Mayor and City Council
April 5, 2023

Background

On August 5, 2021, HCD received documentation from the City for the purposes of processing the disposition of the Property under Government Code section 54230.5, subdivision (b)(1). On September 2, 2021, HCD issued a letter to the City approving the disposition based on the information and documentation provided by the City. HCD recently received information that the disposition documentation submitted to HCD by the City was incomplete and, in places, inaccurate.

Violation #1: The City Failed to Provide at least 90 Days of Good Faith Negotiations to All the Entities that Submitted Notices of Interest, in Violation of Government Code section 54223, subdivision (a).

HCD’s approval of the Property’s disposition was based on the documentation provided to HCD by the City. In the City’s cover letter addressed to Director Gustavo Velasquez, the City stated that “the City did not receive any qualified notices of interest in response to the [Notice of Availability (NOA)].” Included in the disposition documentation, the City also submitted Appendix B, which documents many of the required steps in the disposition process. In particular, Question #5 of Appendix B asks, “After issuing a notice that surplus land was available, did any entity express interest in purchase or lease of the land?” (Emphasis added.) To this Question, the City answered: “No.” Based on this and other assertions made by the City, HCD approved the City’s disposition.

HCD has since been made aware that the City did, in fact, receive notices of interest for the Property. Upon information and belief, in response to the NOA issued by the City on May 20, 2021, BLVD Communities sent a letter of interest dated June 22, 2021, and Alliant Strategic Development sent an email inquiring about the Property on June 21, 2021. In the letter sent to the City by BLVD Communities, the developer states, “This Letter of Interest pertains to the City of San Bernardino’s Notice of Availability for the Carousel Mall via the Surplus Land Act.” (See attached.) In the email sent to the City by Alliant Strategic Development, the developer states, “
We came across this Notice of
Availability of Surplus Land for the Carousel Mall site in downtown San Bernardino.

We are multifamily housing developers and would like to discuss what the City is looking for as we explore the opportunity.” (See attached.) Had HCD been aware that the City received these two notices of interest, HCD would have required the City to engage in at least 90 days of good faith negotiations with each entity as required by Government Code section 54223, subdivision (a). Even if these negotiations did not bear fruit, the City, at a minimum, was obligated to notify HCD that the City received the notices of interest. At the very least, the City should have responded “yes” to Question 5, above, and provided a detailed explanation as to why it chose not to proceed with good faith negotiations.

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Nathan Freeman, Director, Community, Housing, and Economic Development

By failing to engage in at least 90 days of good faith negotiations with BLVD Communities or Alliant Strategic Development, and by failing to notify HCD of those notices of interest, the City violated Government Code section 54223, subdivision (a).

Violation #2: The City Negotiated with Prospective Developers and Selected a Developer Prior to Issuing a Notice of Availability of Surplus Land, in Violation of Government Code sections 54221, subdivision (b)(1), and 54222.

Based on publicly available documents on the City’s website, it is evident that the City negotiated with at least one prospective developer before the City declared the Property surplus or issued an NOA.

Government Code section 54221, subdivision (b)(1), states that “[l]and shall be declared either ‘surplus land’ or ‘exempt surplus land,’ as supported by written findings, before a local agency may take any action to dispose of it consistent with an agency’s policies or procedures.” (Emphasis added.) Local agencies are then required to issue an NOA to all the required entities identified in Government Code section 54222, subdivision (a)(1).

Government Code section 54222 states, “any local agency disposing of surplus land shall send, prior to disposing of that property or participating in negotiations to dispose of that property with a prospective transferee, a written notice of availability….” (Emphasis added.)
In th
e disposition documentation the City sent to HCD on August 5, 2021, the City included documents establishing that the City declared the Property to be surplus land on May 19, 2021, and that an NOA for the Property was issued on May 20, 2021.

However, according to the City’s Request for Council Action dated August 3, 2022, the City was actively negotiating with Renaissance Downtown USA/ICO Real Estate Group (RDICO) before declaring the land surplus, before issuing an NOA, and during the 60-day notice period after the NOA was issued. For example, on March 3, 2021, the "Council selected [RDICO] as the preferred development team for the Carousel Mall property,” and on June 2 and 16, 2021, “staff provided an update on the progress of the negotiations between the City and RDICO.” In addition, according to the Request for Council Action dated June 16, 2021, the City had issued a preliminary exclusive negotiating agreement (ENA) with RDICO on May 26, 2021, just after the NOA was issued and during the 60-day notice period, and promised a final ENA by July 21, 2021, just after the 60-day window would have closed. On August 18, 2021, the City Council “authorized the City Manager to execute the ENA” with RDICO, and to HD's knowledge, the ENA remains in force today.

In summary, the selection of a finalist for the project occurred before the City declared the land surplus and before the NOA was issued; the City’s negotiations with that finalist occurred before the NOA was issued and into the 60-day notice period after the NOA was issued; and the issuance of a preliminary ENA occurred during the 60-day noticing period. By negotiating with entities prior to declaring the land “surplus” and before

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Nathan Freeman, Director, Community, Housing, and Economic Development

issuing an NOA, the City violated Government Code sections 54221, subsection (b)(1), and 54222.

Violation #3: The City Failed to Give Priority for Affordable Housing in Violation of Government Code section 54227, subdivision (a).

As described above, the City failed to notify HCD about – and to negotiate in good faith with – two entities that responded to the NOA with letters of interest. Nevertheless, the City negotiated with RDICO, an entity that did not respond to the NOA.

Government Code section 54227, subdivision (a) requires that when a local agency “receives a notice of interest to purchase or lease [surplus] land from more than one of the entities to which a notice of available surplus land was given …, the local agency shall give first priority to the entity or entities that agree to use the site for housing that meets the requirements of Section 54222.5.” Further, if “the local agency receives offers from more than one entity that agrees to meet the requirements of Section 54222.5, then the local agency shall give priority to the entity that proposes to provide the greatest number of units that meet the requirements of Section 54222.5.” Section 54222.5 provides that an “entity proposing to use the surplus land for developing low- and moderate-income housing shall agree to make available not less than 25 percent of the total number of units developed on the parcels at affordable cost … or affordable rent … to lower income households....” (Emphasis added.) In other words, a local agency must prioritize proposals to make at least 25 percent of the housing units affordable to lower-income households, and if the local agency receives more than one such proposal, the local agency must give priority to the proposal with the greatest number of affordable units.

Because more than one entity provided a notice of interest in the Property, the City was required to prioritize the entities according to Government Code section 54227.

However, because the City did not negotiate with the two responding entities, and because the negotiations with RDICO were conducted outsides of the SLA context (since RDICO did not respond to the NOA), the City failed to properly prioritize affordable housing and is therefore in violation of Government Code section 54227, subdivision (a).

Violation #4: The City Failed to Provide a Complete Description of Negotiations, in Violation of Government Code section 54230.5, subdivision (b)(1).

Government Code section 54320.5, subdivision (b)(1), requires that, “[p]rior to agreeing to terms for the disposition of surplus land, a local agency shall provide to [HCD] a description of … negotiations conducted with any responding entities ….”

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Nathan Freeman, Director, Community, Housing, and Economic Development

This requirement is further outlined in Section 400(b)(1) of HCD’s SLA Guidelines:

“Prior to finalizing any agreements or disposing of any surplus land, the local agency shall provide to HCD a description of the NOAs sent, a description of the negotiations conducted with any responding entities, including any non-solicited expressions of interest in regard to the disposal of the surplus land…” (Emphasis added.)
The City’s disposition documentation did not include any description of negotiations, as the City indicated that “no qualified entities responded” when, in fact, at least two notices of interest were received by the City and the City was actively negotiating with a third entity. An accurate description of negotiations should have been included with the disposition documentation and that description should have also included a summary of the negotiations taking place with RDICO.

In addition, section 400(b) of HCD’s SLA Guidelines require, as part of the description of negotiations, submission of a completed Appendix B which asks, among other things, whether land will be sold to another entity for housing development. (See SLA Guidelines Appendix B Question #7.) In its Appendix B, the City answered “no” despite the fact, at the time the City submitted Appendix B, it was finalizing negotiations with RDICO and knew that the Property would be sold to an entity that would be developing housing.

By failing to report all e
xpressions of interest or provide a description of negotiations with all responding entities, the City violated Government Code section 54320.5, subdivision (b)(1).

HC
D Rescinds Its Previous Disposition Approval
Based on the new information as outlined above, HCD hereby rescinds its September 2, 2021, approval of the disposition of the Property.

Next Steps
Under Government Code section 54230.5, subdivision (a)(1), the City has 60 days from the date of this Notice of Violation to cure or correct all violations. The City may have multiple avenues it can pursue to comply with the SLA, and HCD invites the City to discuss these options.

HCD requests that the City suspend any further actions to dispose of the Property, including all negotiations with prospective developers. Given the City’s current failure to comply with the SLA, it is imperative that, to ensure future compliance, the City communicate closely with HCD as it proceeds through each of the required steps.

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Nathan Freeman, Director, Community, Housing, and Economic Development

HCD understands that negotiations related to disposition of the Property have included discussions with community-based organizations to address the holistic needs of under- served communities. While not required by the SLA, HCD encourages the City to continue those discussions.

If th
e City or its representatives have any questions or need additional technical assistance regarding the applicability of the SLA, please contact HCD at [email protected].

Additionally, if the City or its representatives have additional documentation that HCD staff has not yet reviewed that would fully address the alleged violations discussed in this letter, please send the documentation to [email protected] by M ay 15, 2023.

S
incerely,
David Zisser
Assistant Deputy Director
Loc
al Government Relations and Accountability
cc:

Sonia R. Carvalho, City Attorney ([email protected])
Charles E. McNeely, Interim City Manager ([email protected]) Hon. Helen Tran, Mayor ([email protected])

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NegotiationPeriod) attachedto thisAgreementasExhibit `B" andwhichis incorporatedintothis Agreementby this reference ("Project"); and
I The Partiesagreethat the explorationof a form basedzoning code for the developmentof theProjectwill leadto thegreatestlikelihoodof successfuldevelopmentof the Property. CityandDeveloperwill worktogetherto developsucha codefor theProperty.

Developerwill alsobeanactivelyinvolvedstakeholderin the City leaddevelopmentof a form basedzoningcodeaspartof theDowntownSpecificPlancurrentlybeingpreparedbytheCity; and
J The intent of both the City andthe Developerin enteringinto this Agreementis to establishaspecific, limitedperiodof timeto negotiateregardingafutureagreementbetweenthem governingthepotentialacquisitionofthePropertyanddevelopmentoftheProjectontheProperty, all subjectto mutually agreeableterms, conditions, covenants, restrictions and agreementsto be negotiated and documented in a future disposition and development agreement (" DDA") The PartiesagreeandacknowledgethatDevelopermayactasaMasterDeveloperforthePropertyand, assuch, the Developeris not anticipatedto developthe 43 acresite itself.

NOW, THEREFORE, IN VIEW OF THE GOALS AND OBJECTIVES OF THE CITY

RELATING TO THE SALE AND DEVELOPMENT OF THE PROPERTY AND THE

PROMISES OF THE CITY AND THE DEVELOPER SET FORTH IN THIS AGREEMENT, THE CITY AND THE DEVELOPER AGREE, AS FOLLOWS:

1. Incorporation of Recitals. The Recitals of fact set forth above are true and correct andareincorporatedinto this Agreement, in their entirety, by this reference.

