Agenda packet — Mayor and City Council, May 1, 2024 (part 5 of 5)

AUTHORIZING RESOLUTION
RESOLUTION NO. 2024-093

A RESOLUTION OF THE GOVERNING BODY OF CITY OF SAN BERNARDINO

CALIFORNIA, AUTHORIZING JOINT APPLICATION TO AND PARTICIPATION IN

THE HOMEKEY PROGRAM
WHEREAS:

A. The Department of Housing and Community Development (“Department”) has issued a Notice of Funding Availability, dated March 29, 2023 (“NOFA”), for the Homekey Program (“Homekey” or “Program”). The Department has issued the NOFA for Homekey grant funds pursuant to Health and Safety Code section 50675.1.3 (Assem. Bill No. 140 (2021-2022 Reg. Sess.), § 20.).

B. CITY OF SAN BERNARDINO (“Co-Applicant”) desires to jointly apply for Homekey grant funds with LUTHERAN SOCIAL SERVICES (“Corporation”) and DIGNITY MOVES (“Co-Applicant 2”). Therefore, Co-Applicant is joining Corporation and Co-Applicant 2 in the submittal of an application for Homekey funds (“Application”) to the Department for review and consideration.

C. The Department is authorized to administer Homekey pursuant to the Multifamily Housing Program (Chapter 6.7 (commencing with Section 50675) of Part 2 of Division 31 of the Health and Safety Code). Homekey funding allocations are subject to the terms and conditions of the NOFA, the Application, the Departmentapproved STD 213, Standard Agreement (“Standard Agreement”), and all other legal requirements of the Homekey Program.

THEREFORE, IT IS RESOLVED THAT:

1. Co-Applicant is hereby authorized and directed to submit a joint Application to the Department in response to the NOFA, and to jointly apply for Homekey grant funds in a total amount not to exceed $___35,000,000_______.

2. If the Application is approved, Co-Applicant is hereby authorized and directed to enter into, execute, and deliver a Standard Agreement in a total amount not to exceed $___35,000,000________, any and all other documents required or deemed necessary or appropriate to secure the Homekey funds from the Department and to participate in the Homekey Program, and all amendments thereto (collectively, the “Homekey Documents”).

3. Co-Applicant acknowledges and agrees that it shall be subject to the terms and conditions specified in the Standard Agreement, and that the NOFA and Application will be incorporated in the Standard Agreement by reference and made part thereof.

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Resolution No. 2024-093
Resolution 2024-093
May 1, 2024

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Any and all activities, expenditures, information, and timelines represented in the Application are enforceable through the Standard Agreement. Funds are to be used for the allowable expenditures and activities identified in the Standard Agreement.

4. CITY MANAGER: or his or her designee,] is authorized to execute the Application and the Homekey Documents on behalf of Co-Applicant for participation in the Homekey Program.

PASSED AND ADOPTED this 1st day of May 2024, by the following vote:

AYES: [ #_] NAYES: [ #_] ABSTAIN: [ #_] ABSENT: [ #_]
The undersigned, Genoveva Rocha, City Clerk, does hereby attest and certify that the foregoing is a true and full copy of a resolution of the governing body adopted at a duly convened meeting on the date above-mentioned, and that the resolution has not been altered, amended, or repealed.

SIGNATURE: ________________________ DATE: _____________________ NAME: _____________________________ TITLE: _____________________ [NOTICE AND INSTRUCTIONS APPEAR ON THE FOLLOWING PAGE]
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Resolution No. 2024-093
Resolution 2024-093
May 1, 2024

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NOTICE AND INSTRUCTIONS

1. Notice. The Department is providing this template Authorizing Resolution as informational guidance only. The Department encourages each Co-Applicant to consult with professional legal counsel during the development of its own formal, legally binding statement that it is authorized to apply to and participate in the Homekey Program.
a. Please note, however, that any limitations or conditions on the authority of the signatory or signatories to execute the Application or the Homekey Documents may result in the Department rejecting the Authorizing Resolution.

2. Accuracy, Verification. The Department will verify that this Authorizing Resolution comports with the legal authority and composition of Co-Applicant’s governing body.

Co-Applicant must timely notify the Department, in writing, of any factors that limit its ability to provide an Authorizing Resolution which is materially in line with this template.

3. Dollar Amounts of Grant Awards. The Department recommends identifying an authorized dollar amount that is at least double the anticipated award (based on current formula calculations). Award amounts are subject to change. If Co-Applicant is ultimately awarded an amount in excess of the amount identified in the Authorizing Resolution, the Department will require a new Authorizing Resolution from CoApplicant before execution of a Standard Agreement.

4. Authorized Signatory or Signatories, Designee. Co-Applicant, as a state, regional, or local public entity, may designate an authorized signatory by title only. In addition, Co-Applicant may authorize multiple signatories, so long as there is clarifying language as to whether the signatories are authorized to execute the Homekey Documents individually or collectively. In addition, Co-Applicant may authorize a designee of the authorized signatory to execute the Homekey Documents. In such case, Co-Applicant must append a supporting document (e.g., memorandum, meeting notes of official action), which indicates the name and title of the designee who is authorized to legally bind the governing body.

5. Vote Count. Please fill out the field by every voting category (i.e., Ayes, Nayes, Abstain, Absent). If none, please indicate zero (0) for that field. The vote count must comport with the legal authority and membership of the Co-Applicant’s governing body.

6. Certification of Authorizing Resolution. The individual who certifies the Authorizing Resolution cannot also be authorized to execute the Homekey Documents on behalf of Co-Applicant.

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Resolution No. 2024-093
Resolution 2024-093
May 1, 2024

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APPROVED and ADOPTED by the City Council and signed by the Mayor and attested by the City Clerk this 1st day of May, 2024.

Helen Tran, Mayor
City of San Bernardino
Attest:

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

Sonia R. Carvalho, City Attorney
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Resolution No. 2024-093
Resolution 2024-093
May 1, 2024

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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. 2024-093, adopted at a regular meeting held on the 1st day of May 2024 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 2nd day of May 2024. _____________________________
Genoveva Rocha, CMC, City Clerk
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PRESENTATION
City of San Bernardino
Request for Council Action
Date: May 1, 2024
To: Honorable Mayor and City Council Members
From: Charles A. Montoya, City Manager;
Andrea Russell, Director of Human Resources & Risk
Management
Department: Human Resources & Risk Management
Subject: Peace Officer Housing Incentive Program
Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, receive and file the report and presentation regarding the potential for a Peace Officer Housing Incentive Program for all full-time sworn staff.

Executive Summary
In order to attract and retain peace officers, as well as encourage them to live in the community in which they serve, Staff is proposing a Peace Officer Housing Incentive Program.

Background
In an effort to enhance community safety and foster a stronger connection between law enforcement officers and the neighborhoods they serve, the Peace Officer Housing Incentive Program is an innovative initiative to encourage full-time sworn peace officers to become homeowners within the city limits. With a commitment to promoting local residency among our dedicated officers, the city can allocate $1 million from the general fund to establish a groundbreaking home buyer incentive program.

This housing incentive program will allow San Bernardino peace officers the ability to access financial assistance in the form of a low interest home loan designed to aide in home ownership within city limits. Each eligible officer will have the opportunity to obtain a loan of up to $50,000, generously provided at a favorable interest rate of 2 percent over a ten-year term.

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Discussion
The significance of this initiative extends far beyond mere financial support. By empowering our officers to become homeowners within San Bernardino, we are fostering a deeper sense of community engagement and commitment. Research has consistently shown that officers who reside in the communities they serve are more attuned to local concerns, more invested in building positive relationships with residents, and ultimately more effective in their law enforcement duties. In line with accountability and responsibility, officers who receive a low interest home loan from the City must adhere to certain conditions.
• This program would apply to all full-time sworn peace officers who have completed the field training officer (FTO) program.
• Repayment would be made as a payroll deduction. If the peace officer is on unpaid leave or receiving reduced pay such that full payment by payroll deduction is not possible, the peace officer shall continue to make timely payments to the City by other means.
• The City’s loan agreement would be secured with a deed of trust and have appropriate default provisions.
• The home must be the primary residence of the peace officer for a minimum of five (5) years. A Primary Residence is defined as the residential dwelling which the Borrower maintains as their primary place of residence for purposes such as sleeping, eating, receiving mail, maintaining a wardrobe, and the like. • If the Residence is sold or transferred prior to 5 years, the total amount or original loan would become due and payable. If the Residence is sold or transferred after 5 years, the forgiveness amount would be prorated.
• Should a peace officer’s employment be terminated for any reason (i.e.., retirement, job loss, voluntary exit) or should a peace officer sell their property prior to the five (5) year term, the peace officer would be required to repay the remaining balance of the home loan within 45 days after separation. o If the peace officer is unable to pay the remaining loan balance 45 days after separating from the City, then the City would have the right to adjust the interest rate to the prevailing market rate 60 days after employee separation.

These prudent measures ensures that the City's investment is protected and that funds can continue to be allocated to support home ownership for sworn peace officers. By implementing the Peace Officer Housing Incentive Program, the City of San Packet Page. 1147
Bernardino is not only investing in the future of our police force but also in the vitality and resilience of our community as a whole. Together, we are building a safer, stronger, and more vibrant San Bernardino, where our peace officers are not only protectors of the peace but also cherished members of the neighborhoods they call home.

This program is proposed to be in effect beginning July 1, 2024 through June 30, 2025, and may be renewed annually subject to the continuation of funding. The City Manager may discontinue this program at any time without advance notice.

Because of the lower than market interest rate proposed in this program, the City may have to pay taxes on the imputed interest. Imputed interest in the difference between the market interest for a loan of a similar term and the rate being offered. Finance staff is researching the tax implications to ensure that the City will be compliant with all IRS rules if the program is implemented.
2021-2025 Strategic Targets and Goals
A Peace Officer Housing Incentive Program aligns with Key Target 2b: Focused, Aligned Leadership and Unified Community by building a culture that attracts, retains, and motivates the highest quality of talent.

Fiscal Impact
There is no fiscal impact with receiving and filing this report and presentation. Should Council choose to implement this at a later date, a fiscal impact of $1,000,000 will come from the General Fund.

Conclusion
It is recommended that the Mayor and City Council of the City of San Bernardino, California, receive and file the report and presentation regarding the potential for a Peace Officer Housing Incentive Program for all full-time sworn staff.

Attachments
Attachment 1 – Proposed Peace Officer Housing Incentive Program PowerPoint Ward:

All Wards
Synopsis of Previous Council Actions:

N/A
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Peace Officer Housing Incentive
Program
Andrea E. Russell, Director of Human Resources & Risk
Management
May 1, 2024
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Background
Background
In an effort to enhance community safety and foster a stronger connection between law enforcement officers and the neighborhoods they serve, the Peace Officer Housing Incentive Program is an innovative initiative to encourage full-time sworn peace officers to become homeowners within the city limits. With a commitment to promoting local residency among our dedicated officers, the city can allocate $1 million from the general fund to establish a groundbreaking home buyer incentive program.

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Eligibility
This program would apply to all full-time sworn peace officers who have completed the field training officer (FTO) program.

