checking
Scanning
- Change statuses
- Outcoming animals
- Enter regular treatment
records
- Barcode kennel inventory
Chameleon/CMS runs on any Microsoft Windows operating system supporting SQL Server 2012 or higher.

Chameleon/CMS Includes:

Chameleon Mailbox
Chameleon Mapping
PetHarbor and PetHarbor Mobile
PostMaster
QuickKennel
WebLicensing
WebLicensing allows patrons to securely purchase new or renew existing animal licenses on-line with a guided process to minimize errors that require follow-up by City staff. The service is configured to incorporate the City of San Bernardino’s licensing rules with all funds from license sales deposited directly into your bank.

Also included is WebDonation, which allows patrons to make donations as part of the licensing process or as a standalone contribution to one or more funds. All of the data is then integrated seamlessly and effortlessly back into your Chameleon/CMS shelter management software.

VetImport / Image Entry
These companion services get records from local veterinarians integrated with the rest of the City’s licensing data in Chameleon/CMS allowing the City to leverage the information for better program compliance and increased revenue for the Department.

VetImport automatically turns information on rabies vaccinations from local veterinarians into Chameleon/CMS records. For outside parties that are still sending you paper forms, Image Entry allows the department to batch scan and send to HLP for data entry and billing.

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22 EXHIBIT “B”

PRICING SCHEDULE

DESCRIPTION PRICING
Chameleon/CMS Software Annual Support & Maintenance
*Licensed for a 1 Single Server & 17 Workstations. ChamCam imaging included with any licensed Chameleon workstation $17,280.00
Chameleon/CMS Query Only Workstations
*Licensed for 2 workstations
$320.00
Required annual Web Licensing/Web Donation service fee $3,840.00 Estimated Web Licensing Transactions 6,000 @ $0.35 each $2,100.00 Annual Service Fee for Vet Import $1,920.00
Estimated Vet Import/Image Entry Transactions 5,000 @ 0.79 each
$3,950.00
WebChameleon Software Annual Support & Maintenance – Server $2,880.00 Webchameleon Software Annual Support & Maintenance – 6
Concurrent Users
$5,760.00
WebChameleon WebRescue Initial Setup Fee 3,000.00
WebChameleon WebRescue Software Annual Support &
Maintenance
$1,000.00

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24 EXHIBIT “C”

SOFTWARE LICENSE AGREEMENTS
[ATTACHED]

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25 EXHIBIT “D”

SCOPE OF ONGOING-MAINTENANCE
HLP agrees to provide the following maintenance services:

* NEW VERSIONS: New Versions are major changes to the look or feel of CMS. All new versions are included and guaranteed to all Purchasers. * UPGRADES: As requests for improvements are accumulated from more than one Purchaser, they will be incorporated into periodic upgrades. These upgrades are included and guaranteed to all Purchasers.
* DIAGNOSIS: Technical personnel will diagnose the cause of system problems and refer the Purchaser to the appropriate avenue of correction. HLP shall correct the problem only if the cause is a bug in CMS.
* CORRECTIONS: Corrections in CMS code will be available to all Purchasers through the technical support office. Corrections will be made as soon as possible after reported and prioritized as to urgency to CMS operations.

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CHAMELEON / CMS SOFTWARE

LICENSE AGREEMENT
This is a legal and binding agreement between the Purchaser and HLP, INC. ("HLP"). The request of the Purchaser for the Chameleon / CMS Software Package ("CMS") and License, and the acceptance of payment for such by HLP, is an acceptance of these terms and conditions.

I. GRANT OF LICENSE and USE :

HLP shall grant Purchaser this License for use of CMS at the time of payment. HLP grants no software licenses whatsoever, either explicitly or implicitly, except by full payment for the CMS Software. This license entitles the Purchaser the right to install CMS on a single Server unit to be used by any number of Client Workstations. Additional Servers require additional Licenses, except as stated under Terms and Restrictions. This License Agreement is with the designated Purchaser only. This Purchaser may not rent, lease, give, sell or in any way transmit any part of the CMS Software Package to an unauthorized, unlicensed entity. This is a non-exclusive, non-transferable license to the use of CMS.

II. PAYMENT :
* Payment for CMS is defined as two parts: 1) Cost of initial License and 2) Support and Maintenance. * The “Cost of initial License” is currently fixed at a published price and is a one time fee. * The “Support and Maintenance” cost is figured by the size of the Purchaser’s network, and this fee is billed monthly, quarterly, or annually. The formula is a fixed amount for the Server plus a fixed amount for each client workstation that uses CMS for daily operations. The amount changes as the numbers of workstations change unless the Purchaser is paying for “unlimited” users. Annual increases in this fixed, published amount are limited to the “cost of living index”.
* All of the above payment conditions must be met within 30 days of Invoice date in order for the Purchaser to hold a current, valid CMS License.