2. Deposits.
a) Not later than three (3) businessdays following the Effective Date (as definedbelow) of thisAgreement, theDevelopershallprovidetotheCityadepositin theamount of One Hundred Thousand Dollars ($ 100,000) in immediately availablefunds ("Initial Deposit") to ensurethat the City and Developer will proceed diligently and in good faith to fulfill their respectiveobligationsunderthis Agreementduring the Negotiation Period (asdefined in Section 3( a)), andaspartoftheconsiderationfortheCity'sagreementnottonegotiatewithotherpersons duringthe NegotiationPeriod, andto defraycertaincostsof the City incurredon or afterthe Effective Date in pursuing the contemplatednegotiationswith the Developerduring the NegotiationPeriod. TheCity shallprovideDeveloperwith a summaryof costschargedagainst theInitial Deposit (and, if applicable, theExtensionDeposit) in sixty (60) dayintervalsafterthe EffectiveDate. Saidsummariesof costsshallbefor informationalpurposesonly andtheParties agreethat the Deposit shall beusedin the City' s discretion in furtheranceof the negotiationsand developmentof theProject. At theterminationof this Agreement, anyremainingfundsshall, at theDeveloper'soption, either beappliedto thepurchaseprice or returnedto theDeveloperwithin thirty ( 30) days after requestfrom Developer. Developer acknowledgesthat the Initial Deposit shallbein additionto thosefeesandexpensesrequiredbytheCity for anypermit, otherrequired entitlement or Project processing. A portion of the Initial Deposit in an amount equal to One Hundred Dollars ($ 100) shall immediately become non-refundable upon Developer's transferof the 5097426. 1 - L853. 1
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InitialDepositto theCityunderthis Agreementasconsiderationfor the City' s agreementnot to negotiatewith otherpersonsduring theNegotiationPeriod.

3. Term of Agreement.
a) -
Therightsanddutiesof theCity andtheDeveloperestablishedby this Agreementshallcommenceon thefirst dateon which all of thefollowing haveoccurred (the Effective Date"): ( 1) execution of this Agreement by the authorized representative(s) of the Developeranddeliveryof suchexecutedAgreementtotheCity, (2) paymentof theInitial Deposit to the City by theDeveloper, in accordancewith Section2(a), (3) approvalof thisAgreementby the City governing body and execution of this Agreementby the authorizedrepresentative(s) of the City, and (4) delivery of suchfully executedAgreementto the Developer, the exact date of whichshallbemutuallyagreedto bythePartiespromptlyafterDeveloper'sreceiptof thefully executedAgreementfrom theCity asevidencedin writing signedby theirrespectiveauthorized representatives. The City shall deliver a fully executed counterpart original of this Agreement to theDeveloper, withinten (10) calendardaysfollowingtheCity governingbody'sapprovalof this Agreement, andtheexecutionofthisAgreementbytheauthorizedrepresentative(s) of theCity.

ThisAgreementshallcontinuein effectfor theperiodof OneHundredEighty (180) consecutive calendardays immediately following the Effective Date ("Negotiation Period"), subject to the limitationsof Sections3(b). DuringtheNegotiationPeriod, thePartiesshallworkcollaboratively in good faith to developandagreeupona DDA.
b) TheParties, by writtenagreementof theDeveloperandtheCity Manager of the City (the "City Manager"), may extendthe Negotiating Periodfor up to two (2) additional periodsofninety (90) dayseach. Theterm "NegotiatingPeriod" asusedhereinshallincludeany extensionsof suchNegotiating Periodpursuantto this Section. c)
Uponeachextensionof theNegotiationPeriod, if any, theDevelopershall provide to the City an additional deposit of Fifty ThousandDollars ($50,000) in immediately availablefunds on the first day of any extensionof the Negotiation Period (each, an "Extension Deposit"). EachExtensionDepositisintendedto ensurethatthePartieswill proceeddiligently andin goodfaith to fulfill the obligationsunderthis Agreementduringany extensionof the NegotiationPeriod, aspart of theconsiderationfor theCity' s agreementnot to negotiatewith other personsduringany suchextensionof theNegotiationPeriod, andto defraycertaincostsof the City. Notwithstandingtheimmediatelyprecedingsentenceor anyotherpartof thisAgreement, in noeventshalltheNegotiationPeriodexceedThreeHundredSixty (360) consecutivecalendar days from the Effective Date.
d) This Agreement shall automatically expire and be of no further force or effect at the end of the Negotiation Period (asthe samemay be extended). Notwithstanding the foregoing, if beforethis Agreementexpires, both the City andtheDeveloperapproveandexecute a DDA acceptable to both the City and the Developer, in their respective sole and absolute discretion, then this Agreement will terminate on the effective date of such DDA. e) If during theterm of this Agreementthe City receivesaNotice of Violation NOV") or similar communication of non-compliancewith the provisions of the SLA from the CaliforniaDepartmentof HousingandCommunityDevelopment ("HCD") related to compliance 5097426. 1 - L853. 1
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with the SLA, the City shall return the Initial Deposit to the Developer and the term of this Agreementshallbetolleduntil: thedateof theNOV determinestheCity hascompliedwith the termsof the SLA, at which point the Developershall immediately return the Initial Deposit to the City. If the SLA issuesareresolvedto the City andDeveloper's reasonablesatisfactionthen the term of this Agreementshall recommenceandthe numberof daysthat the Agreementwastolled shall be extended to the Initial Term.

4. Obligationsof Developer. Duringthe NegotiationPeriod, andpursuantto the attachedMilestone Schedule (Exhibit C) in furtheranceof the creationof a DDA, Developershall proceeddiligentlyandin goodfaithtodevelopandpresentto Citystaffand, subsequently, tothe City governingbody, for review, of the following:
a) A proposedcomplete conceptualdevelopmentplan for the Project on the Propertythat describesanddepicts: (1) the location andplacementof proposedbuildings and (2) the architectureand elevationsof the proposedbuildings; b) Proposedzoningchangeor changesto theCity's GeneralPlan, if any, necessaryto accommodatetheProjectontheProperty, includingworkingwith theCity'splanning consultantsonaformbaseddevelopmentzoningcodespecifictothePropertyandparticipatingas astakeholderin the developmentof the overall downtown specificplan development; c) A list of potentialusersor tenantsfor theProperty, asdevelopedwith the Project;
d) A proposedtime scheduleand cost estimatesfor the developmentof the Projecton theProperty;
e)
A proposedfinancingplanidentifyingfinancingsourcesfor all privateand public improvements proposed for the Project; and
f) A preliminary financial analysisdemonstratingthe costsandbenefitsto the Cityregardingall construction, maintenanceandoperationsof all proposedpublicimprovements, the costsof additionalor increasedlevels of public servicesand any new public revenues anticipatedto be generatedby the Project.
g) During the Negotiation Period, Developer shall not make or commit to makinganypolitical contributionsto theCity'slegislativegoverningbody.

5. Negotiation of DDA.
a)
DuringtheNegotiationPeriod, eachoftheCityandDevelopershallproceed to work diligentlyandin goodfaith to negotiatea DDA betweenthem. TheCity andDeveloper shall generallycooperatewith eachother, including, without limitation, making themselves availableto meet and discussthe Project and any other matterspertainingto the developmentof the Property such as evaluatingexisting municipal infrastructureandwater facilities to facilitate futuredevelopmentandsupplysuchavailabledocumentsandinformationasmaybereasonably requested by the other to facilitate the conduct of the negotiations. 5097426. 1 -- L853. 1
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b) BoththeCityandDevelopershallexercisecommerciallyreasonableefforts to completediscussionsrelating to the termsandconditions of a DDA and suchother matters, as maybemutually acceptableto boththe City andDeveloper, in their respectivesolediscretion. The exact terms and conditions of a DDA, if any, shall be determinedduring the course of these negotiations. Nothing in this Agreement shall.be interpreted or construed to be a representation or agreementby eithertheCityorDeveloperthatamutuallyacceptableDDA will beproducedfrom negotiationsunderthisAgreement. Nothingin thisAgreementshallimposeanyobligationon eitherPartyto agreeto a definitiveDDA in the future. Nothing in this Agreementshall be interpretedor construedto beaguaranty, warrantyor representationthatanyproposedDDA that maybenegotiatedby City staffandDeveloperwill beapprovedby theCitygoverningbody.

Developeracknowledgesand agreesthat the City' s considerationof any DDA is subject to the soleandabsolutediscretionof theCity governingbodyandall legallyrequiredpublic hearings, publicmeetings, notices, factualfindingsandotherdeterminationsrequiredby law. c) TheCity andDevelopershallmeetduringtheNegotiationPeriodto discuss appropriatedevelopmentissuesincludingapproachesto appraisingthePropertyfor purposesof settingthe fair marketvalue price of the Property.

6. Restrictions Against Change in Ownership, Management and Control of Developer and Assignment of Agreement.
a)
The qualificationsand identity of Developerand its principals are of particularconcernto the City. It is becauseof thesequalificationsandidentitythattheCity has enteredintothisAgreementwith Developer. DuringtheNegotiationPeriod, no voluntaryor involuntarysuccessor -in -interestof Developershall acquireany rights or powersunderthis Agreement, exceptasprovided in Section6(c).
b) Developershallpromptlynotify theCity in writingof anyandall changes whatsoeverin the identityof thebusinessentitiesor individualseithercomprisingor in Control as defined in Section 6( d)) of Developer, aswell as any and all changesin the interest or the degreeof ControlofDeveloperbyanysuchperson, of whichinformationDeveloperoranyofits shareholders, partners, members, directors, managersor officers are notified or may otherwise have knowledge or information. Upon the occurrenceof any significant or material change, whethervoluntary or involuntary, in ownership, managementor Control of Developer (otherthan suchchangesoccasionedbythedeathor incapacityof anyindividual) thathasnotbeenapproved by the City, which approval shall not be unreasonablywithheld, prior to thetime of suchchange, the City mayterminatethis Agreement, withoutliability to Developeror anyotherpersonand refundanyremainingdepositfundsprovided by Developerto the pursuantto Section2(a), above, by sendingwritten notice of terminationto the Developer, referencingthis Section6(b). c) Developer may assign its rights under this Agreement to an Affiliate ( as defined in Section 6( d)), on the condition that such Affiliate expressly assumesall of the obligationsof DeveloperunderthisAgreementin awritingreasonablysatisfactoryto theCity, and further provided that Developer shall at all times, control any suchAffiliate and be responsible and obligated directly to the City for performance of the Developer's obligations under this Agreement.
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d) ForthepurposesofthisAgreement, theterm "Affiliate" meansanyperson, directlyor indirectly, controllingor controlledby or undercommoncontrolwith the Developer, whetherby director indirectownershipof equityinterests, by contract, or otherwise. For the purposes of this Agreement, " Control" meanspossession, directlyor indirectly, of the powerto directorcausethedirectionofthemanagementandpoliciesofanentity, whetherbyownershipof equity interests, by contract, or otherwise.
e) Notwithstanding the provisions of this Section6, Developer shall havethe rightto bringin oneor moreparticipatingdevelopers, subjectto theCity'sapproval, which shall not be unreasonablywithheld, conditioned or delayed; provided that Developer maintains a controlling interestin the Project.