Eligibility
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Program Guidelines
• The home must be the primary residence of the peace officer for a minimum of five (5) years.
• If the Residence is sold or transferred prior to 5 years, the total amount or original loan would become due and payable. If the Residence is sold or transferred after 5 years, the forgiveness amount would be prorated.

Program Guidelines
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Program Guidelines
• Repayment would be made as a payroll deduction. If the peace officer is on unpaid leave or receiving reduced pay such that full payment by payroll deduction is not possible, the peace officer shall continue to make timely payments to the City by other means.
• The City’s loan agreement would be secured with a deed of trust and have appropriate default provisions.

Program Guidelines
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Program Guidelines
• Should a peace officer’s employment be terminated for any reason (i.e.., retirement, job loss, voluntary exit) or should a peace officer sell their property prior to the five (5) year term, the peace officer would be required to repay the remaining balance of the home loan within 45 days after separation.

If the peace officer is unable to pay the remaining loan balance 45 days after separating from the City, then the City would have the right to adjust the interest rate to the prevailing market rate 60 days after employee separation.

Program Guidelines
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These prudent measures ensure that the City's investment is protected and that funds can continue to be allocated to support home ownership for sworn peace officers. By
implementing the Peace Officer Housing Incentive Program, the City of San Bernardino is not only investing in the future of our police force but also in the vitality and resilience of our community as a whole.

Together, we are building a safer, stronger, and more vibrant San Bernardino, where our peace officers are not only
protectors of the peace but also cherished members of the neighborhoods they call home.

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Questions?
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DISCUSSION
City of San Bernardino
Request for Council Action
Date: May 1, 2024
To: Honorable Mayor and City Council Members
From: Charles A. Montoya, City Manager
Gabriel Elliott, Director of Community Development and
Housing
Department: Community Development & Housing
Subject: Contract Amendment for PlaceWorks for the preparation of the City’s General Plan Update and other related
documents (All Wards)
Recommendation
It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve a contract amendment for PlaceWorks in the amount not to exceed $634,825.09.

Executive Summary
PlaceWorks is requesting a contract amendment in the amount of $634,825.09 to cover current accrued costs and future costs for labor and work products related to the (a) final publication of the State Department of Housing and Community Development (HCD) certified 2021-2029 Housing Element, (b) preparation of the 2050 Environmental Justice Element (EJ), preparation and completion of the City’s General Plan update, and (d) project administration and coordination for the extension of the schedule for completion of the work products beyond the previously City-confirmed time-frame of March 2023.

Background
On April 7, 2020, the city released a Request For Proposal (RFP) for preparation of the General Plan update, the Downtown Specific Plan, an update of the Development Code, the preparation of the Housing Element, and the environmental analysis for the projects. In consultation with prospective consultants prior to submission, the city identified a budget of $4,125,000 to cover the cost of the projects. This budget was derived from a combination of funding sources ranging from the $3,000.000.00 received from the State of California, SB -2 Grants ($625,000.00), and LEAP Grants ($500,000.00).

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A total of six (6) firms, including PlaceWorks, responded to the RFP, with submittals ranging in price from a low of $2,211,510 to a high of $3,621,484. The bid submitted by PlaceWorks was for $3,597,985.

On September 16, 2020, the city entered into a Professional Services Agreement (Resolution No. 2020-231) with PlaceWorks with the scope of work identified above.

On March 22, 2021, the city signed and accepted the Project Guidance Document prepared by PlaceWorks. At that time, the project schedule was designed for final adoption in Spring 2023.

Project Funding
On November 6, 2019, the Mayor and City Council adopted Resolution 2019-320 authorizing the City Manager to enter into an agreement with the State of California to receive $3,000,000.00 for an update to the City’s General Plan.

On May 29, 2020, the City received approval of a $625,000.00 reimbursable grant to assist in the General Plan project. The original term ran through December 31, 2022, but was extended to December 31, 2023. To date, the entirety of the grant has been expended and fully reimbursed to the city. (SB – 2)
LEAP Grant – On July 21, 2021, the City Council adopted Resolution No. 2021-091, authorizing the City to accept the Local Early Action Planning (LEAP) Grant funds in the amount of $500,000.00. These funds were later allocated to the project budget through Amendment No. 1 (see below). The LEAP funds are part of a reimbursable grant set to expire on September 30, 2024. To date, approximately $410,000.00 has been invoiced towards this grant.

Amendment No. 1 – On May 4, 2022, concurrent with the allocation of the LEAP Grant funds, a request was made for additional funding ($297,323.00) to be used for expanded public outreach. The City Council denied the request for additional funding.

To date, no additional amendments have been proposed.

Discussion
The City established a General Plan Advisory Committee (GPAC) to aid in the preparation of the General Plan update. The first meeting of the GPAC was held on July 15, 2021, 10 months after the Professional Services Agreement with PlaceWorks was entered into. The last meeting of the GPAC was on May 1, 2023. Comments received during the GPAC deliberations have been incorporated into the draft General Plan update. The Downtown Specific Plan Advisory Committee (DTAC) was established to aid in review of the draft components of the Downtown Specific Plan (DTSP). Meetings were held beginning July 28, 2021, and ran regularly through August 2022.

The draft land use plan for the zoning code update was provided by PlaceWorks in the fall of 2022. On February 18, 2023, the city was sued over the failure to adopt a Packet Page. 1158
compliant Housing Element for the 6th Cycle. Staff’s focus shifted to completion and adoption of the Housing Element and the resources associated with that. Over time the preparation of the Downtown Specific Plan and remaining sections of the General Plan was placed on hold, while, with limited staff and turnovers at all levels of staffing, focus was on the preparation of a compliant Housing Element.

In a letter from PlaceWorks dated March 21, 2024, to the City , PlaceWorks indicated that the requested contract amendment was a result of costs for labor and work products completed to date and anticipated for (a) final publication of the State Department of Housing and Community Development (HCD) certified 2021-2029 Housing Element, (b) preparation of the 2050 Environmental Justice Element (EJ), and (c) project administration and coordination for the extension of the schedule for completion of the work products beyond the previously City-confirmed time-frame of March 2023.

For the Housing and EJ Elements, the increase of fee is attributable to state legislation enacted and new technical guidance issued by the State of California Department of Housing and Community Development (HCD) and the California Attorney General subsequent to the finalization of the work scope and budget contained in the Agreement, preparation of responses to litigation filed by multiple entities regarding the schedule and content of the Element, and requests from City staff to prepare the 2022 and 2023 Annual Planning Reports (APR). The fee for administrative and management tasks is largely attributable to delays attributable to prioritization of City staff’s participation in completion of the Housing Element.

Housing Element
With respect to litigation, the Public Housing, Inland Counties, and the ACLU filed litigation, resulting in extensive negotiations and revisions for the draft Housing Element. This has affected the Element’s housing needs assessment, constraints analysis, land inventory, public outreach, and programs. In addition, since the project’s inception, the State of California has issued a new fair housing guidebook (Guidance for All Public Entities and for Housing Elements, April 2021), AB 2339 Emergency Shelter Guidance (2023), and the Group Home Technical Advisory (2022) – all of which have fundamentally expanded the scope of technical analyses and recommended policies and programs of the Housing Element.

Environmental Justice
Since initiating work preparing the Environmental Justice Element, the California Attorney General released a Best Practices Guide for SB 1000 (September 2023) which significantly expands the breadth of analysis, clarifies and expands the areas considered disadvantaged, clarifies expectations for significant public input, and requires detailed implementation programs. In addition, many nearby cities with heavy industry have received close review and/or legal action by the California Attorney General and local advocacy groups over environmental justice issues, improper environmental clearance, or lack of public input. The budget augment reflects a Packet Page. 1159
similarly challenging process to address the environmental justice issues in San Bernardino.

Project Administration and Management
Budget overrun due to (a) additional weekly project and frequent task-related coordination meetings, project tracking, invoicing, and updates to project schedule due to schedule extension beyond completion date stipulated in contractual agreement for which the budgeted funds were fully expended; (b) additional tracking of tasks/documentation required in response to Housing Element litigation and multiple HCD reviews of draft Elements; (c) preparation and processing of multiple budget modifications in response to requests for additional and/or modified work products (e.g., Annual Planning Reports, Truck Routes Study, Local Hazards Mitigation Plan); (d) and delays in receipt of staff comments on draft work products due to their prioritization of the Housing Element and internal City assignments.

Project Status and Projected Completion
General Plan – Based on the current project schedule, a complete draft of all materials is anticipated to be available in the 4th quarter of 2024, with adoption in the 1st quarter of 2025,
Housing Element – The 2021-2029 Housing Element has been completed and was adopted by the City Council on February 21, 2024.

Downtown Specific Plan – A draft of the Downtown Specific Plan has been prepared.

This draft is approximately 90% complete. As noted above, the DTSP was put on hold in early 2023 to complete adoption of the Housing Element. The remaining work to be completed will focus on specific language necessary to ensure consistency with the new Development Code.

Development Code – A draft of the Development Code was prepared prior to the comprehensive update to the General Plan. This draft was provided to PlaceWorks and is in the process of being completed. It is planned that this will be complete and taken for adoption concurrently with the General Plan.

Environmental Impact Report – Preparation of the Environmental Impact Report (EIR) is on hold pending completion of the draft land use plan. When complete, the EIR will address the General Plan, DTSP, and Development Code.

Local Hazard Mitigation Plan – A draft has been completed as of late 2023. Staff from the Police Department and Planning Division have reviewed the draft and provided comments to the consultant and are awaiting a resubmittal.

Truck Route Study – A truck route plan has been prepared but has not been adopted.

Staff have placed this project on temporary hold to allow for consistency review concurrent with the updated land use plan.

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2021-2025 Strategic Targets and Goals
The proposed updates to the General Plan, Housing Element, Specific Plans, and Development Codes aligns with Mayor, City Council, and City Manager Goal Number 4: Ensure Development of a Well-Planned, Balanced, and Sustainable City, in the following way: the Housing Element supports a wide range of housing types and levels of affordability; the Development Code ensures that the City is clean and attractive through implementation of development standards and regulations that address land use, landscaping, building setbacks, and other regulations designed to maintain an attractive and sustainable community; through the General Plan, which includes the transportation and circulation element, safety element, air quality, Open space and recreational uses, and other elements designed to propagate long-term economic growth, the City identifies and maintains infrastructure necessary to sustain the City’s current and future populations.

Fiscal Impact
Fiscal impact to the General Fund is $634,825.09, utilizing department salary savings.

Staff is requesting the increase in order to pay for the required additional services related to the Housing and Environmental Justice Elements.

Cost breakdown for the budget adjustment as identified in Attachment 3:

Task No. 1: Project Foundation Initiation $120,280.03
Task No. 2: Existing Condition/Background Report $ 67,165.04 Task No. 3: Public Outreach Strategy $169,708.52
Task No. 6: General Plan Update $248,465.25
Task No. 14: LEAP Grant – Housing Element $ 29,206.25
Total $634,825.09

FINANCIAL
DATA
Current Fiscal Year: Next Fiscal Year: Total Cost: Ongoing Cost:

COST $ 634,825.09 $ $
634,825.09
$

GENERAL
FUND
SHARE
$ 643,825.09 $ $
634,825.09
$
SOURCE OF FUNDS:

Department salary savings from the
Community Development and Housing
departments.