III. OWNERSHIP :
* Title to CMS shall remain with HLP. The CMS product name, software, documentation, and other material parts of the CMS package are owned by HLP and may not be reproduced in any form, except as stated under Terms and Restrictions. CMS Software contains the proprietary technology of HLP, INC. * All modifications, additions, upgrades, and new versions provided for under Support and Maintenance are considered part of this title and subject to the conditions of this License. * Purchaser hereby acknowledges HLP's copyright of CMS regardless of whether the copyright notice appears on CMS or whether it has been filed with the United States Copyright Office.

IV. TERMS and RESTRICTIONS :
* The Purchaser shall receive an executable copy of CMS Software. The Purchaser may load, copy, or transmit CMS, in whole or in part, only as is necessary for execution, backup, and hot standby. * Purchaser may modify or merge CMS solely for execution by itself. Any part of this Software included in such adaptations will continue to be subject to this License. * HLP shall bill the Purchaser a Support & Maintenance FEE periodically using the formula under “Payment”. This bill is due and payable within thirty days of receipt. * HLP reserves the right to revoke this License if the Support & Maintenance FEE becomes delinquent and is not remedied 30 days after notification in writing. The Purchaser shall then cease use of CMS. * Purchaser agrees not to reverse engineer, decompile, or disassemble CMS.

V. MAINTENANCE :

HLP agrees to provide the following maintenance services:
* NEW VERSIONS: New Versions are major changes to the look or feel of CMS. All new versions are included and guaranteed to all Purchasers.
* UPGRADES: As requests for improvements are accumulated from more than one Purchaser, they will be incorporated into periodic upgrades. These upgrades are included and guaranteed to all Purchasers. * DIAGNOSIS: Technical personnel will diagnose the cause of system problems and refer the Purchaser to the appropriate avenue of correction. HLP shall correct the problem only if the cause is a bug in CMS. * CORRECTIONS: Corrections in CMS code will be available to all Purchasers through the technical

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support office. Corrections will be made as soon as possible after reported and prioritized as to urgency to CMS operations.

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VI. SUPPORT :

HLP agrees to provide the following support services:
* TECHNICAL SUPPORT LINE: This shall entitle the Purchaser faster access to a technical support person for questions of high priority. Calls are answered during business days and hours and referred to the appropriate staff person. Requests may be faxed or left on the message service when lines are busy or after hours. Evenings, weekends, and holidays are available by pre-arrangement. * SYSTEM to SYSTEM: When requested, HLP can provide the Purchaser direct support via modem and communication software in real time.
* SYSTEM ON-LINE HELP: CMS contains comprehensive, context-sensitive, and hyper-texted HELP files that are installed with the software and upgraded as needed.
* INTERNET WEB SITE: An internet site is available 24 hours and 7 days to registered Users. Questions, suggestions, and comments may be posted to other Users or the HLP staff. Data can be uploaded and down loaded, all through a local access call.
* PERSONNEL ON-SITE: If, for any reason, HLP cannot resolve the Purchaser's request by the means of support listed above, and HLP deems the request critical, then HLP staff may visit the Purchaser's site to resolve the problem.

VII. SOURCE CODE ESCROW:
* This License does not include or cover access in any way to the CMS Source Code. * HLP has placed in escrow all current Source Code for CMS with an authorized escrow Agent. * The Purchaser shall be entitled to claim a copy of the CMS Source Code under the terms and conditions set forth in the Chameleon/CMS Source Code Escrow Agreement.

VIII. LIMITED WARRANTY:
* HLP is the owner of CMS and has the right to grant the Purchaser this license to use the same without violating any rights of any third party, and there is currently no actual or threatened suit by any such third party based on the alleged violation of such right by HLP. * HLP warrants that CMS will perform substantially in accordance with it's intended use. * If CMS does not perform as represented and cannot be remedied within a reasonable time, HLP will refund the initial cost of this License only.
* HLP does not warrant performance of CMS if it is modified by persons other than the staff of HLP. * HLP does not warrant that the execution of CMS will be uninterrupted or error free. * HLP does not warrant that other software programs or computer hardware will not interfere with it’s execution.
* HLP disclaims all other warranties, either expressed or implied.

IX. LIABILITY:

Under this agreement, HLP shall not be liable for any damages resulting from loss of data or use, lost profits or revenue, or any incidental or consequential damages.

X. TERMINATION:

HLP may terminate any License granted if Purchaser fails to observe this agreement, and such condition is not remedied within thirty days after written notice has been given Purchaser. Purchaser will then destroy all copies and adaptations of all versions of CMS and certify in writing that such has been done.