7. Obligations to Review Draft Agreements and Attend Meetings. a) During the Negotiation Period, the Partiesshall establisha schedulefor in person/virtualmeetingsasmaybenecessarytomeetthedeadlinesforpreparingandexecutinga DDA withintheNegotiationPeriod. EachPartyshalldiligentlyreviewandpromptlycommenton draft versionsof aDDA providedby theotherPartyand, if thetermsandconditionsof suchaDDA areagreeduponbetweenCitystaffandDeveloper, DevelopershallsubmittheDDAfullyexecuted bytheauthorizedrepresentative(s) of Developerto theCityManagerfor submissionto theCity governingbodyfor consideration. Any futureDDA shallconsistof termsandconditionsacceptable to bothDeveloperandtheCity governingbody, in their respectivesoleandabsolutediscretion. b) DuringtheNegotiationPeriod, DevelopershallalsokeepCity staffadvised on theprogressof the Developerin performing its obligationsunderthis Agreement, on a regular basis, butnolessthanmonthly, orasrequestedbyCitystaff, including, withoutlimitation, having oneor moreof Developer's employeesor consultantswhoareknowledgeableregardingthis Agreement, thedesignandplanning of the Projectandtheprogressof negotiationof aDDA, such thatsuchperson(s) canmeaningfullyrespondto Cityand/or Citystaffquestionsregardingthe progressof the design andplanning of the Project or the negotiationof a DDA, attend both: (1) periodicmeetingswithCitystaff, asreasonablyscheduledandrequestedbyCitystaffduringthe NegotiationPeriod, and (2) meetingsof the City governingbody, whenreasonablyrequestedto do so by City staff.
c)
ThePartiesagreethatkeepingthepublicinformedof theprogressbeing made on the Project is important to the overall successof the Project. In furtherance of the above:
i) Developer shall provide City staff with biweekly reports summarizing Developer' s activities in relation to the Project which staff will share with the Council and, whenappropriatedisseminateto thepublic throughthemediaor socialmediaoutlets, andplaceontheCity'swebpagededicatedto theDowntownSpecificPlanproject. ii) City shall keep Developerreasonablyand timely advisedof pertinentdevelopmentsaffecting theProject.
iii) ThePartiesagreethatpublicpresentationswill bemadejointly orif individually then with the knowledgeof the otherParty.
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8. Developer to Pay All Costsand Expenses. All fees or expenses of engineers, architects, financialconsultants, legal, planningor otherconsultantsor contractors, retainedby Developerfor anystudy, analysis, evaluation, report, schedule, estimate, environmentalreview, planningand/ordesignactivities, drawings, specificationsorotheractivityormatterrelatingtothe PropertyortheProjectornegotiationofaDDAthatmaybeundertakenbyDeveloperduringthe Negotiation Period, pursuantto or in relianceupon this Agreementor in Developer's discretion, regardinganymatterrelatingtoaDDA, thePropertyortheProject, shallbethesoleresponsibility ofandundertakenatthesolecostandexpenseof Developerandnosuchactivityormattershall bedeemedtobeundertakenforthebenefitof, attheexpenseof orin relianceupontheCity.

Developershallalsopayall fees, chargesandcosts, makeall depositsandprovideall bondsor othersecurityassociatedwith the submissionto andprocessingby the City of any and all applicationsandotherdocumentsandinformationto be submittedto the City by Developer pursuanttothisAgreementor otherwiseassociatedwiththeProject. TheCity shallnotbeobligated topayorreimburseanyexpenses, fees, chargesorcostsincurredbyDeveloperinpursuitof any study, analysis, evaluation, report, schedule, estimate, environmentalreview, planningand/or designactivities, drawings, specificationsorotheractivityormatterrelatingtothePropertyorthe Projector negotiationof a DDA thatmaybeundertakenby DeveloperduringtheNegotiation Period, whetherornotthisAgreementis, eventually, terminatedor extendedoraDDA isentered into between the City and Developer, in the future.

9. City Not To NegotiateWith Others. DuringtheNegotiationPeriod, theCity and City staffshallnot negotiatewith anyotherpersonregardingthe saleor redevelopmentof the Property. The term " negotiate," asusedin thisAgreement, meansandrefersto engagingin any discussionswith a personother thanDeveloper, regardlessof how initiated, with respectto the availabilityof thePropertyor thatperson's redevelopmentof theProperty, withoutDeveloper's prior written consent. Developeracknowledgesthat City mayreceiveandretain unsolicited offers regardingredevelopmentof theProperty, but the City shallnot entertainanyoffer or negotiate with the proponentof any suchoffer during the Negotiation Period; provided, however, that the City shallnotify suchproponentthat it is aparty to this Agreementand, provided, further, that the City shall disclose and promptly provide to Developer copies of any such unsolicited offers.

Developeracknowledgesthatthe City is a public agencyandsubjectto the provisionsof the California Public RecordsAct, GovernmentCodeSection6254, et. seq. (the "Act"). The City shall inform Developerof anyrequestfor informationreceivedpursuantto theAct andshallnotdisclose any financial or other information marked or otherwise designatedas confidential without first notifying Developerandproviding Developerwith reasonablenotice of the request. If Developer believestheinformationrequestedisconfidential, Developermaypursueacourtorderpreventing thereleaseof therequestedinformation, andtheCity shallrefrainfromdisclosingtheinformation pendingthecourt's determination. In suchcase, Developershalldefend, indemnifyandholdthe City, itsofficers, officials, agents, andemployeesharmlessfromandagainstanyandallliability, loss, expense (including reasonableattorneys' fees), or claims for injury or damages, whether actual, alleged, or threatened, arising out of or in any way attributableto a requestrelatedto or a claim under the Act.

14. Acknowledgments and Reservations.
a)
Exceptasotherwiseprovidedin this Agreement, theCity andDeveloper agreethat, if this Agreement expires or is terminated for any reason, or a future DDA is not 5097426. 1 -- LS53. 1
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approvedandexecutedby boththeCityandDeveloper, for anyreason, neitherthe City nor Developershallbeunderanyobligation, norhaveanyliability to eachotheror anyotherperson regardingthe saleor other disposition of the Property or the redevelopmentof the Project or the Property; provided, however, thatin theeventthisAgreementterminates, theCity shallreturnto Developer within ten (10) businessdays of such termination (i) any and all deposits due to be refunded pursuant to Section 2 of this Agreement.
b) Developeracknowledgesand agreesthat no provision of this Agreement shallbedeemedtobeanofferbytheCity, noranacceptancebytheCityof anyofferorproposal fromDeveloperfor theCitytoconveyanyestateorinterestinthePropertyto Developerorfor the City to provide any financial or other assistanceto Developerfor redevelopmentof the Projector the Property.
c) Developer acknowledges and agrees that Developer has not acquired, nor will acquire, by virtue of thetermsof this Agreement, anylegalor equitableinterestin realor personalproperty from the City.
d) Certaindevelopmentstandardsanddesigncontrolsfor theProjectmaybe establishedbetweenDeveloperandtheCity, butit isunderstoodandagreedbetweentheCityand DeveloperthattheProjectandtheredevelopmentof thePropertymustconformto all Cityand other applicable governmental development, land use and architectural regulations and standards, except as may otherwise be provided in the DDA. Drawings, plans and specifications for the Projectshallbesubjectto theapprovalof theCity throughthestandarddevelopmentapplication processforprojectsofthisnature. NothinginthisAgreementshallbeconsideredapprovalof any plansor specificationsfor theProjector of theProject itself by the City. e) The City reserves the right to reasonably obtain further available information and datato ascertainthe ability and capacity of the Developer to acquire or lease, developandoperatethePropertyand/ortheProject. TheDeveloperacknowledgesthatit maybe requestedto make certain financial disclosuresto the City, its staff, legal counsel or other consultants, aspartof thefinancialduediligenceinvestigationsof theCityrelatingto thepotential saleof the Property and redevelopmentof the Projecton the Property by the Developer andthat any suchdisclosuresmay becomepublic records. TheCity shallmaintaintheconfidentialityof financialinformationof theDeveloperto the extentallowedby law, asdeterminedby theCity Attorney. If, however, any individualfor privacyreasonschoosesnotto furnishanypersonal financialinformation, thentheCity shallrelysolelyonthefinancialdisclosuresprovidedby Developer. If anindividualfailsto providetherequestedpersonalfinancialinformationtheCity may acceptor reject, with explanation, the financial disclosureprovidedby Developer. f) Any information, drawings, designs, plans, specifications, studies, reports, sketches, conceptual plans, development plans and financing plans relating to the Project collectively, the " Information") prepared for and/or developed by Developer and furnished to the City, excludingany mattersof publicrecordor mattersgenerallyknownto thepublic, shallbe treatedby the City asa tradesecretand/or proprietaryandconfidentialand, exceptasmaybe requiredby law, will not be disclosedby the City to anyoneother than on aneed -to -know basis andto the City's consultantsand attorneyswho agreeto maintainthe confidentialityof the 5097426. 1-- LB53. 1
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Information. Developershallbetheownerof andpossessall intellectualpropertyrightsto the Information.

11. Nondiscrimination. Developershallnotdiscriminateagainstnorsegregateany person, orgroupofpersonsonaccountofrace, color, creed, religion, sex, maritalstatus, handicap, nationalorigin or ancestryin undertakingits obligations underthis Agreement.

12. Limitation on Damages and Remedies.

THE DEVELOPER AND THE CITY ACKNOWLEDGE THAT IT IS

EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE AMOUNT OF

DAMAGES THAT WOULD BE SUFFEREDBY THE DEVELOPER UPON THE BREACH OF THIS AGREEMENT BY THE CITY. HAVING MADE DILIGENT BUT UNSUCCESSFUL

ATTEMPTS TO ASCERTAIN THE ACTUAL DAMAGES THE DEVELOPER WOULD

SUFFERUPONTHEBREACHOFTHISAGREEMENTBY THE CITY, THEDEVELOPER

AND THE CITY AGREE THAT A REASONABLE ESTIMATE OF THE DEVELOPER' S DAMAGES IN SUCH EVENT IS ONE HUNDRED THOUSAND DOLLARS ($ 100, 000) ( THE LIQUIDATED DAMAGES AMOUNT"). THEREFORE, UPON THE BREACH OF THIS

AGREEMENT BY THE CITY, THE CITY SHALL PAY THE LIQUIDATED DAMAGES AMOUNT TO THE DEVELOPER AND THIS AGREEMENT SHALL TERMINATE.

RECEIPT OF THE LIQUIDATED DAMAGES AMOUNT SHALL BE THE DEVELOPER' S

SOLE AND EXCLUSIVE REMEDY ARISING FROM ANY BREACH OF THIS AGREEMENT BY THE CITY.

Initials of Authorized Initials of Authorized
Representativeof City Representative of Developer
a) THE CITY AND THE DEVELOPER EACH ACKNOWLEDGE AND

AGREE THAT THE CITY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT, IF IT

WERE TO BE LIABLE TO THE DEVELOPER FOR ANY MONETARY DAMAGES,

MONETARY RECOVERY OR ANY REMEDY OTHER THAN TERMINATION OF THIS AGREEMENT AND PAYMENT OF THE LIQUIDATED DAMAGES AMOUNT.