Budget Adjustment:

Yes
For Fiscal Year: 23/24
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Conclusion
It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve a contract amendment in the amount of $634,820.09 for PlaceWorks to complete the tasks for which PlaceWorks was hired.

Attachments
Attachment 1: Amendment No. 2 to Agreement for Professional Services with PlaceWorks.

Attachment 2: Budget Augment Letter from PlaceWorks dated March 21, 2024
Attachment 3: Budget Analysis from PlaceWorks
Attachment 4: Updated Budget Augment from PlaceWorks
Attachment 5: PowerPoint Presentation
Attachment 6: Amendment No. 1 to the Agreement with Placeworks Attachment 7: Professional Services Agreement with Placeworks, Inc.

Ward:

All Wards
Synopsis of Previous Council Actions:

On September 6, 2020, the city entered into a Professional Services Agreement with PlaceWorks (Resolution No. 2020-231). Amendment No. 1 – On May 4, 2022, concurrent with the allocation of the LEAP Grant funds, a request was made for additional funding ($297,323.00) to be used for expanded public outreach.

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AMENDMENT NO. 2 TO

AGREEMENT FOR PROFESSIONAL SERVICES
WITH PLACEWORKS, INC.

This Amendment No. 2 to the Agreement for Professional Services is made and entered into as of MAY 1, 2024 (“Effective Date”) by and between the City of San Bernardino, a charter city and municipal corporation (“City”) and PlaceWorks, Inc., a California corporation (“Consultant”). City and Consultant are sometimes referred to herein individually as a “Party” and collectively as “Parties.”

RECITALS
A. WHEREAS, the City and the Consultant have entered into an agreement, dated September 16, 2020, for the purpose of providing services for updating the General Plan, the creation of a Downtown Specific Plan, and an update of the City Development Code (the “Master Agreement”).

B. WHEREAS, the Parties now desire to amend the Master Agreement in order to cover accrued costs and compensation for the performance of the additional services, and to outline a schedule for the performance of the additional services.

NOW, THEREFORE, in consideration of the above recitals and the mutual covenants, conditions, and promises contained in this Amendment No. 2, and the Master Agreement, the Parties mutually agree as follows:

AGREEMENT

1. Incorporation of Recitals. The recitals listed above are true and correct and are hereby incorporated herein by this reference.

2. Services. Services, as that term is defined in the Master Agreement, shall be amended to include additional services for the utilization of the City’s General Funds revenue to cover: (a) final publication of the State Department of Housing and Community Development (HCD) certified 2021-2029 Housing Element, (b) preparation of the 2050 Environmental Justice Element (EJ), and (c) project administration and coordination for the extension of the schedule for completion of the work products beyond the previously City-confirmed time-frame of March 2023.

The additional services are more particularly described in Exhibit A-1, attached hereto to this Amendment No. 2, and included as Attachment 2 to the staff report for this item, and incorporated herein by this reference.

3. Compensation. The compensation for services performed pursuant to this Amendment No. 2 shall not exceed Six Hundred and Thirty-Four Thousand and Eight Hundred and Twenty Five Dollars and Nine Cents ($634,825.09), thereby increasing the total not to exceed compensation of the Master Agreement to the amount of Four Million Seven Hundred and Thirty-Two Thousand and Eight Hundred and Five Dollars and Nine Cents ($4,759,825.09). Work for the additional services shall be performed at the rates Packet Page. 1163
set forth in Exhibit B-1, attached hereto to this Amendment No. 2 and incorporated herein by this reference.

4. Full Force. Except as amended by this Amendment No. 2, all provisions of the Master Agreement, including without limitation the indemnity and insurance provisions, shall remain in full force and effect and shall govern the actions of the Parties under this Amendment No. 2.

5. Electronic Transmission. A manually signed copy of this Amendment No. 2 which is transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Amendment No. 2 for all purposes. This Amendment No. 2 may be signed using an electronic signature.

6. Counterparts. This Amendment No. 2 may be signed in counterparts, each of which shall constitute an original.
[SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE FOR
AMENDMENT NO. 2 TO THE PROFESSIONAL SERVICES AGREEMENT
WITH PLACEWORKS, INC.

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 2 on the Effective Date first herein above written.

CITY OF SAN BERNARDINO
APPROVED BY:

Charles A. Montoya
City Manager
APPROVED AS TO FORM:

Best Best & Krieger LLP
City Attorney

CONSULTANT
PLACEWORKS, INC.

Signature
Name
Title
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EXHIBIT A-1

ADDITIONAL SERVICES
[ATTACHED]
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EXHIBIT B-1

SCHEDULE OF SERVICES AND COMPENSATION
[ATTACHED]
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March 21, 2024
Travis Martin
Senior Planner
Community Development and Housing Department
City of San Bernardino
290 North D St
San Bernardino, CA 92401
Subject: Budget Augment for the City of San Bernardino General Plan Update Dear Travis:

In compliance with the Agreement between PlaceWorks and the City of San Bernardino for professional services for the preparation of the updated General Plan, Downtown Specific Plan, Development Code, and Environmental Impact Report, we respectfully submit this request for an amendment to the budget to cover services additional to those specified by the Scope of Work. These encompass the costs for labor and work products completed to date and anticipated for (a) final publication of the HCD certified 2021-2029 Housing Element, (b) preparation of the 2050 Environmental Justice Element (EJ), and (c) project administration and coordination for the extension of the schedule for completion of the work products beyond the previously City-confirmed timeframe of March 2023. For the Housing and EJ Elements, the increase of fee is attributable to state legislation enacted and new technical guidance issued by the State of California Department of Housing and Community Development (HCD) and California Attorney General subsequent to the finalization of the work scope and budget contained in the Agreement, preparation of responses to litigation filed by multiple entities regarding the schedule and content of the Element, as described below, and requests from City staff to prepare the 2022 and 2023 Annual Planning Reports (APR). The fee for administrative and management tasks is largely attributable to delays attributable to prioritization of City staff’s participation in completion of the Housing Element (see below).

Environmental Justice
Since initiating work preparing the Environmental Justice Element, the California Attorney General released a Best Practices Guide for SB 1000 (September 2023) which significantly expands the breadth of analysis, clarifies and expands the areas considered disadvantaged, clarifies expectations for significant public input, and requires detailed implementation programs. In addition, many nearby cities with heavy industry have received close review and/or legal action by the California Attorney General and local advocacy groups over environmental justice issues, improper environmental clearance, or lack of public input. The budget augment reflects a similarly challenging process to address the environmental justice issues in San Bernardino.

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January 11, 2024 | Page 2
Project Administration and Management
Budget overrun due to (a) additional weekly project and frequent task-related coordination meetings, project tracking, invoicing, and updates to project schedule due to schedule extension beyond completion date stipulated in contractual agreement for which the budgeted funds were fully expended; (b) additional tracking of tasks/documentation required in response to Housing Element litigation and multiple HCD reviews of draft Elements; (c) preparation and processing of multiple budget modifications in response to requests for additional and/or modified work products (e.g., Annual Planning Reports, Truck Routes Study, Local Hazards Mitigation Plan); (d) and delays in receipt of staff comments on draft work products due to their prioritization of the Housing Element and internal City assignments.

Summary
We request the City approve the additional funding of (a) $199,298.75 for the additional costs incurred and anticipated to completion respectively of the certified Housing Element, (b) $20,028.00 for preparation of the 2022 and 2023 APRs, (c) $157,077.25 for the draft Environmental Justice Element, and (d) $98,280.03 for expanded project administration and management. The attached spreadsheet provides information regarding the existing project budget, amount billed and held for future billing to date, estimate of costs for completion of the work program and products, total associated costs and deficits, and requested budget augment.

As the state-mandated deadlines and litigation demanded that progress in completing the 2021-2019 Housing Element occur in an expeditious manner according to the schedule negotiated by the City with the litigants, PlaceWorks proceeded under the assurance from the City that the budget would be subsequently modified to cover the costs of this work. As substantial costs have been incurred, we would greatly appreciate the City’s prompt action to amending the Agreement in an equally expeditious manner.

We respect and greatly appreciate the collaborative relationship and contribution of City staff in moving forward with an extremely challenging and difficult assignment. We are gratified by the successful approval of the 2021-2029 Housing Element and certification by HCD, in addition to the City Council approval of the 2022 and 2023 Annual Planning Reports, and Environmental Justice Element.

Sincerely,

PLACEWORKS
Woodie Tescher
Principal, Planning + Urban Design
Packet Page. 1169

1.1A Kick-off Meeting and City Tour 7,094.00 6,712.59 381.41 0.00 0.00

1.1B Project Management and Tracking
System 66,851.00 153,203.69 -86,352.69 32,800.00 32,800.00 Projected costs to project
completion; Assume 22 wks @ 4
hrs/wk @ $260/hr and 20 wks@ 2
hrs/wk @ $260/hr (WT). NOTE:

Assumes completion of project by
December 2024; additional delays
would increase the estimated cost.

Budget overrun due to (a) additional coordination, project tracking, invocing, and updates to project schedule due to schedule extension beyond completion date stipulated in contractural agreement; (b) additional tracking of tasks/documentation required in reposonse to Housing Element litigation and multiple HCD reviews of draft Elements; and (c) multiple budget
modfications in resonse to requests for additional and/or modified work products (e.g., Annual Planning Reports, Truck Routes Study, Local Hazards Mitigation Plan). NOTE that the estimated budget only includes the anticipated costs for management to project completed; the costs for the overrun to date would be offset by the reduction of budget for remaining tasks (as indicated below).

1.1C Coordination Meeting with City Staff 56,375.00 76,580.00 -20,205.00 41,800.00 41,800.00 Projected costs to project
completion; Assume 22 wks @ 4
hrs/wk @ 260/hr, 20 wks @
4hrs/wk @ $260 (WT) and 40 hrs
@$245/hr (Mark Hoffman for EJ).

Assumes completion of project by
December 2024; additional delays
would increase the estimated cost.

Budget overrun due to (a) additional weekly project coordination meetings during schedule extension beyond completion date stipulated in contractural agreement; (b) additional PW-City meetings and calls to prepare reposonses to Housing Element litigation and HCD comments on draft Element; and (c) delays in receipt of staff comments on draft work products. NOTE that the estimated budget only includes the anticipated costs for management to project completed; the costs for the overrun to date would be offset by the reduction of budget for remaining tasks (as indicated below).

1.1D Coordination with City Staff 76,753.00 29,912.50 46,840.50 See tasks 1.1B and 1.1C. Remaining budget for this task has been exhausted by the overrun on the cumulative budget for Project Coordination sub-tasks (see "Total for 1.1B and 1.1 C" below).

1.1E Meetings with City Council Members 11,475.00 17,015.00 -5,540.00 0.00 0.00 Assumes no additional meetings with City Council members.