COPYRIGHTED AND NON NEGOTIABLE
10/99

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Chameleon / Public Access Software License Agreement
This is a legal and binding agreement between the Purchaser and HLP, INC.("HLP"). The request of the Purchaser for the Chameleon / PUBLIC ACCESS Software Package ("PUBLIC ACCESS") and License, and the acceptance of payment for such by HLP, is an acceptance of these terms and conditions. The PUBLIC ACCESS package is composed of ChamCam, Knowledge Rocket, Image Engine, WebChameleon, PaWWW, PetLink, the integrated hardware, and their media products.

I. GRANT OF LICENSE and USE :

HLP shall grant Purchaser this License for use of PUBLIC ACCESS at the time of payment. HLP grants no software licenses whatsoever, either explicitly or implicitly, except by full payment for the PUBLIC ACCESS Software. This license entitles the Purchaser the right to install PUBLIC ACCESS on a single Server unit to be used by any number of Client Workstations. Additional Clients require additional Licenses, except as stated under Terms and Restrictions. This License Agreement is with the designated Purchaser only. This Purchaser may not rent, lease, give, sell or in any way transmit any part of the PUBLIC ACCESS Software Package, or media products of this software, to an unauthorized, unlicensed entity. This is a limited, non-exclusive, nontransferable license to the use of PUBLIC ACCESS.

II. PAYMENT :
* Payment for PUBLIC ACCESS is defined as two parts:
1) Cost of initial License and 2) Support and Maintenance. * The “Cost of initial License” is currently fixed at a published price and is a one time fee. * The “Support and Maintenance” cost is figured by the size of the Purchaser’s network, and this fee is billed monthly, quarterly, or annually. Each client workstation that uses PUBLIC ACCESS for daily operations pays the fixed fee. The total amount changes as the numbers of workstations change unless the Purchaser is paying for “unlimited” users. Annual increases in this fixed, published amount are limited to the “cost of living index”. * All of the above payment conditions must be met witin 30 days of Invoice date in order for the Purchaser to hold a current, valid PUBLIC ACCESS License.

III. OWNERSHIP :
* Title to PUBLIC ACCESS, and the media products from it, shall remain with HLP. The PUBLIC ACCESS product name, software, documentation, media products, and other material parts of the PUBLIC ACCESS package are owned by HLP and may not be reproduced in any form, except as stated under Terms and Restrictions. PUBLIC ACCESS Software, and its media products, contains the proprietary technology of HLP, INC. * All modifications, additions, upgrades, and new versions provided for under Support and Maintenance are considered part of this title and subject to the conditions of this License. * Purchaser hereby acknowledges HLP's copyright of PUBLIC ACCESS regardless of whether the copyright notice appears on PUBLIC ACCESS or whether it has been filed with the United States Copyright Office.

IV. TERMS and RESTRICTIONS :
* The Purchaser shall receive a executable copy of PUBLIC ACCESS Software and integrated hardware. The Purchaser may load, copy, or transmit PUBLIC ACCESS, or its media products, in whole or in part, only as is necessary for execution, backup, and hot standby.
* Purchaser may modify or merge PUBLIC ACCESS solely for execution by itself. Any part of this Software included in such adaptations will continue to be subject to this License. * Purchaser agrees to maintain necessary internet links to allow for a consolidated search of shelter data. * HLP agrees to maintain a neutral, commercial free internet site for the sole purpose of achieving a consolidated search. All ‘hits’ are immediately linked to the local Shelter home page. * Images and data extracts created by PUBLIC ACCESS are intended for use by the Purchaser only. Transfer or sale of PUBLIC ACCESS images by the PURCHASER to other non-licenses entities for commercial purposes is forbidden.
* HLP shall bill the Purchaser a Support & Maintenance FEE periodically using the formula under “Payment”. This bill is due and payable within thirty days of receipt.
* HLP reserves the right to revoke this License if the Support & Maintenance FEE becomes delinquent and is not remedied 30 days after notification in writing. The Purchaser shall then cease use of PUBLIC ACCESS. * Purchaser agrees not to reverse engineer, decompile, or disassemble PUBLIC ACCESS. * Purchaser agrees to protect HLP proprietary information. Information, including, but not limited to, all database schema, procedures, techniques, sounds, and images, may only be used by authorized, licensed entity.

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V. MAINTENANCE :

HLP agrees to provide the following maintenance services:
* NEW VERSIONS: New Versions are major changes to the look or feel of PUBLIC ACCESS. All new versions are included and guaranteed to all Purchasers. * UPGRADES: As requests for improvements are accumulated from more than one Purchaser, they will be incorporated into periodic upgrades. These upgrades are included and guaranteed to all Purchasers. * DIAGNOSIS: Technical personnel will diagnose the cause of system problems and refer the Purchaser to the appropriate avenue of correction. HLP shall correct the problem only if the cause is a bug in PUBLIC ACCESS. * CORRECTIONS: Corrections in PUBLIC ACCESS code will be available to all Purchasers through the technical support office. Corrections will be made as soon as possible after reported and prioritized as to urgency to PUBLIC ACCESS operations.