ACCORDINGLY, THE CITY AND THE DEVELOPER AGREE THAT THE DEVELOPER' S

SOLE AND EXCLUSIVE RIGHT AND REMEDY UPON THE BREACH OF THIS

AGREEMENT BY THE CITY IS TO TERMINATE THIS AGREEMENT AND RECEIVE THE LIQUIDATED DAMAGES AMOUNT.
b) THE CITY AND THE DEVELOPER EACH FURTHER

ACKNOWLEDGE AND AGREE THAT THE DEVELOPER WOULD NOT HAVE ENTERED

INTO THIS AGREEMENT, IF IT WERE TO BE LIABLE TO THE CITY FOR ANY

MONETARY DAMAGES, MONETARY RECOVERY OR ANY REMEDY OTHER THAN

TERMINATION OF THIS AGREEMENT AND PAYMENT OF PROVABLE ACTUAL

DAMAGES UP TO AND NOT TO EXCEED THE AMOUNT OF ONE HUNDRED THOUSAND DOLLARS ($ 100, 000). ACCORDINGLY, THE CITY AND THE DEVELOPER

AGREE THAT THE CITY' S SOLE AND EXCLUSIVE RIGHT AND REMEDY UPON THE

BREACH OF THIS AGREEMENT BY THE DEVELOPER IS TO TERMINATE THIS

AGREEMENT AND RECEIVE PAYMENT OF PROVABLE ACTUAL DAMAGES UP TO 5097426. 1 - L853. 1
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AND NOT TO EXCEED THE AMOUNT ONE HUNDRED THOUSAND DOLLARS 100, 000).
c) EACH OF THE CITY AND THE DEVELOPER ACKNOWLEDGES

THAT IT IS AWARE OF THE MEANING AND LEGAL EFFECT OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES:

A GENERAL RELEASE DOESNOT EXTEND TO CLAIMS THAT THE CREDITOR

OR THE RELEASING PARTY DOESNOT KNOW OR SUSPECTTO EXIST IN HIS OR HER

FAVOR AT THE TIME OF EXECUTING THE RELEASE AND, THAT IF KNOWN BY HIM

OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
d) CALIFORNIA CIVIL CODE SECTION 1542 NOTWITHSTANDING, IT

IS THE INTENTION OF THE PARTIES TO BE BOUND BY THE LIMITATION ON DAMAGES, RECOVERY AND REMEDIES SET FORTH IN THIS SECTION 12, AND

PARTY HEREBY RELEASES ANY AND ALL CLAIMS AGAINST THE OTHER PARTY

FOR MONETARY DAMAGES, MONETARY RECOVERY OR OTHER LEGAL OR

EQUITABLE RELIEF RELATED TO ANY BREACH OF THIS AGREEMENT, EXCEPT

WITH RESPECT TO THE DEVELOPER RECEIPT OF THE LIQUIDATED DAMAGES

AMOUNT, WHETHER OR NOT ANY SUCH RELEASED CLAIMS WERE KNOWN OR

UNKNOWN TO THE DEVELOPER AS OF THE EFFECTIVE DATE OF THE

TERMINATION OF THIS AGREEMENT, AND WITH RESPECTTO THE CITY RECEIPT

OF PROVABLE ACTUAL DAMAGES UP TO AND NOT TO EXCEED ONE HUNDRED THOUSAND DOLLARS ($ 100,000), WHETHER OR NOT ANY SUCH RELEASED CLAIMS

WERE KNOWN OR UNKNOWN TO THE CITY AS OF THE EFFECTIVE DATE OF THE TERMINATION OF THIS AGREEMENT. EACH OF THE CITY AND THE DEVELOPER SPECIFICALLY WAIVES THE BENEFITS OF CALIFORNIA CIVIL CODE SECTION 1542

AND ALL OTHER STATUTES AND JUDICIAL DECISIONS ( WHETHER STATE OR

FEDERAL) OF SIMILAR EFFECT WITH REGARD TO THE LIMITATIONS ON DAMAGES

AND REMEDIES AND WAIVERS OF ANY SUCH DAMAGES AND REMEDIES CONTAINED IN THIS SECTION 12.

Initials of Authorized
Representative of City

13. Default.
0 Initials of Authorized
Representative of Developer
a)
Failureor delayby eitherPartyto performanymaterialtermor provision ofthisAgreementshallconstituteadefaultunderthisAgreement. If thePartywhoreceivesnotice of a defaultfrom the otherParty cures, correctsor remediesthe allegeddefaultwithin fifteen (15) calendardaysafterreceiptofwrittennoticebytheotherPartyspecifyingsuchdefault, suchParty shall not be in default under this Agreement. In such caseswhere more than fifteen ( 15) calendar daysarereasonablyrequiredto curesaiddefaultthe defaultingPartyshallcommencethe cure within fifteen (15) calendardaysanddiligentlypursuethecure. Any monetarydefaultshallbe curedwithin thefifteen (15) calendardaycureperiod. Notwithstanding, anythingcontraryin this Agreement, under all circumstances, eachParty shall exercisegood faith and commercially 5097426. 1 - L853. 1
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reasonable efforts to cure, correct or remedy any default, time being of the essence. If there are lessthanfifteen (15) daysremainingintheNegotiationPeriod, thecureperiodallowedpursuant to this Section13(a) shallbeautomaticallyreducedto thenumberof daysremainingin the Negotiation Period.
b) ThePartyclaimingthata defaulthasoccurredshallgivewritten noticeof defaulttothePartyclaimedtobeindefault, specifyingtheallegeddefault. Delayingivingsuch noticeshall not constituteawaiver of anydefault nor shallit changethetime of default. However, theinjuredPartyshallhaveno rightto exerciseanyremedyfor a defaultunderthis Agreement, withoutfirstdeliveringwrittennoticeofthedefaultandallowingtheapplicableperiodtocureany such default as set forth in Section 13( a).
c) Any failure or delay by a Party in assertingany of its rights or remediesas to any default shall not operateasa waiver of any default or of any rights or remediesassociated with a default.
d) Subject to Section 13( a), if a defaultof eitherPartyremainsuncuredfor morethan fifteen (15) calendardaysfollowing receipt of written notice of suchdefault, a "breach" of this Agreement by the defaulting Party shall be deemedto have occurred. In the event of a breachof thisAgreement, thesoleandexclusiveremedyof thePartywho isnotin defaultshallbe to terminatethis Agreementby servingwrittennoticeof terminationon thePartyin breachand thenon -defaultingPartyshallalsobeentitledto receivethedamagesasprovidedfor in Section

12. 14. Compliance with Law. Developeracknowledgesthat anyfutureDDA, if approved bythegoverningbodyof theCity, will requireDeveloper (amongotherthings) to carryoutthe developmentof the Projectin conformitywith all applicablelaws, including all applicable building, planningandzoninglaws, environmentallaws, safetylawsandfederalandstatelabor and wage laws.

15. PressReleases. TheDeveloperagreesto obtaintheapprovalof theCity Manager orhisorherdesigneeorsuccessorinfunctionofanypressreleasesDevelopermayproposerelating to theleaseor redevelopmentof thePropertyor negotiationof aDDA withtheCity, priorto publication. Therightsandobligationsinthisprovisionshallnotapplyto leasingandmarketing brochuresand/or information distributed by email or placedonline on abrokeragewebsiteor real estate website such as LoopNet. com.

16. Notice. All noticesrequiredunderthisAgreementshallbepresentedinperson, by nationallyrecognizedovernightdeliveryserviceor by facsimileandconfirmedby first class certified or registeredUnited StatesMail, with return receipt requested, to the addressand/or fax numberfor thePartysetforthin thisSection16. NoticeshallbedeemedconfirmedbyUnited StatesMail effective the third ( 3rd) businessday after deposit with the United StatesPostal Service. ThePartytenderingnoticeshallmaintainproofof deliveryandprovidesuchproofif requestedby the other Party. Notice by personalserviceor nationallyrecognizedovernight deliveryserviceshallbeeffectiveupondelivery. EitherPartymaychangeits addressfor receipt of noticesby notifyingtheotherPartyin writing. Deliveryof noticesto courtesycopyrecipients shallnot berequiredfor valid notice to a Party:
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TO DEVELOPER: SanBernardinoDevelopmentCompany
LLC
ATTN: Ran Torkan
4221 Wilshire Boulevard, Suite 380
Los Angeles, CA 90010
Telephone: 323. 932. 7777
Email: [email protected]
COPY TO: Renaissance Downtowns USA LLC
ATTN: Donald Monti
410 Jericho Turnpike, Suite 202
Jericho, NY 11753
Telephone: 516. 457. 7545
Email:
dmonti@renaissancedowntownsusa. com
Ernesto Hidalgo
1050 W. Alameda Ave., 4501
Burbank, CA 91506
Telephone: 818. 454. 8762
Email:
ehidalgo@renaissancedowntownsusa. com
AlvaradoSmith, APC
633 W. 5t' Street, Suite 900
Los Angeles, CA 90071
Attn: Raul F. Salinas
Attn: JerryJ. Ruiz
Email: rsalinas@alvamdosmith. com and
[email protected]
TO CITY Robert D. Field
City Manager
City of SanBernardino
290 North " D" Street
San Bernardino, California 92401
Office: 909.384.5122 1Fax: 909.384.5138
Field—[email protected]
COPY TO: Michael A. Huntley
Director of Community andEconomicDevelopment
City of SanBernardino
290 North " D" Street
San Bernardino, CA 92401
Office: 909- 3 84- 5357
Huntle±
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Sonia Carvalho
City Attorney
City of SanBernardino
18101 Von Karman Ave
Suite 1000
Irvine, CA 92612
Office: ( 949) 263- 2600
Fax: ( 949) 260- 0972

17. Warranty Against Payment of Consideration for Agreement. Developer warrantsthatithasnotpaidorgiven, andwillnotpayorgive, anythirdpartyanymoneyorother considerationfor obtainingthis Agreement. Third parties, for thepurposesof this Section 17, shall notincludepersonstowhomfeesarepaidforprofessionalservices, if renderedbyattorneys, financialconsultants, accountants, engineers, architects, brokers, marketingandpublicrelations consultantsandotherconsultants, whensuchfeesandservicesareconsiderednecessaryby Developer.

18. Acceptance of Agreement by Developer. Developer shall acknowledge its acceptanceof this Agreement by delivering to the City three (3) original counterpart executed copiesof thisAgreementsignedby theauthorizedrepresentative(s) of Developer.

19. CounterpartOriginals. This Agreementmay be executedby the City and Developer in multiple counterpart originals, all of which together shall constitute a single agreement.

20. No Third -Party Beneficiaries. Nothing in this Agreementis intendedto benefit any person or entity other than the City or Developer.

21. Governing Law. The City and Developer acknowledge and agree that this Agreementwasnegotiated, enteredintoandisto befully performedintheCity of SanBernardino, California. -TheCity andDeveloperagreethatthis Agreementshallbegovernedby, interpreted under, andconstruedand enforcedin accordancewith the laws of the Stateof California, without applicationof suchlaws' conflictsof lawsprinciples. Thevenuefor anysuchactionshallbeSan Bernardino County.

22. Waivers. No waiver of any breach of any term or condition contained in this Agreementshall be deemeda waiverof anyprecedingor succeedingbreachof suchterm or condition, or of any otherterm or condition containedin this Agreement. No extensionof thetime for performanceof anyobligationor act, nowaiverof anytermor conditionof this Agreement, nor anymodificationof this Agreementshallbe enforceableagainsttheCity or theDeveloper, unlessmadein writing andexecutedby both the City andthe Developer.

23. Construction. Headingsat the beginning of eachsectionand sub -sectionof this AgreementaresolelyfortheconvenienceofreferenceoftheCityandDeveloperandarenotapart of this Agreement. Wheneverrequiredby the contextof this Agreement, thesingularshallinclude the plural andthe masculineshall include the feminine andvice versa. This Agreementshall not 5097426. 1- 1.853. 1
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beconstruedasif it hadbeenpreparedby one or the other of the City or Developer, but ratheras if boththe City andDeveloperpreparedthis Agreement. Unlessotherwiseindicated, all references to sectionsareto this Agreement. All exhibitsreferredto in thisAgreementareattachedto this AgreementandincorporatedintothisAgreementbythisreference. If thedateonwhichtheCity or Developeris requiredto takeanyactionpursuantto thetermsof thisAgreementis not a business dayoftheCity, theactionshallbetakenonthenextsucceedingbusinessdayoftheCity.