1.2 Document Templates and Base Maps 6,701.00 4,623.75 2,077.25 0.00 0.00 Work completed; no additional costs.

1.3 Review of Existing General Plan 19,196.00 3,877.50 15,318.50 0.00 0.00 Work completed; no additional costs.

Total for 01 244,445.00 291,925.03 -47,480.03 72,800.00 120,280.03 Note: $98,280.03 included in requested March 21 augment.

Balance of $22,000.00 would be covered by recommended transfer of existing line item funding.

Task Number: 02 Existing Conditions/Background Report
0 Perspective of San Bernardino's History 6,079.00 6,079.00 2,200.00 0.00 Work to be completed; no additional costs anticipated.

Packet Page. 1170

2.1 Land Use 51,867.00 49,457.50 2,409.50 0.00 0.00 Completed; no additional costs anticipated.

2.2 Urban Design and Public Places 462.50 -462.50 0.00 0.00 Task deleted per City staff approval.

2.3 Housing 104,443.00 115,646.25 -11,203.25 0.00 11,203.25 See note in next column. Completed; no additional costs anticipated. Augment included in budget request submittal of March 21, 2024 .

2.3.1 Annual Planning Report 20,500.00 20,954.00 -454.00 454.00 See note in next column.

Cost overruns due to delays and unavailabilty of data and multiple iterations of project lists/ADUs. Augment included in budget request submittal of March 21, 2024.
2023 APR 2,500.00 2,500.00 See note in next column. Costs for completion of 2023 APR; not included in contract budget; augment included in budget request submittal of March 21, 2024. 2024 APR 7,500.00 7,500.00 See note in next column.

Costs to prepare 2024 APR; not included in contract budget; augment included in budget request submittal of March 21, 2024.

Asumes City provides data for permits and other items.

2.4 Historic Resources 23,503.00 18,648.13 4,854.87 0.00 0.00 Completed; no additional costs anticipated.

2.5 Mobility/Circulation 93,727.00 98,120.01 -4,393.01 0.00 0.00 Completed; no additional costs anticipated.

2.6 Infrastructure 18,700.00 21,755.13 -3,055.13 0.00 0.00 Completed; no additional costs anticipated.

2.7 Police and Fire 989 3,190.00 -2,201.00 0.00 0.00 Completed; no additional costs anticipated.

2.8 Parks and Recreation 17,993.00 17,425.00 568.00 0.00 0.00 Completed; no additional costs anticipated.

2.9 Education 8,486.00 2,100.00 6,386.00 0.00 0.00 Completed; no additional costs anticipated.

2.10 Local Economy 9,588.00 14,317.50 -4,729.50 0.00 0.00 Completed; no additional costs anticipated.

2.11 Market Demand 19,023.00 15,150.00 3,873.00 0.00 0.00 Completed; no additional costs anticipated.

2.12 Population and Demographics 12,658.00 17,875.00 -5,217.00 0.00 0.00 Completed; no additional costs anticipated.

2.13 Equity, Environmental Justice, and
Health 46,855.00 55,708.75 -8,853.75 21,146.25 30,000.00 Add'tl work required to address CAG's SB 1000 practices (9/15/2023). Projected work includes additional technical work, public outreach, and incorporation of results. Technical work and incorporation of public outreach is included here; public outreach is reflected in Task 3. Augment included in budget request submittal of March 21, 2024.

2.14 Biological Resources 19,800.00 24,885.89 -5,085.89 0.00 0.00 Completed; no additional costs anticipated.

2.15 Cultural Resources 10,956.00 11,600.13 -644.13 0.00 0.00 Completed; no additional costs anticipated.

2.16 Hydrology and Water Quality 0.00 0.00 0.00

2.17 Air Quality 10,853.00 2,175.00 8,678.00 0.00 0.00 Completed; no additional costs anticipated.

2.18 Climate and Climate Change 11,179.00 10,158.75 1,020.25 0.00 0.00 Completed; no additional costs anticipated.

2.19 Noise 9,200.00 1,120.00 8,080.00 0.00 0.00 Completed; no additional costs anticipated.

2.20A Geological and Seismic Hazards 1,729.00 17,490.00 -15,761.00

0.00 0.00
Completed; no additional costs anticipated.

2.20B Flooding 913 3,370.00 -2,457.00 0.00 0.00 Completed; no additional costs anticipated.

2.20C Fire and Wind 4,723.00 5,263.75 -540.75 0.00 0.00 Completed; no additional costs anticipated.

2.20D Public Safety 1,510.00 2,655.00 -1,145.00 0.00 0.00 Completed; no additional costs anticipated.

2.20E Geology 694 911.25 -217.25 0.00 0.00 Completed; no additional costs anticipated.

2.21 Existing Conditions Report 33,793.00 27,255.00 6,538.00 6,538.00 0.00 To be completed; inclusion of EJ existing conditions

2.22 Community Snapshot 18,625.00 0.00 18,625.00 18,265.00 0.00 This task deleted based on authorization by City staff.

Total for 02 558,386.00 567,401.79 -9,015.79 58,149.25 67,165.04 It is assumed that costs for finalizing and overruns for the Existing Conditions analyses will be within the cumulative budget for all line item work products, except except Housing (Task 2.3), Annual Planning Reports (Task 2.3.1) and Environmental Justice (Task

2.13), for which a modfication has been requested.

Task Number: 03 Public Outreach
Strategy

3.1 Public Engagement Plan 13,408.00 98,887.50 -85,479.50 0.00 0.00 See note in next column.

Overrun due to staff requested proposal and consultion with CBOs for expanded outreach scope and confirmation that these costs would be covered by the requested budget augment. Not aproved by City Council; requiring staff approved costs to be offset by reduction of budget allocated to other work program tasks and products.

3.2 Citywide Workshops 108,689.00 202,785.57 -94,096.57 30,000.00 30,000.00 Note: Recommend 3 low-tech
listening sessions (like the HEU)
(total would be $30K with City
providing bilingual). Includes
presentation, comment board, 2
staff present, notes, posting, City
staff present, etc.

Contract covered total of 12 workshops; 17 conducted. Overrun due to conduct of workshops in each City Council Ward, in lieu of consolidated Wards as stipulated in the contractual agreement, the use of online workshop activities, engagment of Community Based Organizations and Homeowners Associations, and involvement and participation of students at local schools. Augment included in budget request submittal of March 21, 2024.

3.2A Downtown Workshops 9,100.00 45,739.39 -36,639.39 0.00 0.00 Completed; no additional costs anticipated.

3.3 Focus Area Workshops 1,320.00 9,382.54 -8,062.54 0.00 0.00 Completed; no additional costs anticipated.

3.4 Pop-Up Events 37,486.00 38,289.27 -803.27 0.00 0.00 Completed; no additional costs anticipated.

3.4A Downtown Pop-Up Events 6,010.00 5,635.00 375.00 0.00 0.00 Completed; no additional costs anticipated.

3.5 Stakeholder Interviews or Roundtables 32,042.00 16,887.00 15,155.00 25,000.00 9,845.00 Input for EJ Element: Reprogram
$15K and add $10,000 - City staff
setup 5 zoom interviews with 3-4
participants - topics (Healthcare,
pollution, education/jobs, public
safety, other ...). If this is too time
consuming/difficult to coordinate,
convert to a dozen stakeholder
interviews.

Augment included in budget request submittal of March 21, 2024.

3.5A Downtown Stakeholder Interviews 6,700.00 6,229.50
470.5 0.00 0.00 Completed; no additional costs anticipated.

3.6 General Plan Advisory Committee 145,083.00 61,167.44 83,915.56 22,800.00 0.00 Estimated cost for six additional
GPAC meetings (land use plan,
circultion, noise, final document;
plus 2 for EJ Element).

While within remaining budget for this task, cumulative budget for Public Outreach has been exceeded.

3.6A Downtown Advisory Committee 2,350.00 8,962.56 -6,612.56 0.00 0.00 Overrun included in "Total for 0.3" below; remaining meeting to be covered by LEAP grant, Task 15.1 below.

3.7 Project Branding and Collateral Material 60,588.00 18,028.75 42,559.25 0.00 0.00 While there is remaining unbilled funds for this task, the cumulative funding for the Public Outreach sub-tasks has been exceeded and no additional work will be conducted.

3.8 Project Website 49,771.00 56,232.00 -6,461.00 4,500.00 10,961.00 Projected costs to project
completion: Assume $500/month
for 9 months
Overrun due to extended project schedule and posting of multiple iterations of draft Housing Element.

3.9 Social Media, Online Surveys and
Outreach 89,880.00 71,803.75 18,076.25 3,840.00 3,840.00 Additional funding for preparation
of social media announcements
and posts for draft planning and
CEQA documents and public
hearings: 6 posts @ 2 hrs/post @
$160/hr. [NOTE: Per dicussion with
City staff, the total number of
social media posts could exceed
the estimate to comprehensively
address the number of planning
documents to be reviewed and
number of public hearings]
No remaining funds for this sub-task due to cumulative outreach being exceeded.

3.9A Community Training 15,340.00 21,012.75 -5,672.75 0.00 0.00 Completed; no additional costs anticipated.

Total for 03 577,767.00 661,335.52 -83,568.52 86,140.00 169,708.52 Covers overrun to date and projected costs to completion.

Task Number: 04 Vision Statement

4.1 Public Visioning Events 0.00 0.00 0.00 0.00 0.00 Covered by first round of public workshops (separate budget line item)

4.2 Draft Vision Statement and Guiding
Principles
4,250.00 4,250.00 0.00 0.00 0.00 Reviewed and approved by GPAC and City Council

4.3 Review Preliminary Vision Statement 680.00 680.00

0.00 0.00 0.00 Completed; no additional costs anticipated.

4.4 Final Vision Statement and Guiding
Principles 0.00 0.00

0.00 0.00 0.00 Completed; no additional costs anticipated.

Total for 04 4,930.00 4,930.00 0.00 0.00 0.00 Completed; no additional costs anticipated.

Task Number: 05 Land Use Plan Update

5.1 Confirm Areas of Conservation and
Change 11,868.00 10,048.75
1,819.25 1,819.25

0.00 To be completed; no additional costs anticipated.

5.2 Develop Focused Area Land Use
Concepts 99,535.00 50,028.76
49,506.24 49,506.24

0.00 To be completed; no additional costs anticipated.

5.3 Evaluate Comparative Impacts of Plan
Alt

5.3.1 Economic Analysis 0.00 0.00 0.00 0.00 0.00 Task deleted per City staff approval

5.3.2 Fiscal Impacts 18,550.00 0.00 18,550.00 18,550.00 0.00 To be completed for the final draft Land Use Plan only

5.3.3 Public Facilities and Services 5,865.00 0.00 5,865.00 5,865.00 0.00 To be completed for the final draft Land Use Plan only

5.3.4 Traffic Model/Forecasts 0.00 60,105.90 -60,105.90 -60,105.90 0.00 Charges moved to Task 6.2.5 (see below); no adjustment needed.