VI. SUPPORT :

HLP agrees to provide the following support services:
* TECHNICAL SUPPORT LINE: This shall entitle the Purchaser faster access to a technical support person for questions of high priority. Calls are answered during business days and hours and referred to the appropriate staff person. Requests may be faxed or left on the message service when lines are busy or after hours. Evenings, weekends, and holidays are available by pre-arrangement. * SYSTEM to SYSTEM: When requested, HLP can provide the Purchaser direct support via modem and communication software in real time.
* INTERNET WEB SITE: An internet site is available 24 hours and 7 days per week to registered Users.

Questions, suggestions, and comments may be posted to other Users or the HLP staff. Data can be uploaded and down loaded, all through a local access call. * PERSONNEL ON-SITE: If, for any reason, HLP cannot resolve the Purchaser's request by the means of support listed above, and HLP deems the request critical, then HLP staff may visit the Purchaser's site to resolve the problem.

VII. LIMITED WARRANTY:
* HLP is the owner of PUBLIC ACCESS and has the right to grant the Purchaser this license to use the same
without violating any rights of any third party, and there is currently no actual or threatened suit by any such third
party based on the alleged violation of such right by HLP. * HLP warrants that PUBLIC ACCESS will perform substantially in accordance with it's intended use. * If PUBLIC ACCESS does not perform as represented and cannot be remedied within a reasonable time, HLP
will refund the initial cost of this License only.
* HLP does not warrant performance of PUBLIC ACCESS if it is modified by persons other than the staff of HLP.
* HLP does not warrant that the execution of PUBLIC ACCESS will be uninterrupted or error free. * HLP does not warrant that other software programs or computer hardware will not interfere with it’s execution.
* HLP disclaims all other warranties, either expressed or implied.

VIII. LIABILITY:

Under this agreement, HLP shall not be liable for any damages resulting from loss of data or use, lost profits or revenue, or any incidental or consequential damages.

IX. TERMINATION:

HLP may terminate any License granted if Purchaser fails to observe this agreement, and such condition is not remedied within thirty days after written notice has been given Purchaser. Purchaser will then destroy all copies and adaptations of all versions of PUBLIC ACCESS and certify in writing that such has been done.
1/2015

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PRICE QUOTE
Date
3/9/2022
Estimate #
5882
Name / Address
City of San Bernardino
Attn: Information Services
4th Floor
300 North D Street
San Bernardino, CA 92418

HLP, INC
Chameleon Software Products
9878 West Belleview Ave. #110
Littleton, CO 80123
Please return your license renewal form as soon as possible.

Phone #
800-459-8376
Fax #
866-844-3924
E-mail
[email protected]
Web Site
www.chameleonbeach.com
Total
Subtotal
Sales Tax (8.75%)
Description TotalQty Rate
Period covered - July 1, 2022- June 30, 2023
Chameleon/CMS Software Annual Support & Maintenance 17,280.00T18 960.00 * Licensed for a 1 single Server & 17 Workstations
Query Only Workstations 320.00T2 160.00
Required annual WebLicensing/WebDonation service fee. 3,840.001 3,840.00 Estimated WebLicensing Transactions 2,100.006,000 0.35
Annual Service Fee for VetImport 1,920.001 1,920.00
Estimated Vetimport/ImageEntry Transactions 3,950.005,000 0.79 WebChameleon Software Annual Support & Maintenance - Server 2,880.00T1 2,880.00 WebChameleon Software Annual Support & Maintenance - Concurrent User 5,760.00T6 960.00 WebChameleon WebRescue Initial Setup Fee 3,000.00T1 3,000.00 WebChameleon WebRescue Software Annual Support & Maintenance - Up to 50 Users
1,000.00T1 1,000.00
Period covered - July 1, 2023- June 30, 2024
Chameleon/CMS Software Annual Support & Maintenance
* Licensed for a 1 single Server & 17 Workstations
17,280.00T18 960.00
Query Only Workstations 320.00T2 160.00
Required annual WebLicensing/WebDonation service fee. 3,840.001 3,840.00 Estimated WebLicensing Transactions 2,100.006,000 0.35
Annual Service Fee for VetImport 1,920.001 1,920.00
Estimated Vetimport/ImageEntry Transactions 3,950.005,000 0.79 WebChameleon Software Annual Support & Maintenance - Server 2,880.00T1 2,880.00 WebChameleon Software Annual Support & Maintenance - Concurrent User 5,760.00T6 960.00