24. Attorneys' Fees. If eitherPartyheretofiles any actionor bringsany actionor proceedingagainstthe otherarisingout of this Agreement, thenthe prevailingParty shallbe entitled to recoverasan elementof its costsof suit, andnot asdamages, its reasonableattorneys' feesasfixedbythecourt, insuchactionorproceedingorin aseparateactionorproceedingbrought to recover such attorneys' fees. For the purposeshereof the words "reasonableattorneys' fees" meanandinclude, in thecaseof eitherParty, salariesandexpensesof thelawyersworkingfor or employedby suchParty (allocatedon anhourly basis) to the extentthey provide legal servicesto suchParty in connectionwith the representationof thatParty in any suchmatter.

Signatures on following page]
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THE CITY OF SAN BERNARDINO

EXCLUSIVE NEGOTIATION AGREEMENT
Carousel Mall)
IN WITNESS WHEREOF, the City and the Developer have executed this Negotiation Agreement on the dates indicated next to each of the signatures of their authorized representatives, as appear below.

DEVELOPER:

SAN BERNARDINO DEVELOPMENT

COMPANY, LLC
Dated: 8/ 11/ 2021 By: T>&91a" N& M4Z-
Its: Authorized Representative
CITY:

THE CITY AN B RDINO
By:

ATTES
By: ZL'4
City Clerk
APPROVED AS TO FORM:

BEST BEST & KRIEGER, LLP
13 City Attorney
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EXHIBIT " A"
TO

NEGOTIATION AGREEMENT
Property Le, --al Descri: tion
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Exhibit " A"
Legal Description
All that certain RealPropertysituated in the Cityof SanBernardino, Countyof SanBernardino, Stateof California, described as follows:

Parcels 4, 5, 6, 7, 8, 9, 10, 11, 13, 14, 15, 16, 18, 19, 20 of Parcel Map No. 688, in the City of San Bernardino, Countyof SanBernardino, Stateof California, as per plat recordedin Book 25, Pages47 through 58, inclusive, of Parcel Maps in the Office of the County Recorder of said County.

Along with those certain easementscreated by, or arising out of, that certain instrument entitled Declaration of Restrictions, Construction, Operation, Restriction and Easement Agreement" dated as of December 24, 1970, executed by the Redevelopment Agency of the City of San Bernardino, a public body corporate and politic, John S. Griffith & Co., a corporation, and Curci- Turner Co., a partnership, Joint Venturers under the name and style of Central City Company, J.C. Penney Company, Inc., a corporation, Monwar PropertyCorporation, a corporation, The HarrisCompany, a corporation, Cityof San Bernardino, California, a municipal corporation, Upham Development Company, a Texas limited partnership, andConnecticutGeneralMortgageandRealtyInvestments, a Massachusettsbusinesstrust, which instrument was recorded on December 24, 1970, in Book 7580, Page280, Official Records of San Bernardino, California, includingrights of pedestrianand vehicularingress, egressand access, as said easements are more particularly described therein.

APNs: 0134- 181- 28 0134- 231- 27
0134- 201- 25 0134- 231- 28
0134- 211- 34 0134- 231- 29
0134- 211- 36 0134- 231- 31
0134- 211- 38 0134- 291- 11
0134- 221- 43 0134- 301- 20
0134- 221- 45 0134- 301- 22

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EXHIBIT " B"
WC

NEGOTIATION AGREEMENT
Conceptual Site Plan
r
a
sr
rIre
ay
0 ,, _
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EXHIBIT " C"
TO

NEGOTIATION AGREEMENT
Schedule of Performance
Within 15 Days of Effective Date ( , 2021) of ENA
Deal Term Memo
Developer shall submit a list of deal terms for discussion which shall be utilized in the City' s preparation of the first draft of the DDA.

Within 30 days of Effective Date (_, 2021) of ENA
DDANegotiationSessionsDeveloperandCityshallholdthefirstmeetingtonegotiatetheDDAandestablishameeting schedule for the negotiation of the DDA..

Within 90 Days of Effective Date ( , 2021) of ENA
Project Development A proposed time schedule and cost estimates for the development of the Project on Schedule and Cost the Property
Estimate
Full Project Submittal Submit a proposed complete conceptual development plan for the Project on the Property that describes and depicts: ( 1) the location and placement of proposed buildings and ( 2) the architecture and elevations of the proposed buildings.

Within 120 Days of Effective Date ( ) of ENA
Submit proposed zoning change parameters or changes to the City' s General Plan, as Zoning/ FBC it relates to the development of the Property and the Specific Plan for the redevelopment of the City' s Downtown Core Area, if any, necessary to accommodate the Project on the Property, including recommendations for a form based development zoning code specific to the Property
Tenant/ Development Provide staff with a list of potential users/ tenants for the Property and development Partners partners or merchant builders for the development of the Property.

Proforma and
Development Schedule
Fiscal Impact/ Benefit
Analysis
Submit proforma and preliminary development schedule including a proposed financing plan identifying financing sources for all private and public improvements proposed for the Project.

Developer shall submit a preliminary financial analysis demonstrating the costs and benefits to the City for all construction, maintenance and operations of all proposed public improvements, the costs of additional or increased levels of public services an any new public revenues anticipated to be generated by the Project Development Partners Submit letter( s) identifying investment partners. and Structure
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Submit letter( s) of interest (" LOI") identifying lenders and proof of ability to obtain Funding Partners and financing for what is to be developed on the Property under a revised Form Based Structure Zoning Code..

Within 150 Days of Effective Date (_) of ENA
Draft DDA I CompletenegotiationsanddraftDispositionandDevelopmentAgreement.

Final Revisions I Finalizerevisionstodevelopmentproposalandallrelevantmaterials City Council Hearing
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Within 180 Days of Effective Date (_) of ENA
Present development proposal and DDA to Council for final review and approval

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MANAGER' S CERTIFICATE

SAN BERNARDINO DEVELOPMENT COMPANY LLC)
The undersigned, DONALD MONTI. in his capacity as Manager of San Bernardino DevelopmentCompanyLLC, a Californialimitedliability company ("Company"), solely in such capacity, herebycertifiesto the City of SanBernardinothat:

1. AttachedheretoasExhibitA is atrue, correctandcompletecopyof theCertified CopyoftheArticlesofOrganizationoftheCompany, filedwiththeCaliforniaSecretaryofStateon April 27, 2021, Entity (File) Number202111710716, which Articles of Organizationhavenotbeen amended or modified and are in full force and effect as of the date hereof.

2. AttachedheretoasExhibitB isatrue, correctandcompletecopyof ScheduleI tothe Operating Agreement of the Company that lists the name and addressof eachMember, which Schedule1 hasnot beenamendedor modified andis in full force andeffect asof the datehereof.

3. The Employer Identification Number (" EIN") of the Companyis 87-2101138.

IN WITNESS WHEREOF, the undersigned has executedthis Manager's Certificate asof this 101' dayof August, 2021.

T. c? i2ertzi

DONALD MONTI
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EXHIBIT A
CertifiedCopyofArticlesof Organizationof SanBernardinoDevelopmentCompanyLLC California Secretary of State
Electronic Certified Copy
j
I, SHIRLEYN. WEBER, Ph.D.. Secretaryof Stateof the Stateof California, herebycertifythat the attachedtranscriptof 1 page is a full, true and correctcopyof the originalrecordin the custodyof the California Secretary of State's office.

IN WITNESS WHEREOF, I execute
this certificate and affix the Great
Seal of the State of California on
this day of April 27, 2021
SHIRLEY N. WEBER, Ph. D.

Secretary of State
Verification Number: KGVEUY
Entity (File) Number: 202111710716
To verify the issuance of this certificate, use the Verification Number above with the Secretary of State Electronic Veriication Search.ava;1abieat bfzffle.sos.ca.gav
Exhibit A
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i
California Secretary of State
Electronic Filing Secretary of State
State of California
LLC Registration — Articles of Organization
Entity Name: >- San Bemardino Development Z)
Company LLC
j
Entity (File) Number. 202111710716 Y
File Date: 04/ 23/ 2021 L
Entity Type: Domestic LLC g
Jurisdiction: California
E
Detailed Filing Information r $

1. EnemyName: San BemardinoDevelopmentComparryLLC
o

2. BusinessAddresses:
a. kutial Street Address of +-
Designated Office in California: 4221 W51shire Blvd, Suite 380 ( q Los Angeles, California 90010
United States
b. Initial NW14rgAddress:

U
4221 14'ilstlire Blvd. Suite MO
Los Angeles, California 90010
United States

3. Agent for Service of Process: Jien Torkan
4221 WVsture Boulevard, Suite 3tk1
Los Angeles Callfomia [ Colo
unm States

4. Management structure: More than One Manager

5. Purpose statement: Thepurposeofthelimitedliability
company is to engage in any IawfWact
oractivityforwhicha limitedliability
company may be organized underthe
California Revised Uniform Limited
LiabilityCompanyAct.

Electronic signature:

The organizer affirms the information contained herein Is true and correct.

Organizer. Jlsn Torkan
Use blslffe. sos.ca.govroronlineMing& searches. buslness records. andre" Wos.

Exhibit A
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FXHTRTT R
Schedule1to OperatingAgreement
of SanBernardinoDevelopmentCompanyLLC
Member Address Membershi ) Interest
Donald Monti c/o Renaissance Downtowns USA LLC 50%
410 Jericho Turnpike
Suite 202
Jericho, New York 11753
Jian Torkan c/o ICO Real EstateGroup, Inc. 50%
4221 Wilshire Blvd.

Suite 380
Los Angeles, California 90010
Exhibit B
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FIRST AMENDMENT TO

THE CITY OF SAN BERNARDINO

EXCLUSIVE NEGOTIATION AGREEMENT
Carousel Mall)

THIS FIRST AMENDMENT TO THE EXCLUSIVE NEGOTIATION AGREEMENT Agreement") is datedas of March 13, 2022, for referencepurposesonly, and is enteredinto by and betweenthe City of SanBernardino, a public body corporateand politic (" City") and San Bernardino Development Company, LLC, a California limited liability company (" Developer"), to provide a specified period of time to attempt to negotiate a disposition and development agreement. The City and the Developer are sometimes referred to in this Agreement individually, as a "Party" and, collectively, as the " Parties." This Agreement is entered into by the Parties with reference to the following recited facts (each, a "Recital"):

RECITALS
A The City is the owner of that certain real property located at 295 Carousel Mall, San Bernardino, CA 92401, San Bernardino ( APN ) and more specifically described in Exhibit A (" Property"); and
B The City has an interest in developing the Property and issued a Requestfor Qualifications; and
C The City received qualification submittals from multiple development teams and after review and clarification has chosen to proceed with Developer; and D The City complied with the Surplus Land Act (" SLA") ( Gov' t Code Section 54220 et seq.) and received confirmation from the California Department of Housing and Community Development on September 2, 2021; and
E The City andDeveloperenteredinto the original ENA (" Original ENA") effective September 13, 2021 for a term of 180 days; and
F The Original ENA expires on March 14, 2022 and the parties desire to extend the term of the Original ENA administratively asprovided for in Section3(b) of theOriginal ENA for ninety ( 90) days.

NOW, THEREFORE, IN VIEW OF THE GOALS AND OBJECTIVES OF THE CITY

RELATING TO THE SALE AND DEVELOPMENT OF THE PROPERTY AND THE

PROMISES OF THE CITY AND THE DEVELOPER SET FORTH IN THIS AGREEMENT, THE CITY AND THE DEVELOPER AGREE, AS FOLLOWS:

1. Incorporation of Recitals. The Recitals of fact set forth above are true and correct and are incorporated into this Agreement, in their entirety, by this reference. 5097426. 1 - L853. 1
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2. Term. The Term of the ENA is hereby extended administratively pursuant to Section3(b) of theOriginal Agreementfor ninety (90) daysandshallnow expireonMonday, June 13, 2022, unless extended as provided for in the Original ENA.