5.3.5 Infrastructure 8,648.00 6,882.15 1,765.85 1,765.85 0.00 To be completed for the final draft Land Use Plan only

5.3.6 Natural Environmental 5,202.00 0.00 5,202.00 5,202.00 0.00 To be completed for the final draft Land Use Plan only

5.3.7 Climate Change/GHG Emissions 6,008.00 0.00
6,008.00
6,008.00 0.00 To be completed for the final draft Land Use Plan only

5.4 Land Use Alternatives Reports 20,665.00 16,132.50 4,532.50 4,532.50 0.00 Task deleted per City staff approval

5.5A Review Alternatives 0.00 4,658.29 -4,658.29 -4,658.29 0.00 Task deleted per City staff approval

5.5B Select Preferred Plan 19,105.00 3,080.00 16,025.00 16,025.00 0.00 To be completed; prepare final draft LUP in response to City comments.

Total for 05 195,446.00 150,936.35 44,509.65 44,509.65 0.00 No additional costs projected, asssuming that City staff comments on GPAC prepared draft LUP do not require substantial
modifications.

Task Number: 06 General Plan Update

6.1A General Plan Format 15,606.00 9,660.00 5,946.00 5,946.00 0.00 To be completed; no additional costs anticipated.

6.1B Writing Guide 3,978.00 0.00 3,978.00 3,978.00 0.00 To be completed; no additional costs anticipated.

6.2A Administrative Draft General Plan
Goals 0.00 3,385.00
-3,385.00

0.00 0.00 Completed

6.2B Introduction 4,447.00 0.00 4,447.00 4,447.00 0.00 To be completed; no additional costs anticipated.

6.2C Vision and Guiding Principles 2,366.00 0.00 2,366.00 2,366.00 0.00 To be formatted; draft reviewed by GPAC and Mayor/City Council; no additional costs anticipated.

6.2.1 Land Use and Urban Form 49,388.00 1475.00 47,913.00 47,913.00 0.00 To be completed, contingent on finalization of draft Land Use Plan diagram; no additional costs anticipated.

6.2.2 Community Design 0.00 0.00 0.00 0.00 0.00 Deleted from original contract.

6.2.3 Economic Development 24,562.00 12,355.00 12,207.00 12,207.00 0.00 To be formatted; draft goals & policies reviewed by staff and GPAC.

6.2.4 Housing 66,667.00 96,251.25 -29,584.25 2,500.00 32,084.25 Cost overrun due to: 1) additional research, analysis, and planning to address HCD's Fair Housing Assessment manual, 2) three additional workshops requried by litigants: 3) new HCD guidance relative to AB 2339 and group homes, and issues raised by litigants.

Does NOT include costs for completion of HE in response to HCD comments (covered by Task 6.4, below). Augment included in budget request submittal of March 21, 2024.

6.2.5 Circulation 205,230.00 111,062.87 94,167.13 94,167.13 0.00 Move costs of $59,785.90 from
task 5.3.4 billing; reducing
remaining budget to $34,511.23
(see above)

6.2.6 Utilities/Infrastructure 12,082.00 8,982.60 3,099.40 3,099.40 0.00 To be formatted; draft goals & policies reviewed by staff and GPAC.

6.2.7 Public Services and Facilities 22,012.00 5,310.00 16,702.00 16,702.00 0.00 To be formatted; draft goals & policies reviewed by staff and GPAC.

6.2.8 Parks, Recreation, and Trails 23,664.00 13,917.50 9,746.50 9,746.50 0.00 To be formatted; draft goals & policies reviewed by staff and GPAC.

6.2.9 Energy and Water Conservation 5,314.00 6,687.50 -1,373.50 0.00 0.00 To be formatted; draft goals & policies reviewed by staff and GPAC.

6.2.10 Historic and Archaeologic Resources 2,876.00 6,838.75 -3,962.75 0.00 0.00 To be formatted; draft goals & policies reviewed by staff and GPAC.

6.2.11 Noise 3,672.00 0.00 3,672.00 3,672.00 0.00 To be formatted; draft goals & policies reviewed by staff and GPAC.

6.2.12 Safety 9,262.00 17,278.75 -8,016.75 0.00 0.00 To be formatted; draft goals & policies reviewed by staff and GPAC.

6.2.13 Climate and Adaptation 15,412.00 11,657.50 3,754.50 3,754.50 0.00 To be formatted; draft goals & policies reviewed by staff and GPAC.

6.2.14 Environmental Justice and Health 29,692.00 12,852.50 16,839.50 45,000.00 28,160.50 In preparation; Just SB and potential litigants have put CIty on notice that they will provide comments; AG sued on warehousing in Bloomington; threatened IVDA with Airport Gateway Specific Plan. Will require significant enhanced policy and implementation guidance. Augment included in budget request submittal of March 21, 2024.

6.3 Implementation Programs 45,104.00 1,000.00 44,104.00 44,104.00 0.00 To be completed

6.4 Outside Agency Review (HCD, CALFIRE,
CAG 31,865.00 122,817.50 -90,952.50 15,000.00 86,402.50 CalFire will require $15,000.

Costs overrun includes consultation and reponses to HCD for draft Housing Elemen and litigants. Augment for this work included in budget request submittal of March 21, 2024. Budget estimate for additional costs covers CalFire review of Safety Element.

0.00 0.00 0.00 65,000.00 65,000.00
Based on litigant letters and lawsuits in Fontana, Bloomington, and San Bern., expect significant comments on environmental justice from the CAG, Just SB, PC4EJ, CCAEJ, and others. Augment included in budget request submittal of March 21, 2024.

6.5 Review Administrative Draft General
Plan 10,445.00 0.00 10,445.00 10,445.00 0.00 To be completed; no additional costs anticipated.

Total for 06 583,644.00 442,061.72 141,582.28
390,047.53 248,465.25
Covers overrun to date and projected costs to completion.

Task Number: 07 Draft Comprehensive
General Plan Document

7.1 Confirm Plan Organization/Layout 21,504.00 0.00 21,504.00 21,504.00 0.00
To be completed; no additional costs anticipated.

7.2 Administrative Draft 75,664.00 2,110.00 73,554.00 73,554.00 0.00 To be completed; no additional costs anticipated.

7.3 Final Public Draft 24,786.00 0.00 24,786.00 24,786.00 0.00 To be completed; no additional costs anticipated.

7.4 Responses to Comments/Input for PC
and C 17,524.00 0.00 17,524.00
17,524.00 0.00
To be completed; no additional costs anticipated.

7.5 PC Recommended Revisions 4,162.00 0.00 4,162.00 4,162.00 0.00 To be completed; no additional costs anticipated.

Total for 07 143,640.00 2,110.00 141,530.00 141,530.00 0.00 To be completed; no additional costs anticipated.

Task Number: 08 Downtown Specific Plan

8.1 Framework for Planning 56,500.00 66,296.37 -9,796.37 0.00 0.00 Completed.

8.2 Supplemental Existing Conditions and
Urban Form 41,229.00 25,005.00 16,224.00 0.00 0.00 Completed.

8.3 Vision, Objectives and Planning
Principles 9,823.00 513.75 9,309.25 0.00 0.00 Completed.

8.4 Alternative Land Use/Urban Form Plan
Con 28,077.00 32,935.00 -4,858.00 0.00 0.00 Completed.

8.5 Economic/Development Pro Forma
Analysis 0.00 0.00 0.00 0.00 0.00 Task deleted per City staff approval

8.6 Prepare Land Use Plan 17,840.00 24,207.50 -6,367.50 0.00 0.00 Completed.

8.7 Draft Specific Plan 71,285.00 50,577.50 20,707.50 4,559.62 0.00 To be completed; no additional costs anticipated.

8.7.1 Preferred Land Use Plan 13,189.00 8,625.00 4,564.00 0.00 0.00 To be completed; no additional costs anticipated.

8.7.2 Mobility Plan 38,215.00 32,772.40 5,442.60 0.00 0.00 To be completed; no additional costs anticipated.

8.7.3 Infrastructure Plan 24,154.00 36,323.86 -12,169.86 0.00 0.00 While this line item exceeds the contract budget, it is projected that the completion of the SP will be accomplished by allocating remaining costs to Task 13.5 (LEAP grant).

8.7.4 Development Standards 21,604.00 63,045.00 -41,441.00 0.00 0.00 While this line item exceeds the contract budget, it is projected that the completion of the SP will be accomplished within the remaining unbilled fudning (see "Total for 08" below).

8.7.5 Design Guidelines 22,583.00 11,680.00 10,903.00 0.00 0.00 To be completed; no additional costs anticipated.

8.7.6 Implementation Plan and Economic
Develop 15,392.00 3,480.00 11,912.00 0.00 0.00 To be completed; no additional costs anticipated.

8.8 Public Review 31,722.00 2,067.50 29,654.50 29,654.50 0.00 To be completed.

Total for 08 391,613.00 357,398.88 34,214.12 34,214.12 0.00 Assuming that no further signficant revisions will be necessary; no anticipated costs anticipated.

Task Number: 09 Development Code

9.1 Review Partial Draft Updated Code 27,996.00 37,497.38 -9,501.38

0.00 0.00 Completed.

9.2 StateholderOutreach 16,106.00 5,100.00 11,006.00 11,006.00 0.00 To be completed; no additional costs anticipated.

9.3 Draft Zoning Codes Sections 74,725.00 5,356.25 69,368.75 69,368.75 0.00 To be completed; no additional costs anticipated.

9.4 Design and Operational Standars 26,887.00 14,703.75 12,183.25 12,183.25 0.00
To be completed; no additional costs anticipated.

9.5 Zoning Map and Districts 12,587.00 750 11,837.00 11,837.00 0.00 To be completed; no additional costs anticipated.

9.6 Public Review Draft Code 8,446.00 0.00 8,446.00 8,446.00 0.00 To be completed; no additional costs anticipated.

9.7 Public Hearings 4,039.00 0.00 4,039.00 4,039.00 0.00 To be completed; no additional costs anticipated.

9.8 Final Development Code 10,486.00 0.00 10,486.00 10,486.00 0.00 To be completed; no additional costs anticipated.

Total for 09 181,272.00 63,407.38 117,864.62 117,864.62 0.00 To be completed; no additional costs anticipated.

Task Number: 10 Program EIR

10.1 CEQA Project Description 22,532.00 15,039.75 7,492.25 7,492.25 0.00 To be completed; no additional costs anticipated.

10.2 Technical Analysis 117,608.00 43,402.12 74,205.88 74,205.88 0.00 To be completed; no additional costs anticipated.

10.3 Environmental Impact Report 148,452.00 41,111.69 107,340.31 107,340.31 0.00 To be completed; no additional costs anticipated.

10.4 Final EIR & Certification Documents 50,645.00 93.50 50,551.50 50,551.50 0.00 To be completed; no additional costs anticipated.

Total for 10 339,237.00 100,004.46 239,232.54 239,232.54 0.00 To be completed; no additional costs anticipated.

Task Number: 11 Public Review and
Adoption

11.1A Planning Commision 33,455.00 4,777.50 28,677.50 TBD 0.00 Potential budget transfer; assume 3 hearings, 2 staff, 4 hrs (prep and atttendance) = $16,560 (savings of $14,595). [NOTE: Per discussion with City staff, the number of public hearings may exceed estimate to address multiple planning and environmental documents].

11.1B City Council 32,762.00 6,787.50 25,974.50 TBD 0.00 Potential budget transfer; assume 3 hearings, 2 staff, 4 hrs (prep and atttendance) = $16,560 (savings of $11,514.50). [NOTE: Per discussion with City staff, the number of public hearings may exceed estimate to address multiple planning and environmental documents].

11.2 Adopted and Certified Documents 12,444.00 0.00 12,444.00 12,444.00 0.00 To be completed; no additional costs anticipated.

Total for 11 78,661.00 11,565.00 67,096.00 TBD 0.00 Potential savings: $26,109.50 Propose to be reallocated for other task overruns.

Task Number: 12 Post-Adoption Activities

12.1 Training Session 48,103.00

0.00 48,103.00 0.00 Task is optional and not required by Government Code.

12.2 Implementation Tracking and
Modification 47,858.00

0.00 47,858.00 0.00 Task is optional and not required by Government Code.

12.3 Contingency 52,983.00 0.00 52,983.00 0.00 Potential source of funding.

Total for 12 148,944.00

0.00 148,944.00 TBD

0.00 Potential saviings: $148,944.00 Propose to be reallocated for other task overruns.

Task Number: 13 LEAP GRANTDowntown Specific Plan

13.1 DTSP TAC Meetings 45,000.00 35,676.25 9,323.75 0.00 0.00

13.2 DTSP Popups 20,000.00 18,007.50 1,992.50 0.00 0.00

13.3 Downtown Community Workshops 40,000.00 37,092.50 2,907.50 0.00 0.00

13.4 Site Preparation Studies 65,000.00 34,613.75 30,386.25 0.00 0.00

13.5 Detailed Infrastructure Analyses 65,000.00 20,501.78 44,498.22 0.00 Total budget for this task reduced
by $12,169.86 to cover overun on
task 8.7.3 (see above)
Total for 13 235,000.00 145,891.78 89,108.22 0.00 Not subject to modfication.

Task Number: 14 LEAP GRANT-Housing
Element

14.1 Land Use Opportunity Analysis 50,000.00 58,168.75 -8,168.75 0.00 0.00 Completed; no additional costs anticipated.

14.2 Technical Analyses (AB 668, SB 244) 60,000.00 89,206.25 -29,206.25 0.00 29,206.25 Cost overrun due to additional research, analysis, and planning to address HCD's requirements for Fair Housing Assessment, and issues raised by litigants, and multiple iterations for the land inventory. Augment included in budget request submittal of January 11, 2024.

14.3 CEQA 35,000.00 4,050.00 30,950.00 0.00 0.00 To be completed.

14.4 Expanded Implementation Plan 25,000.00 24,942.50

57.50 0.00 0.00 Completed; no additional costs anticipated.

Total for 14 170,000.00 176,367.50 -6,367.50 29,206.25 Covers cost to prepre CEQA document, reduced by allocating the reamaing budget.

Task Number: 15 LEAP GRANTCommunity Outreach Program

15.1 Workshops and Engagement 95,000.00 80,321.57 14,678.43 TBD 0.00 Remaining unbilled budget may be used for final DT Advisory Committee and, potentially, to cover public outreach tasks for EJ Element.

Total for 15 95,000.00 80,321.57 14,678.43 0.00 Not subject to modfication.

Task Number: X Reimbursable Expenses
Total for X 150,000.00 97,345.14 52,654.86 0.00
Total for COSB-25.0 $4,097,985.00 $3,153,330.97 $944,654.03 $634,825.09

SAN BERNARDINO GENERAL PLAN, DOWNTOWN SPECIFIC PLAN, CODE, & EIR BUDGET ANALYSIS UPDATED March 20, 2024
Total Contract Billed Remaining
Projected Cost
to Project
Completion*
Required
Budget
Adjustment**
Budget Estimate Comments
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*Indicates additional budget required to cover estimated labor costs through the completion of the project, excluding costs for project review and adoption and post adoption activities. **Indicates budget to be covered by transfer and reduction from other work task or budget augment by the City.

SAN BERNARDINO GENERAL PLAN, DOWNTOWN SPECIFIC PLAN, CODE, & EIR BUDGET ANALYSIS UPDATED March 20, 2024
Total Contract Billed Remaining
Projected Cost
to Project
Completion*
Required
Budget
Adjustment**
Budget Estimate Comments
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PROPOSED BUDGET AUGMENT (March 21, 2024)
Housing Element $199,298.75
Annual Planning Reports $20,028.00
Environmental Justice Element $157,077.25
Project Administration and Management $98,280.03
Total Reimbursement Request $474,684.03

TOTAL BUDGET ADJUSTMENT
Total Required (See above) $634,825.09
Covered by Proposed January Augment $474,684.03
Total Additional Budget Modifications
Required $160,141.06
Potential Funding Transfers $175,053.50 Note: Possible funding transfers from Tasks 11.1A, 11.1B, 12.1, 12.2, and 12.3 (above)

CITY OF SAN BERNARDINO GENERAL PLAN REVISED BUDGET ESTIMATE UPDATED March 21, 2024

HOUSING ELEMENT
Task Contract Budget Total Billed
(2.29.24) Overrun to 2.29
Project to
Completion +
Held Costs
Total Project
(Columns D & F)
Total
Cumulative
Overrun
Budget Augment
Request

EXISTING CONDITIONS

2.2 Housing 104,443.00 115,646.25 -11,203.25 0.00 115,646.25 -11,203.25 11,203.25

2.2.1 Annual Planning Report 20,500.00 20,954.00 -454.00 0.00 20,954.00 -454.00 454.00 2022 APR 0.00 9,574.00 -9,574.00 2,500.00 12,074.00 -12,074.00 12,074.00 2023 APR 0.00 0.00 0.00 7,500.00 7,500.00 -7,500.00 7,500.00

PUBLIC OUTREACH

3.8 Website (Housing Updates) 2,862.50 0.00 0.00 2,862.50 -2,862.50 2,862.50

HOUSING ELEMENT

6.2.4 . 66,667.00 96,521.25 -29,854.25 2,500.00 99,021.25 -32,354.25 32,354.25

6.4 Outside Agency Review 31,865.00 122,817.50 -90,952.50 15,000.00 137,817.50 -105,952.50 105,952.50

LEAP GRANT HOUSING

14.2 Technical Analyses (AB 686, SB 244) 60,000.00 89,206.25 -29,206.25 0.00 89,206.25 -29,206.25 29,206.25

14.3 Expanded Implementation 25,000.00 24,942.50 0.00 0.00 24,942.50 0.00 0.00

ADDITIONAL WORK TASKS TO RESPOND TO

HCD & LITIGANTS
Meetings with HCD & Others
Project Administration (Due to
extended project timeline)
0 17,720.00 17,720.00 35,440.00 -35,440.00 17,720.00
TOTAL 308,475.00 482,524.25 -171,244.25 45,220.00 545,464.25 -237,046.75 $219,326.75 Packet Page. 1181

ENVIRONMENTAL JUSTICE ELEMENT
Task Contract Budget Total Overrun to 2.29
Prloject to
Completion
(Include held
charges)
Total (Columns
D & F)
Total
Cumulative
Overrun
Budget Augment
Request

EXISTING CONDITIONS

2.13 Equity, Environmental Justice, &
Health
46,855.00 55,708.75 -8,853.75 35,000.00 90,708.75 -43,853.75 43,853.75

GENERAL PLAN UPDATE

6.2.14 Environmental Justice & Health 29,629.00 12,852.50 0.00 45,000.00 57,852.50 -28,223.50 28,223.50

ADDITIONAL WORK TASKS
Public Workshops 0.00 0.00 0.00 25,000.00 25,000.00 -25,000.00 25,000.00 Stakeholder Interviews 0.00 0.00 0.00 15,000.00 15,000.00 -15,000.00 15,000.00 Additional GPAC Meetings 0.00 0.00 0.00 10,000.00 10,000.00 -10,000.00 10,000.00 CaL Attorney General/Litigant/Comments
(Estimated: Recommend T&M) Line Item

0.00 0.00 0.00 25,000.00 25,000.00 -25,000.00 25,000.00 Staff Meetings 0.00 0.00 0.00 10,000.00 10,000.00 -10,000.00 10,000.00 TOTAL 76,484.00 68,561.25 0.00 165,000.00 233,561.25 -157,077.25 $157,077.25

PROJECT FOUNDATION, INITIATION, AND COORDINATION
Task Contract Budget Total Billed to

2.29 Overrun to 2.29 Project toCompletion
Total (Columns
D & F)
Total
Cumulative
Overrun
Budget Augment
Request

1.1+ Project Management and Tracking,
Coordination Meetings with City
Staff
244,445.00 291,925.03 -47,480.03 50,800.00 98,280.03 -98,280.03 $98,280.03 Packet Page. 1182
Mark
Hoffman
Molly
Mendoza Edits Total
Rate $ 245 $ 155 $ 150
Task 6.2.4: Housing Element
3 Workshops 20 16 0 $ 7,380
ES Overlay 16 16 0 $ 6,400
GH Tech Memo 16 0 0 $ 3,920
Litigant ES/GH 30 24 0 $ 11,070
Task 14.2: LEAP Grant
Litigant - SB244 16 0 $ 3,920
Litigant - AB 686 32 16 0 $ 10,320
Litigant Constraints 50 20 0 $ 15,350
Task 6.4 HCD Review
Enhanced Outreach 16 0 0 $ 3,920
AFH Demographic Work 24 16 0 $ 8,360
Housing Conditions 16 0 0 $ 3,920
Surplus Sites/Project Status 0 32 0 $ 4,960
New AFH Maps - Sites 0 32 0 $ 4,960
Place-Based Analysis 40 32 0 $ 14,760
Misc Programs 24 4 16 $ 8,900
EJ Tasks
Outreach-Workshops
Admin 5 16 0 $ 3,705
Attend Worskshop 24 24 0 $ 9,600
Ppt 24 16 0 $ 8,360
Writeup 12 16 0 $ 5,420
Mapping 2 16 0 $ 2,970
Subtotal $ 30,055
OtherOutreach
Stakeholder Mtgs/Writeup 40 30 0 $ 14,450
GPAC Mtgs (2) 36 8 0 $ 10,060
Subtotal $ 24,510
EJ Products
EJ Assessment 100 30 8 $ 30,350
EJ Element 100 30 8 $ 30,350
Subtotal $ 60,700
Administration
Team Mtgs (20) 40 4 0 $ 10,420
CAG Review 80 20 16 $ 25,100 T&M with contingency recommended Packet Page. 1183
contingency recommended
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Title: PlaceWorks Budget Augment -
2024
Presented by: Gabriel Elliott, Director of
Community Development and Housing
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Background
v April 7, 2020, the city released a Request For Proposal (RFP) for preparation of the General Plan and Development Code update, v A budget of $3,625,000 to cover the cost of the General Plan update, the Downtown Specific Plan, an update of the Development Code, the preparation of the Housing Element, and the environmental analysis for the projects.
v This budget was derived from a combination of sources ranging from funds received from the State of California for $3,000,000.00, and SB Grants ($625,000.00), and LEAP Grants ($500,000.00).