3. Affirmation Regarding Absence of Defaults. EachParryherebyrepresentsand warrantsto the otherPartythat, as of the EffectiveDateof this First Amendment, the non - representingPartyis not in materialuncureddefault of the Original ENA andthattherehavebeen no eventsthat, with thepassageof time, thegiving of notice, or both, would constituteaneventof default under the Original ENA. Each Parry understandsthat the foregoing representationand warrantyconstitutesmaterialconsiderationto theotherParryfor theotherParty's entryinto this First Amendment.

4. Effectiveness of First Amendment. The rights and duties of the City and the Developerestablishedby this First Amendmentshall commenceon the first dateon which all of the following have occurred: ( 1) execution of this First Amendment by the authorized representative(s) of theDeveloperanddelivery of suchexecutedFirst Amendmentto theCity, and 2) approvalof this First Amendmentby theCity Managerasprovided in Section3 of theOriginal ENA and delivery of such executed First Amendment to the Developer.

5. Effect Upon Original ENA. Except as expressly amended by this First Amendment, the Original ENA remains in full force and effect, unmodified except as otherwise expresslyhereinprovided. Wherevertheterm "Agreement" appearsin the Original ENA, it shall be read and understood to mean the Original ENA as amended by this First Amendment. In the eventof any direct conflict or inconsistencybetweenthe termsof the Original ENA andthis First Amendment, theterms of this First Amendmentshallbe controlling to the extentof suchconflict or inconsistency.

Signatures on following page]
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THE CITY OF SAN BERNARDINO

FRIST AMENDMENT TO THE EXCLUSIVE NEGOTIATION AGREEMENT
Carousel Mall)
IN WITNESS WHEREOF, the City and the Developer have executed this First Amendment to the Exclusive Negotiation Agreement on the dates indicated next to each of the signatures of their authorized representatives, as appear below.

Dated: 3/ 14/ 22

DEVELOPER -

SAN BERNARDINO DEVELOPMENT

COMPANY, LLC
LIM
Its: Authorized Representative
CITY:

THE CITY 9Z SAN BERNARDINO
By.

ATTEST
By
City Clerk
APPROVED AS TO FORM: -

BEST BEST & KRIEGER, LLP
B
CityAttorney
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From: George Saad
To: Michael Huntley; Nate Grein
Cc: Stephanie Sanchez
Subject: RE: NOA The Carousel Mall - BLVD Communities
Date: Monday, June 28, 2021 1:52:02 PM
Attachments: image001.png
image002.png
Caution - This email originated from outside the City - Verify that the Email display name and Email address are consistent. - Use caution when opening attachments.

Great, thanks Michael. Yes, that’s correct, due to our specialization in the affordable housing industry, we look forward to partnering with someone or purchasing a separate parcel directly to expand housing for low income residents in San Bernardino. 11911 San Vicente Blvd, Suite 355
Los Angeles, CA 90049
George M. Saad
Director of Acquisitions
O: 323.302.9610 x104
M: 626.808.5155
E: [email protected]
blvdcapitalinvestment.com
blvdcommunities.com
From: Michael Huntley
Sent: Monday, June 28, 2021 1:36 PM
To: Nate Grein
Cc: George Saad ; Stephanie Sanchez
Subject: RE: NOA The Carousel Mall - BLVD Communities
Mr. Grein,
The City appreciates BLVD Capital’s interest in the property. It would appear that your interest is in a portion of the property and not the entire 43 acres, correct? Please be advised that it is the City’s intent to sell the entire property. However, the City will hold your letter and share the information with the future owner who may wish to master plan the property dividing the site into different components, one of which may be for affordable housing. Please let me know if you have any questions.

Michael A. Huntley
Director of Community and Economic Development
City of San Bernardino
O: 909-384-5357
[email protected]
From: Nate Grein [mailto:[email protected]] Sent: Friday, June 25, 2021 12:15 PM
To: Michael Huntley
Cc: George Saad
Subject: NOA The Carousel Mall - BLVD Communities
Caution - This email originated from outside the City - Verify that the Email display name and Email address are consistent. - Use caution when opening attachments.

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Hi Michael,
My name is Nate Grein and I’m reaching out from BLVD Communities, an affordable housing owner and developer operating nationwide. Attached to this email is an LOI offering our company’s affordable housing expertise in the redevelopment of The Carousel Mall.

We are committed to preserving and promoting affordable housing in Southern California and look forward to hearing back about our potential role in this project.

Best,
Nate
11911 San Vicente Blvd, Suite 355
Los Angeles, CA 90049
Nate Grein
Development Analyst
O: 323.302.9610 x218
M: 971.678.9089
E: [email protected]
blvdcapitalinvestment.com
blvdcommunities.com

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From: Stephanie Sanchez
To: Nathan R. Freeman; Amanda Hernandez
Subject: Fwd: City of San Bernardino - Carousel Mall NOA Date: Wednesday, March 22, 2023 12:20:45 PM
Attachments: image001.png
Nathan - Please see the string of emails below with Matthew Yamaguchi from Alliant.

Thank you,
Stephanie Sanchez
Economic Development Project Manager
Sent from iPad
From: Matt Yamaguchi <[email protected]>
Sent: Wednesday, March 22, 2023 12:17 PM
To: Stephanie Sanchez <[email protected]>
Subject: RE: City of San Bernardino - Carousel Mall NOA

Caution - This email originated from outside the City - Verify that the Email display name and Email address are consistent. - Use caution when opening attachments.

Stephanie,

Yes that’s correct

Matthew Yamaguchi | Director of Acquisitions

ALLIANT STRATEGIC DEVELOPMENT
26050 Mureau Road, Suite 101 | Calabasas, CA 91302
C (661) 992-9408
[email protected]
| alliantstrategicdev.com

From: Stephanie Sanchez <[email protected]>
Sent: Tuesday, March 21, 2023 5:29 PM
To: Matt Yamaguchi <[email protected]>
Subject: City of San Bernardino - Carousel Mall NOA

[CAUTION - EXTERNAL SENDER]

Good Afternoon Matthew,

Thank you so much for talking with me about the Carousel Mall property.

To summarize our conversation, your recollection of the conversation with our previous director, Michael Huntley, resulted in Alliant Strategic not moving forward on the project and withdrawing interest in the property.

If you could respond with a confirmation on this, I’ll be able to add this to my file for the project.

Thank you again for your time on the phone earlier.

Stephanie Sanchez
Economic Development Project Manager
Community & Economic Development
Office: 909.384.5561

From: Stephanie Sanchez
Sent: Monday, March 13, 2023 2:00 PM
To: '[email protected]' <[email protected]> Subject: City of San Bernardino - Carousel Mall NOA

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Good Afternoon Matthew,

I left you a voicemail a few moments ago, but I wanted to follow up with an email.

I’m trying to close the loop on some records as it pertains to the Carousel Mall NOA that was sent out in June 2021. The attached pdf is a string of communications you had with our then Director, Michael Huntley, and I wanted to find out if you could recall the outcome of the conversation you had.

Was it determined that the project site would not be well suited for your company or development team? Or were you only looking at a portion of the site for development?

Your help on this is much appreciated.

Thank you for your time an attention to this,

Stephanie Sanchez
Economic Development Project Manager
Community & Economic Development
City of San Bernardino
201B, North E Street, 3
rd Floor
San Bernardino, California 92401
Direct: 909.384.5561 | Office: 909.384.5357
[email protected] | www.sbcity.org | @SBCityCED

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From: John Shaw on behalf of John Shaw <[email protected]> To: Matthew Yamaguchi
Cc: Michael Huntley; Stephanie Sanchez; Brian Cornelius; Juan Aguilar Bcc: [email protected]; [email protected] Subject: Re: Carousel Mall site
Date: Monday, June 21, 2021 10:07:12 PM
Attachments: image002.png
image003.png
image004.png
image005.png
Caution - This email originated from outside the City - Verify that the Email display name and Email address are consistent. - Use caution when opening attachments.

Hello Michael and Stephanie: Looking forward to connecting on this. Thx. John On Jun 21, 2021, at 3:51 PM, Matthew Yamaguchi
<[email protected]> wrote:

It will be Zoom, apologies for the delay, just sent the invitation.

Thank you,

<image005.png> Matthew Yamaguchi | Financial Analyst

ALLIANT STRATEGIC DEVELOPMENT
26050 Mureau Road, Suite 101 | Calabasas, CA 91302
C (661) 992-9408
[email protected]
| Alliantstrategicdev.com

From: Michael Huntley <[email protected]>
Sent: Monday, June 21, 2021 3:05 PM
To: Matthew Yamaguchi <[email protected]> Cc: John Shaw <[email protected]>; Stephanie Sanchez <[email protected]>
Subject: RE: Carousel Mall site
Importance: High

Matt,

Hopefully, it is not Microsoft Meetings. My computers has had issue with that program. Zoom?

Michael A. Huntley
Director of Community and Economic Development
City of San Bernardino

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O: 909-384-5357
[email protected]

<image002.png>

From: Matthew Yamaguchi [mailto:[email protected]] Sent: Monday, June 21, 2021 2:07 PM
To: Michael Huntley
Cc: John Shaw; Stephanie Sanchez
Subject: RE: Carousel Mall site

Caution - This email originated from outside the City - Verify that the Email display name and Email address are consistent. - Use caution when opening attachments.

That works for us - I will circulate a call invitation shortly.

Thank you!

<image003.png> Matthew Yamaguchi | Financial Analyst

ALLIANT STRATEGIC DEVELOPMENT
26050 Mureau Road, Suite 101 | Calabasas, CA 91302
C (661) 992-9408
[email protected]
| Alliantstrategicdev.com

From: Michael Huntley <[email protected]>
Sent: Monday, June 21, 2021 1:25 PM
To: Matthew Yamaguchi <[email protected]> Cc: John Shaw <[email protected]>; Stephanie Sanchez <[email protected]>
Subject: RE: Carousel Mall site

Mr. Yamaguchi,

How is Wednesday at 9 a.m.?

Michael A. Huntley
Director of Community and Economic Development
City of San Bernardino
O: 909-384-5357
[email protected]

<image002.png>

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From: Matthew Yamaguchi [mailto:[email protected]] Sent: Monday, June 21, 2021 1:00 PM
To: Michael Huntley
Cc: John Shaw
Subject: Carousel Mall site

Caution - This email originated from outside the City - Verify that the Email display name and Email address are consistent. - Use caution when opening attachments.

Hello Michael,

Nice to meet you. We came across this Notice of Availability of Surplus Land for the Carousel Mall site in downtown an Bernardino. We are multifamily housing developers and would like to discuss what the City is looking for as we explore the opportunity. It would be great to connect with you, we have availability at 3:30 PM today if that is convenient for you. Please let me know and we can set up a call.

Thank you,

<image004.png> Matthew Yamaguchi | Financial Analyst

ALLIANT STRATEGIC DEVELOPMENT
26050 Mureau Road, Suite 101 | Calabasas, CA 91302
C (661) 992-9408
[email protected]
| Alliantstrategicdev.com

This e-mail message is intended for the sole use of the addressee and may contain confidential information. If you are not the intended recipient or otherwise authorized to view such information, you are hereby notified that viewing such information, as well as any disclosure, copying, distribution or use of any of the information contained in or attached therein is STRICTLY PROHIBITED. If you received this e-mail in error, please reply to the sender and delete the original message, any attachments, and any copies thereof from your system.