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Discussion
Ø Budget augment was a result of costs for labor and work products completed to date and anticipated
Ø Costs incurred include final publication of the HCD certified 2021-2029 Housing Element
Ø Preparation of the 2050 Environmental Justice Component Ø Project administration and coordination
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Project Funding
Ø $3,000,000.00 from State of California
Ø $625,000.00 from SB -2
Ø $500,000.00 from LEAP Grant
Ø $297,323.00 for additional outreach was denied by the City Council Packet Page. 1188
Budget Augment
Ø $199,298.75 – Housing Element (already accrued)
Ø $20,028.00 HE 2022 and 2023 (already accrued)
Ø $157,077.25 – Environmental Justice Element (required due to litigation) Ø $98,280.03 – Project Administration and Management
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Project Status and Completion
ü General Plan – 4th Quarter of 2024
ü HE adopted by the City Council on February 21, 2024
ü Downtown Specific Plan – 90% complete
ü EIR preparation on hold pending draft land use plan
ü Local Hazard Mitigation Plan – draft completed in 2023 ü Truck Route Study – Prepared but not adopted
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Mayor, City Council & CM Goals & Objectives
ü Goal # 4 - Ensure Development of a Well-Planned, Balanced, and Sustainable City
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Fiscal Impact
ü $643,825.09 – From the General Fund
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Recommendation
v It is recommended that the Mayor and City
Council of the City of San Bernardino,
California, approve a budget augment for
PlaceWorks in the amount not to exceed
$634,820.09
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Questions
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DISCUSSION
City of San Bernardino
Request for Council Action
Date: May 1, 2024
To: Honorable Mayor and City Council Members
From: Charles A. Montoya, City Manager
Department: City Manager's Office
Subject: City Hall Renovation Project Step 1 (Ward 1)
Recommendation:

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

1. Authorize the City Manager to move forward with Step 1 of the San Bernardino City Hall Renovation Project; and

2. Authorize the execution of the Joint Exercise Power Agreement between the City of San Bernardino, and the San Bernardino City Housing Authority; and

3. Adopt Resolution 2024-090; of the City of San Bernardino authorizing the creation of the City of San Bernardino Financing Authority and certain other matters pertaining thereto; and

4. Adopt Resolution 2024-091; declaring intent to issue tax exempt obligations to be used to reimburse the City for expenditures it may incur prior to the bond issuance.

Executive Summary
The renovation of the historic San Bernardino City Hall is a complex and multi-step project requiring: (1) the creation of a new government entity, the City of San Bernardino Public Financing Authority; (2) the retention of design consultants and industry professionals experienced in architecture, large scale construction projects, civic center design, municipal project management and financing; (3) procurement of a construction contract or construction manager; and (4) the issuance of lease revenue bonds to finance the project. Most importantly, the project can only succeed through collaboration between staff, the Mayor and City Council, and the San Bernardino community. This staff report focuses on Step 1 of the City Hall Renovation Project:
creating the San Bernardino Public Financing Authority, which will establish the administrative structure required to issue lease revenue bonds in the future. There is no fiscal impact associated with establishing a financing authority, nor does it obligate the City to release bonds in the future.

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Background
San Bernardino City Hall (“City Hall”) was designed to be the focal point the Century City project, a 93-acre urban renewal project meant to transform downtown San Bernardino into a thriving center of economic activity. The design of City Hall was awarded to Gruen and Associates where renowned architect Cesar Pelli served as the lead partner in charge of the project. Also, at Gruen and Associates was Norma Sklarek, the first African American woman in California to become a licensed architect. Sklarek served as the director of architecture and was responsible for coordinating the technical aspects of the City Hall project. Completed in 1972, City Hall’s distinctive design garnered acclaim, earning recognition in various publications and was named one of the 49 most outstanding city halls by the American Institute of Architects and Library of Congress in 1982.

While City Hall is an iconic building for the City, it was built prior to the more rigorous building codes. As a result of the 1971San Fernando earthquake (or “Sylmar Earthquake”), the Uniform Building Code (UBC) was updated in 1973 to prohibit the use of non-ductile concrete construction, which is the type of construction that was used for City Hall. Structures of this type exhibited poor performance during the Sylmar Earthquake, suffering significant structural damage and/or failure. To evaluate the building’s safety, the City has commissioned multiple seismic assessments of City Hall. Evaluations by URS Corporation in 2007 and IDS Group in 2015 identified critical deficiencies, including weak first-story columns, insufficient lateral resistance, and seismic vulnerability due to its location near fault lines. All seismic assessments concluded that City Hall would need to be retrofitted.

In response to these seismic risks, City Manager Mark Scott recommended vacating City Hall in 2016, relocating staff to surrounding structures such as Vanir Tower and the 201 Building.

On June 6, 2018, the Mayor and City Council approved an agreement with CannonDesign to perform a Facilities Condition Assessment (FCA) for 185 City-owned facilities, with the City Hall building being assessed first. The assessment included:
• Seismic and structural elements.
• Mechanical components, such as HVAC systems and elevators. • Plumbing and fire protection systems.
• ADA compliance.
• Environment issues.

The CannonDesign’s FCA report identified critical deficiencies in all categories listed above and estimated approximately $22 million in renovation costs, $2.2 million in ADA improvement costs, and $8 million in retrofitting costs. It’s also important to note that the amounts listed above do not include project contingency, management, or inspection costs. For the seismic assessment, CannonDesign utilized a report that was conducted by Z&K Consultants, which reiterated many of the same findings that were in IDS Group’s seismic evaluation.

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On January 31, 2024, the Mayor and City Council received an informational report that provided an overview of the City Hall Renovation Project, the site history, a review of the seismic retrofit and renovation assessments, the design build process, and potential financing options. This report builds on the January 31, 2024, study session, specifically requesting Council to authorize several actions related to the process of issuing Lease Revenues Bonds (LRB) to funds the renovation of City Hall.

Discussion
The renovation of the historic San Bernardino City Hall is a complex and multi-step project. The recommendations outlined in this report focus primarily on establishing the administrative structure required to issue lease revenue bonds, should the Council decide to issue bonds at a future meeting. The structure requires establishing a Joint Exercise of Power Agreement between the City of San Bernardino and the San Bernardino City Housing Authority, thereby creating a Joint Powers Financing Authority. It is important to emphasize that the Housing Authority that is being referenced is the City’s Housing Authority, not the Housing Authority of the County of San Bernardino (HACSB), which is a different public entity that is not associated with these actions. Additionally, staff recommend the Mayor and City Council adopt a Reimbursement Resolution to ensure the City retains the right to recover any pre-bond issuance expenses it may incur.

Necessary Administrative Structure to Issue Revenue Bonds:

Should the City Council desire to utilize lease revenue bond financing, it is recommended that the City of San Bernardino and the San Bernardino City Housing Authority enter into a Joint Exercise Powers Agreement (“JEPA”) for the explicit purpose of establishing a Joint Financing Authority (“JFA”) to issue bonds. This administrative structure is necessary in order finance the project in this manner.

Formation of a Joint Exercise of Powers Agreement
The Joint Exercise of Powers Act, Government Code section 6500 et seq. (“Act”) permits public agencies to enter into a joint exercise of powers agreement (“JEPA”) to form a separate governmental entity to jointly exercise powers common to the member agencies. (Government Code Section 6502). The parties to the JEPA may create a separate legal entity (i.e. a joint powers authority) under the JEPA to administer the agreement. Additionally, the joint powers authorities have the power of issuing bonds secured by local revenues. For this project, the bonds would be secured by lease revenues. This is a commonly utilized financing mechanism for cities throughout the State of California. The joint powers authority is proposed to be called the City of San Bernardino Financing Authority (“Financing Authority”) and the Financing Authority will issue the lease revenue bonds.

City of San Bernardino Financing Authority (“Financing Authority”) The governing body of the Financing Authority will be its Board of Directors, which will consist of the seven (7) members of the City Council. It is through the Board of Directors where the power of the Financing Authority is vested and exercised. The Packet Page. 1278
Financing Authority will also include Officers of the Authority, which will consist of the Mayor (Chairperson), Mayor Pro Tempore (Vice Chairperson), City Manager (Executive Director), Director of Finance (Treasurer), and City Clerk (Secretary). It is important to note that the Officers of the Authority have no voting power unless they are on the Board of Directors.

Any regular meeting of the Financing Authority’s Board of Directors shall be held at the same time and same location as regular meetings of the City Council and noticed in the same manner. The Board of Directors of the Financing Authority will conduct a regular meeting at least once each calendar year on the second Monday of December. The Financing Authority Board meetings will have separate agendas from the City Council meetings and will comply with Brown Act requirements.

Presented before the City Council are the following items related to forming the Financing Authority and the JEPA:
• Resolution No. 2024-*** Authorizing the creation of the City of San Bernardino Financing Authority and certain other matters pertaining thereto. • Authorization to execute a Joint Exercise Power Agreement between the City of San Bernardino, and the San Bernardino City Housing Authority.

Presented before the Commissioners of the San Bernardino City Housing Authority will be the following resolutions related to forming the Financing Authority and the JEPA:
• Resolution No. 2024-*** Resolution of the San Bernardino City Housing Authority authorizing the creation of the City of San Bernardino Financing Authority and certain other matters pertaining thereto. • Authorization to execute a Joint Exercise Power Agreement between the San Bernardino City Housing Authority and the City of San Bernardino.

If the Council adopts the above resolutions and authorizes staff to proceed with the creation of the City of San Bernardino Financing Authority, then on May 15, 2024, staff will present before the Board of Directors of the Financing Authority a resolution to approve the Financing Authority’s Bylaws:
• Resolution No. 2024-*** Resolution of the City of San Bernardino Financing Authority approving and adopting Bylaws, establishing regular meeting dates and authorizing certain other actions in connection therewith.

Reimbursement Resolution
While the Mayor and City Council may approve the issuance of lease revenue bonds to finance the renovation of City Hall at a future meeting, the City may incur costs associated with the project before the bonds are released. In order to use a portion of the bond proceeds to reimburse itself for these prior expenditures, the City Council will need to adopt a reimbursement resolution:

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• Resolution No. 2024-*** Resolution of the City of San Bernardino Financing Authority declaring its intent to issue tax exempt obligations to be used to reimburse expenditures prior to the issuance of such bonds.

Project Financing
Lease Revenue Bonds (LRB) as a Financing Mechanism
LRB’s are a type of bond that is secured by lease payments made by the party leasing the facility that was financed by the bond issuance. LRB’s are typically used by government agencies to finance the acquisition of, construction of, and/or improvements to facilities, such as city halls, courthouses, fire facilities, and other government buildings. Unlike revenue bonds that primarily use money generated by the project (e.g. a bridge toll) to pay the principal and interest on the bonds, in LRBs, a lessee (government agency) pays rent to use the facility. Those rental payments are then used to pay the principal and interest on the bonds. For the City Hall Project, the City would utilize a lease-leaseback financing structure, which would be structured as follows:

1. The City leases City Hall to its Financing Authority (“Authority”) for a nominal amount (~$1).

2. The Authority would then lease City Hall back to the City, with the value amortized over time.

3. The City’s lease payments are transferred to a trustee, who then uses those lease payments to pay the debt service on the LRB.