This e-mail message is intended for the sole use of the addressee and may contain confidential information. If you are not the intended recipient or otherwise authorized to view such information, you are hereby notified that viewing such information, as well as any disclosure, copying, distribution or use of any of the information contained in or attached therein is STRICTLY PROHIBITED. If you received this e-mail in error, please reply to the sender and delete the original message, any attachments, and any copies thereof from your system.

This e-mail message is intended for the sole use of the addressee and may contain confidential information. If you are not the intended recipient or otherwise authorized to view such information, you are hereby notified that viewing such information, as well as any disclosure, copying, distribution or use of any of the information contained in or attached therein is STRICTLY PROHIBITED. If you received this e-mail in error, please reply to the sender and delete the original message, any attachments, and any copies thereof from your system.

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Carousel Mall
Notice of Violation Update
Presented by:

Nathan R. Freeman, Agency Director of Community, Housing, and Economic Development

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Agenda
• Background
• Notice of Violation
• Original ENA

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Background
• May 2019: the Mayor and City Council authorized a Request for Qualifications (RFQ) for the redevelopment of the Carousel Mall.
o 11 statements of qualifications received.
o 5 companies interviewed.
• December 2019: staff presented the results of the RFQ process to the City Council for their consideration.
o SCG America, Renaissance Downtown USA and ICO Real Estate Group were selected to proceed to the Request for Proposals (RFP) process. • April 2020: In response to the RFP, staff received proposals from SCG American and RDICO.

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Background Cont.
• October 2020: staff conducted a workshop with the Mayor and City Council on the status of the Carousel Mall and various alternatives for the development of the property.
• January 2021: staff conducted a follow up workshop, which allowed the finalists to present their development concepts to the Mayor and City Council. • February 2021: At a special meeting, the Mayor and City Council approved a motion to discuss the results of the RFP and options available at its March 3, 2021, regular meeting.
• March 2021: staff re-presented the results of the RFP and provided the Mayor and City Council with several alternatives for consideration. o Mayor and City Council selected RDICO as the preferred development team.

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Background Cont.
• May 20, 2021: As required by the Surplus Land Act (SLA), previous staff issued a 60-day “Notice of Availability” to housing developers registered with HCD. • August 18, 2021: Mayor and City Council adopted a resolution authorizing the City Manager to execute the original ENA with SBDC for 180 days (or March 12, 2022). • March 13, 2022: City and SBDC entered into the 1st Amendment to the original ENA, extending the term for an additional 90 days (or June 13, 2022). • June 10, 2022: City and SBDC entered into the 2nd Amendment to the original ENA, extending the term for an additional 90 days (or September 12, 2022). • August 3, 2022: The Mayor and City Council approved the 3rd Amendment to the original ENA adding Lincoln Properties and extending the ENA term to September of 2023.

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Background Cont.
• September 29, 2022: Lincoln Properties withdraws from the project. • October 14, 2022: SBDC provided staff with a letter confirming its desire to resume its role as developer for the project.
• November 15, 2022: SBDC met with the Carousel Mall Ad-Hoc Committee and staff to discuss a path forward for the project.
• January 23, 2023: Carousel Mall Ad-Hoc Committee met with staff to discuss project status.
• February 6, 2023: Carousel Mall Ad-Hoc Committee met with staff again to discuss project status.

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Background Cont.
• March 9, 2023: Staff held a conference call with the HCD to discuss potential violations to the Surplus Land Act.
• March 16, 2023: Staff received a Notice of Violation from HCD alleging the following:
o City failed to provide 90 days of good faith negotiations to entities who had submitted notices of interest.
o City negotiated with and selected a developer prior to issuing a Notice of Availability of Surplus Land.
o City failed to give priority to affordable housing.
o City failed to provide a complete description of negotiations. • March 22, 2023: Staff met with the Carousel Mall Ad-Hoc Committee to review the Notice of Violation and discuss potential path’s forward.

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Original ENA contemplates a potential Notice of Violation from HCD:

Section 3 (e)
“if during the term of this Agreement, the City receives a Notice of Violation or similar communication of non-compliance with the provisions of the SLA from the California Department of Housing and Community Development (HCD) related to compliance with the SLA, the City shall return the Initial Deposit to the Developer and the term of this Agreement shall be tolled until: the date HCD determines the City has complied with the terms of the SLA, at which point the Developer shall immediately return the Initial Deposit to the City. If the SLA issues are resolved to the City and Developer’s reasonable satisfaction, then the term of this Agreement shall recommence and the number of days that the Agreement was tolled shall be extended to the Initial Terms.” Original ENA

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Recommendations
That the Mayor and City Council:
• Receive and file an update regarding a Notice of
Violation received from the State’s Housing and
Community Development Division regarding the City-
owned former Carousel Mall property.

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PUBLIC HEARING
City of San Bernardino
Request for Council Action
Date: April 5, 2023
To: Honorable Mayor and City Council Members
From: Charles E. McNeely; Interim City Manager
By: Nathan Freeman, Agency Director of Community, Housing, and Economic Development
Department: Community, Housing, & Economic Development (CED) Subject: Public Hearing on Annexation No. 29 to Community Facilities District 2019-1 (Ward 3)
Recommendation:

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

1. Hold a Public Hearing; and

2. Adopt Resolution No. 2023-053 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. 29); and

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

4. Adopt Resolution No. 2023-054 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. 29); and

5. Introduce, read by title only, and waive further reading of Ordinance No. MC-1616 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 2023-2024 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-1616 for April 19, 2023.

Background
On March 1, 2023, the Mayor and City Council adopted Resolution No. 2023-032, a

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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 April 5, 2023, on the proposed annexation of the said territory into the community facilities district. As required by the Resolution of Intention, a boundary map was recorded on March 9, 2023, at 1:47 p.m. in Book 91 Page 1, Document No. 2023-0057389 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 3.28 gross acres of a vacant industrial 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 65,963 sq. ft. of an industrial warehouse. 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

3. 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.

The proposed area to be annexed into the CFD will be included in Tax Zone 30 and is located on S Valley View Ave in between E Central Ave and E Santa Fe St, as shown in Attachment #12.

The maximum annual special tax for this development has been calculated to be $1,294 per acre for FY 2023/24. This tax rate includes a Maximum Special Tax A of $922 per acre per year for maintenance services of public facilities and a Maximum Annual Special Tax B (Contingent) of $372 per acre 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

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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.

In order 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.

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 March 1, 2023.

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.

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

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 April 19, 2023.

Discussion
The Resolution of Intention called for a public hearing to be held on April 5, 2023, on the issue of the annexation of territory into CFD No. 2019-1. Under the Mello-Roos Act, the Mayor and City Council must hold the public hearing and consider any protests 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 protests 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. 2023-053, it may immediately proceed to the opening of the ballots and adopt Resolution No. 2023-054 declaring the results of the election.

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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 $2,767 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
It is recommended that the Mayor and City Council of the City of San Bernardino, California:

1. Hold a Public Hearing; and

2. Adopt Resolution No. 2023-053 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. 29); and

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

4. Adopt Resolution No. 2023-054 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. 29); and

5. Introduce, read by title only, and waive further reading of Ordinance No. MC-1616 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 2023-2024 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

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6. Schedule the adoption of Ordinance No. MC-1616 for April 19, 2023.

Attachments
Attachment 1 - Resolution No. 2023-053- 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. 2023-054- Resolution Declaring Election Results Attachment 6 - Exhibit A Certificate of Election Results Attachment 7 - Ordinance No. MC-1616
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:

Third Ward
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 FY 2019-20 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.

March 1, 2023 Mayor and City Council adopted Resolution No. 2023-032, 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”.

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Resolution No. 2023- 053
Resolution No. 2023-053
1 of 6
2 3
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RESOLUTION NO. 2023-053

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.
29)
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 March 1, 2023, duly adopted Resolution No. 2023-032 (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 April 5, 2023; and
WHEREAS, the territory proposed to be annexed is identified in a map entitled "Annexation Map No. 29 Community Facilities District No. 2019-1 (Maintenance Services)" a copy of which was recorded, on March 9, 2023, in Book 91 of Maps of Assessment and Community Facilities Districts at Page 1, in the office of the San Bernardino County Recorder; and

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Resolution No. 2023- 053
Resolution No. 2023-053
2 of 6
2 3
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WHEREAS, pursuant to the Act and the Resolution of Intention, a noticed public hearing was convened by the City Council on April 5, 2023, 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 April 5, 2023, 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.

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

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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 92410, 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 April 5, 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 February 24, 2023 (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 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.

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(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 April 5, 2023. 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 April 5, 2023, 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 ____________ 2023.

Helen Tran, 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. 2023-053, adopted at a regular meeting held on the ___ day of _______ 2023 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 ____________ 2023.

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. 29 is currently comprised of three (3) parcels, located within the City boundaries. The property is identified by the following San Bernardino County Assessor's Parcel Numbers (APNs).

APN Owner Name
0280-051-11 CIVF VI – CA1W01, LLC
0280-051-12 CIVF VI – CA1W01, LLC
0280-051-15 CIVF VI – CA1W01, LLC

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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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“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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“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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“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 City of San Bernardino 4
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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
1 Taxable
Unit
RU
Maximum
Special Tax A
$961
Tract
TR 17170
Land Use Category
Single Family Residential Property
(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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TABLE 2

MAXIMUM SPECIAL TAX A RATES

APPROVED PROPERTY
Tax
Zone
1 Taxable
Unit
RU
Maximum
Special Tax A
$961
Tract
TR 17170
Land Use Category
Single Family Residential
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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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
1 Taxable
Unit
RU
Maximum Special
Tax B (Contingent)
$0
Tract
TR 17170
Land Use Category
Single Family Residential Property
(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
1 Taxable
Unit
RU
Maximum Special
Tax B (Contingent)
$0
Tract
TR 17170
Land Use Category
Single Family Residential Property
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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 Maximum Special
Tax B (Contingent)
$0
Tracts
TR 17170
Taxable Unit
1 Acre
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 City of San Bernardino 8
Community Facilities District No. 2019‐1 (Maintenance Services)

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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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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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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 2023‐24. These services are being funded by the levy of Special Tax A for Community Facilities District No. 2019‐1.

TAX ZONE 30
LM 2022‐11
Item
1 Description
Lighting
Estimated Cost
$100
2 3
4 Streets
Reserves
Admin
$1,652
$15
$1,000
$2,767Total
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 2023‐24. If necessary, these services will be funded by the levy of Special Tax B (Contingent) for Community Facilities District No. 2019‐1 Tax Zone 30.

TAX ZONE 30 (CONTINGENT SERVICES)
LM 2022‐11
Item
1 2
Description
Streets
Admin
Estimated Cost
$115
$1,000
Total $1,115
TAX ZONE 30
FY 2023‐24 MAXIMUM SPECIAL TAX RATES

DEVELOPED PROPERTY AND APPROVED PROPERTY
Land Use
Category
Non‐Residential Property
Taxable
Unit
Acre
Maximum
Special Tax A
$922
Maximum
Special Tax B
$372
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TAX ZONE 30
FY 2023‐24 MAXIMUM SPECIAL TAX RATES

UNDEVELOPED PROPERTY
Taxable
Unit
Maximum
Special Tax A
Maximum
Special Tax B
Acre $922 $372
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TAX ZONE SUMMARY
Tax
Zone
Tract
APN
Fiscal
Year
Maximum
Special Tax A
Maximum
Special Tax BAnnexation Subdivider
Original 1 17170 2019‐20 $961 / RU $0 / RU Santiago Communities, Inc. 1 2
3 4
5 2
3 4
5 6
17329
PM 19814
0266‐041‐39
TR 20006
2019‐20
2020‐21
2019‐20
2020‐21
2020‐21
$473 / RU
$608 / Acre
$1,136 / Acre
$344 / RU
$0 / RU
$0 / Acre
$0 / Acre
$57 / RU
JEC Enterprises, Inc.

GWS #4 Development, LLC
Devore Storage Facility, LLC
TH Rancho Palma, LLC
Strata Palma, LLCPM 19701 $1,895 / Acre $528 / Acre
6 7 PM 20112 2020‐21 $3,197 / Acre $0 / Acre San Bernardino Medical Center LLC 7 8 TR 20293
LM 2019‐021
TR 20189
2021‐22
2021‐22
2021‐22
2021‐22
2022‐23
2022‐23
2022‐23
2022‐23
2022‐23
2022‐23
2022‐23
2022‐23
2022‐23
2022‐23
2022‐23
2022‐23
2022‐23
2022‐23
2022‐23
$2,913 / Acre
$815 / Acre
$490 / Acre
$1,472 / Acre
$175 / Acre
$1,169 / Acre
$2,268 / Acre
$5,277 / Acre
$7,089 / Acre
$646 / RU
$334 / Acre
$232 / Acre
$154 / Acre
$0 / Acre
$0 / Acre
$0 / Acre
$0 / Acre
$0 / Acre
$0 / Acre
$0 / RU
ICO Fund VI, LLC
TR 2600 Cajon Industrial LLC
Central Commerce Center, LLC
Lankershim Industrial, LLC
Prologis, LP
8 9
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
10 11
12 13
14 15
16 17
18 19
20 21
22 23
24 25
26 27
28 29
30 31
LD 1900086
TR 20305
LLA 2020‐004
TR 5907
Dreamland Real Estate Holdings
Magic Laundry Services, Inc.

Ahmad Family Trust
Gateway SB, LLC
0136‐191‐21
TR 20216
TR 20145 RCH‐CWI Belmont, LP
George A. PearsonCUP 20‐07
TR 20258
$7,433 / Acre
$588 / RU
$0 / Acre
$0 / RU RGC Family Trust
LM 21‐10 $5,284 / Acre
$6,397 / Acre
$807 / Acre
$847 / Acre
$1,385 / Acre
$174 / RU
$0 / Acre
$0 / Acre
$0 / Acre
$320 / Acre
$978 / Acre
$17 / RU
$45 / RU
170 East 40th Street, LLC
108 Highland, LPLM 22‐04
LM 2021‐013
TR 4592

SBABP IV, LLC
1300 E Highland Ave LLC
Vone SB, LLCLLA 2020‐005
TR 20494 PI Properties, LLC
TR 20495 $204 / RU Pacific West Company, et al.

To Be Determined
28 29
30 31
32 PM 20320
TR 17329
LL 2022‐11
PM 20143
PM 20334
2022‐23
2023‐24
2022‐23
2022‐23
2023‐24
$1,851 / Acre
$347 / RU
$292 / Acre
$0 / RU
SB Drake Central Avenue LLC
Verdemont Ranch 20, LLC
CIVF VI – CA1W01, LLC$922 / Acre
$2,957 / Acre
$358 / Acre
$372 / Acre
$1,855 / Acre
$94 / Acre
California Cajun Properties LLC
Elliott Precision Block Co.

PM 3613,
4230 & 425032 33 2022‐23 $1,094 / Acre $186 / Acre S.B. Universal Self Storage LLC City of San Bernardino
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Tax
Zone
Tract
APN
Fiscal
Year
Maximum
Special Tax A
Maximum
Special Tax BAnnexation Subdivider
33 34 PM 20392 2023‐24 $2,785 / Acre $158 / Acre GWS #7 Development, LLC MLG SB Land LLC & Grandfather’s
Land Holdings LLC34 35 CUP 21‐16 2023‐24 $533 / Acre $193 / Acre

ESCALATION 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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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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APPENDIX C

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

PROPOSED BOUNDARIES AND POTENTIAL ANNEXATION AREA BOUNDARIES City of San Bernardino
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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. 29

(April 5, 2023)
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 Landowner Number of Acres Owned Total Votes
CIVF VI – CA 1W01, LLC 3.28 4

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 March 22, 2023, 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 April 5, 2023, 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 April 5, 2023.

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):

CIVF VI – CA1W01, LLC
Attn: Kevin Rice
12126 West Sunset Boulevard
Los Angeles, CA 90049

0280-051-11, -12, -15

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 March 1, 2023 (the “Resolution”), which is incorporated herein by this reference, within the territory identified on the map entitled “Annexation Map No. 29 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__.

Kevin Rice
Vice President

Signature

Print Name

Title

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Resolution No. 2023-054
Resolution No. 2023-054
1 of 3
2 3
6 3
RESOLUTION NO. 2023-054

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. 29)
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, at the conclusion of said public hearing, the Mayor and City Council adopted Resolution No. 2023-054 calling a special election for April 5, 2023, 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 April 5, 2023, 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. 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

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Resolution No. 2023-054
Resolution No. 2023-054
2 of 3
2 3
6 3
of the services to be provided by the CFD No. 2019-1 as specified in Resolution No. 2023-032 adopted by the Mayor and City Council on March 1, 2023. The boundaries of the territory annexed are shown on the map entitled, "Annexation Map No. 29 Community Facilities District No. 2019-1 (Maintenance Services)" a copy of which was recorded, on March 9, 2023, in Book 91 of Maps of Assessment and Community Facilities Districts at Page 1, 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 __________ 2023.

Helen Tran, Mayor
City of San Bernardino
Attest:

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

Sonia Carvalho, City Attorney

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Resolution No. 2023-054
Resolution No. 2023-054
3 of 3
2 3
6 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. 2023-054, adopted at a regular meeting held on the ___ day of _______ 2023 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 ____________ 2023.

Genoveva Rocha, CMC, City Clerk

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EXHIBIT A

CITY OF SAN BERNARDINO
COMMUNITY FACILITIES DISTRICT NO. 2019-1 (MAINTENANCE SERVICES) ANNEXATION NO. 29

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 February 24, 2023, 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
CIVF VI – CA 1W01, LLC 4 4
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 ____________, 2023.

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

(Attach completed copies of Waiver/Consent and Ballot)

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Ordinance No. MC-1616
1 2
3 6
5 ORDINANCE NO. MC-1616

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 2023-2024 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 April 5, 2023, 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

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Ordinance No. MC-1616
2 2
3 6
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 2023-2024, 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 _______, 2023.

Helen Tran, Mayor
City of San Bernardino

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Ordinance No. MC-1616
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3 6
5 Attest:

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

Sonia Carvalho, City Attorney

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Ordinance No. MC-1616
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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-1616, introduced by the City Council of the City of San Bernardino, California, at a regular meeting held the ____ day of ______, 2023. Ordinance No. MC-1616 was approved, passed and adopted at a regular meeting held the ____ day of ______, 2023 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 _____, 2023.

Genoveva Rocha, CMC, City Clerk

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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.

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EXHIBIT B
COMMUNITY FACILITIES DISTRICT NO. 2019-1 (MAINTENANCE SERVICES) SPECIAL TAX FISCAL YEAR 2023-24
(Effective as of April 19, 2023)

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 Storage 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 Center, 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 Cajon 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 Holdings 0281-061-35
13 Magic Laundry Services, Inc. 0141-282-05 and -06
14 Ahmad Family Trust 0136-191-21
15 Gateway SB, LLC 0134-054-33, -40, -44
16 RCH-CWI Belmont, LP 0261-712-01 thru -16
17 George A. Pearson 0142-212-18
18 RGC Family Trust 0142-325-04
19 170 East 40th Street, LLC 0154-242-22 and -23
20 108 Highland, LP 0150-221-78
21 SBABP IV, LLC 0136-371-36, -37, -40, -43
22 1300 E Highland 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

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Annexation Owner Assessor's Parcel Numbers
26 To Be Determined
27 SB Drake Central Avenue, LLC 0280-032-07 thru -11, -13, -14, - 15, -37 and -38
28 Verdemont Ranch 20, LLC 0348-111-51
29 CIVF VI – CA1W01, LLC 0280-051-11, -12, -15
30 California Cajun Properties LLC 0261-182-43
31 Elliott Precision Clock Co. 0142-211-29
32 S.B. Universal Self Storage LLC 0266-021-17, -18, -27, -32, -33, -34, -38, -39, -40, -41
33 GWS #7 Development LLC 0280-171-13, -14, -15, -16, -18, -19 and 0280-191-05 thru -10
34 MLG SB Land, LLC &
Grandfather’s Land Holdings, LLC 0280-091-27

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Public Hearing
CFD No. 2019-1 Annexation No. 29:

LL 2022-11 (CIVF VI – CA1W01, LLC)
Presented by: Shane Spicer, Spicer Consulting Group

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Public Hearing on CFD 2019-1 Annexation No. 29
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, read by title only, and waive further reading of Ordinance No. MC-____ 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 April 19, 2023.

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Public Hearing on CFD 2019-1 Annexation No. 29
Discussion
• The Property Owners, CIVF VI – CA1W01, 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. 29 includes three parcels, APNs 0280-051-11, -12, and -15 .
• On March 1, 2023, the City Council adopted Resolution No. 2023-032, a Resolution of Intention to annex these properties into CFD No. 2019-1 and hold a Public Hearing on April 5, 2023. The property owner consented to waiving certain time restriction and conduct the election the same night.

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Public Hearing on CFD 2019-1 Annexation No. 29
Discussion (Cont.)
• The proposed maximum annual tax of $922 per acre for Special Tax A will be included in CFD No. 2019-1 as Tax Zone 30.
• The maximum annual tax is proposed to escalate each year at the greater of Consumer Price Index (CPI) or 2%.
• 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.

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Project Location

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Public Hearing on CFD 2019-1 Annexation No. 29
Fiscal Impact
• It is anticipated that at build-out the total Special Tax revenues to pay for maintenance costs will be approximately $2,767. All costs associated with the annexation is borne by the Developer. There is no fiscal impact to the City’s General Fund.

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Questions?

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DRAKE DR

HOLDEN DR
VALLEY
VIEW

AVE

GIFFORD
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FOISY
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SANTA FE ST
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MILL ST

SPRUCE ST

SIERRA W

AYNINTH ST
2ND ST

MAGNOLIA AVE

ORANGE SHOW RD
4TH ST

RANCHO AVE

BASE LINE ST

CEDAR AVE

TIPPECANOE ST

CENTRAL AVE
M

T VERNON AVE

NORMAN RD

PENNSYLVANIA AVE
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ATERM
AN AVE

ACADEMY ST
M
T.VIEW
AVE

COLTON AVE

REDLANDS BLVD

MILL ST
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215
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10 CFD NO. 2019-1 (MAINTENANCE SERVICES)
ANNEXATION NO. 29

PROJECT MAP

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ITEMS TO BE CONSIDERED FOR FUTURE MEETINGS
City of San Bernardino
Request for Council Action
Date: April 5, 2023
To: Honorable Mayor and City Council Members
From: Ben Reynoso, Council Member, 5th Ward
Department: Council Office
Subject: Consider Appeal of MC-1351 Crime Free Multi-
Housing Ordinance (All Wards) – Council Member
Reynoso

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ITEMS TO BE CONSIDERED FOR FUTURE MEETINGS
City of San Bernardino
Request for Council Action
Date: April 5, 2023
To: Honorable Mayor and City Council Members
From: Theodore Sanchez, Council Member, 1st Ward
Department: Council Office
Subject: Comprehensive review of the City’s youth programs and their funding sources, brought to Council as a
discussion item (All Wards) – Council Member
Sanchez

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