Unlike General Obligation bonds issued by a city, LRBs issued by a JFA do not require voter approval. It is important to note that LRBs are a popular tool at the disposal of local governments and special districts to finance large scale public infrastructure projects such as hospitals, airports, toll roads, education facilities, bridges, and civic facilities such as City Halls. In California, LRB’s are utilized by a wide variety of municipalities, and since 2016, one hundred and sixty-five (165) separate entities have issued three hundred and seventeen (317) LRB’s with a total issuance of $18B dollars.

Of those projects funded by LRB’s one hundred and fifty (150) ($9.5B) were described as Capital Improvement projects, seventy (70) ($4.4B) were described as a Public Building.

In the Inland Empire region, several cities have utilized LRB’s to finance public facilities projects, including city hall buildings. In the last 3 years, the cities that have issued LRBs through a Financing Authority for the construction of a new city hall include:

City of Lake Elsinore
• On May 10, 2022, up to $27 million in LRBs were authorized to be released for the construction of a 35,00 square foot city hall building.

City of Ontario
• On May 17, 2022, up to $110 million in LRBs were authorized to be released for the expansion of their Civic Center Campus, which includes the construction oof Packet Page. 1280
a 60,000 square foot city hall building, parking structure, and a 28,000 square foot fire station.
• On March 7, 2023, an additional $100 million in LRBs were authorized to be released to fund capital improvement projects.

City of Indio
• On June 15, 2022, up to $145 million in LRBs were authorized to be released for the construction of a new 37,000 square foot city hall building, a public safety campus totaling 44,000 square feet, and a library expansion/renovation totaling 8,800 square feet.

Next Steps:

Should the Mayor and City Council authorize the recommendations outlined in this report, staff will return to the council at subsequent meetings with actions specific to the following City Hall Renovation Project steps:
• Step 2 - Project Planning & Design
o Award Professional Services Agreements
o Approve Financing Authority Bylaws
• Step 3 - Project Procurement
o Receive Initial Estimate of Planning & Project Costs
o Award Construction Manager-At-Risk Contract
• Step 4 - Project Commencement
o Approve a Final Design
o Authorize release of Lease Revenue Bonds
2021-2025 Strategic Targets and Goals
The approval of actions related to Step 1 of the City Hall Renovation Project aligns with all four of the Mayor and City Council Strategic Goals; Improved Operational & Financial Capacity, Focused, Aligned Leadership, and Unified Community, Improved Quality of Life, Economic Growth & Development.

Fiscal Impact
There is no fiscal impact associated with the authorization of a Joint Exercise Powers Agreement, the establishment of a City of San Bernardino Financing Authority, or the adoption of a reimbursement resolution. Should the Mayor and City Council authorize the staff to proceed with the project, staff will return to the council at subsequent meetings with recommended formal actions and their associated fiscal impact on the FY2023-24 and Biennial Budgets.

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

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1. Authorize the City Manager to move forward with Step 1 of the San Bernardino City Hall Renovation Project; and

2. Authorize the execution of the Joint Exercise Power Agreement between the City of San Bernardino, and the San Bernardino City Housing Authority; and

3. Adopt Resolution 2024-090; of the City of San Bernardino authorizing the creation of the City of San Bernardino Financing Authority and certain other matters pertaining thereto; and

4. Adopt Resolution 2024-091; declaring intent to issue tax exempt obligations to be used to reimburse the City for expenditures it may incur prior to the bond issuance.

Attachments
Attachment 1 – Joint Exercise Power Agreement between the City of San Bernardino, and the San Bernardino City Housing Authority Attachment 2 – Resolution 2024-090; of the City of San Bernardino authorizing the creation of the City of San Bernardino Financing Authority Attachment 3 – Resolution 2024-091; City of San Bernardino Reimbursement Resolution
Ward:

First Ward
Synopsis of Previous Council Actions:

January 31, 2024 - The Mayor and City Council of the City of San Bernardino held an information workshop specific to the history and potential renovation strategies for City Hall. No action was taken.

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55600.00930\41952879.3

JOINT EXERCISE OF POWERS AGREEMENT

CREATING

CITY OF SAN BERNARDINO FINANCING AUTHORITY
Dated as of May 1, 2024
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55600.00930\41952879.3

TABLE OF CONTENTS
Page
-iARTICLE I

DEFINITIONS
Section 1.01. Definitions ........................................................................................................1

ARTICLE II

GENERAL PROVISIONS
Section 2.01. Purpose .............................................................................................................3 Section 2.02. Creation of Authority........................................................................................3

ARTICLE III
BOARD
Section 3.01. Board.................................................................................................................3 Section 3.02. Powers...............................................................................................................3 Section 3.03. Compensation ...................................................................................................4 Section 3.04. Meetings of the Board; Voting .........................................................................4

ARTICLE IV

OFFICERS AND EMPLOYEES
Section 4.01. Officers .............................................................................................................4 Section 4.02. Subordinate Officers.........................................................................................5 Section 4.03. Removal of Officers .........................................................................................5 Section 4.04. Chairman...........................................................................................................5 Section 4.05. Vice Chairman..................................................................................................5 Section 4.06. Secretary ...........................................................................................................5 Section 4.07. Treasurer...........................................................................................................5 Section 4.08. Officers in Charge of Records, Funds and Accounts .......................................5 Section 4.09. Other Employees ..............................................................................................6 Section 4.10. Conflict of Interest Code ..................................................................................6

ARTICLE V
POWERS
Section 5.01. General Powers.................................................................................................6 Section 5.02. Specific Powers ................................................................................................6 Section 5.03. Restrictions on Exercise of Powers ..................................................................7 Section 5.04. Liability; Contribution......................................................................................7 Section 5.05. Indemnity by Authority for Litigation Expenses of Officer, Board Member or Employee .......................................................................................8 Section 5.06. Execution of Contracts .....................................................................................8 Packet Page. 1284
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TABLE OF CONTENTS
(continued)
Page
-iiARTICLE VI
CONTRIBUTION; ACCOUNTS AND REPORTS; FUNDS
Section 6.01. Contributions ....................................................................................................8 Section 6.02. Accounts and Reports.......................................................................................9 Section 6.03. Funds.................................................................................................................9 Section 6.04. Annual Budget and Administrative Expenses ..................................................9

ARTICLE VII
TERM; ADDITION OF MEMBERS; DISSOLUTION
Section 7.01. Term................................................................................................................10 Section 7.02. Addition of Members......................................................................................10 Section 7.03. Withdrawal or Exclusion of a Member ..........................................................10 Section 7.04. Dissolution......................................................................................................11

ARTICLE VIII

MISCELLANEOUS PROVISIONS
Section 8.01. Notices ............................................................................................................11 Section 8.02. Section Headings ............................................................................................12 Section 8.03. Consent ...........................................................................................................12 Section 8.04. Law Governing ...............................................................................................12 Section 8.05. Amendments...................................................................................................12 Section 8.06. Enforcement by Authority ..............................................................................12 Section 8.07. Severability.....................................................................................................12 Section 8.08. Successors and Assigns ..................................................................................12 Section 8.09. Execution of Counterparts ..............................................................................12 Packet Page. 1285
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1 JOINT EXERCISE OF POWERS AGREEMENT

CREATING THE CITY OF SAN BERNARDINO FINANCING AUTHORITY THIS JOINT EXERCISE OF POWERS AGREEMENT (the “Agreement”), is made and entered into this May 1, 2024 by and among the Members (as defined herein); W I T N E S S E T H:

WHEREAS, agencies formed under Article 1 (commencing with Section 6500) of the Joint Powers Law (as defined herein) are permitted to provide financing for any of their members or other local public agencies in the State of California in connection with the lease, acquisition, construction and improvement of public capital improvements, working capital requirements or insurance programs of such members or other local agencies; and WHEREAS, the Members wish to form an agency under the Joint Powers Law, known as the City of San Bernardino Financing Authority, for the purpose of providing an entity to assist in providing financing, for purposes which are authorized by law and which could finance, lease, own, operate and maintain public capital improvements for any of its members, or to be owned by any of its members (as defined herein).

NOW, THEREFORE, in consideration of the above premises and of the mutual promises herein contained, the Members do hereby agree as follows:

ARTICLE I

DEFINITIONS
Section 1.01. Definitions. In addition to the other terms defined herein, the following terms, whether in the singular or in the plural, when used herein and initially capitalized shall have the meanings specified.
“Agreement” means this Joint Exercise of Powers Agreement, as originally entered into or as amended from time to time in accordance with Section 8.05 hereof. “Authority” means the City of San Bernardino Financing Authority established pursuant to Section 2.02 hereof.
“Board” means the Board referred to in Section 3.01 hereof, which shall be the governing body of the Authority.
“Bond Law” means the Marks-Roos Local Bond Pooling Act of 1985, being Article 4 of the Joint Powers Law (commencing with Section 6584), as amended from time to time, Article 2 of the Joint Powers Law, as amended from time to time, or any other law available for use by the Authority in the authorization and issuance of Indebtedness or to provide for the financing of Indebtedness and/or Public Capital Improvements, as amended from time to time.

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2 “Bond Purchase Agreement” means an agreement between the Authority and a Member or a Local Agency, pursuant to which the Authority agrees to purchase Indebtedness from a Member or a Local Agency, as the case may be.
“City” means the City of San Bernardino.
“Fiscal Year” means the fiscal year of the Authority as established from time to time by the Board, being at the date of this Agreement the period from July 1 in any calendar year to and including June 30 in the succeeding calendar year.
“Housing Authority” means the San Bernardino City Housing Authority. “Indebtedness” means bonds, notes or other evidences of indebtedness, and all other obligations, instruments and agreements constituting “Bonds” under the Joint Powers Law, which are issued or incurred by or on behalf of the Authority, a Member or a Local Agency pursuant to the Bond Law or pursuant to any other provision of law to finance the lease, acquisition, construction or improvement of Public Capital Improvements, Working Capital Requirements, or liability or other insurance needs of any Local Agency (the “Local Obligations”). “Joint Powers Law” means Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the California Government Code, as amended from time to time. “Liability Share” means, with respect to any Member, the amount of a judgment for damages divided by the number of Members at the time the act or omission occurred, unless any portion of the judgment arises from an act or omission directly related to the studying, planning, financing, developing, acquiring, purchasing, construction, reconstructing, implementing, improving, enlarging, enhancing, operating, maintaining, selling, disposing of, or decommissioning of any project undertaken by the Authority under this Agreement, in which case, with respect to such portion, the term “Liability Share” shall mean, with respect to any Member, the amount of such portion multiplied by a fraction equal to (i) such Member’s entitlement or right, if any, to participate in such project at the time the act or omission occurred, divided by (ii) the aggregate amount of all Members’ entitlements or rights to participate in such project at the time the act or omission occurred.
“Local Agency” means each of the Members, any agency or subdivision of a Member, and any other city, county, authority, district or public corporation of the State of California. “Members” means, collectively, all of the Members that are parties to this Agreement, which Members shall initially consist of the City of San Bernardino and the San Bernardino City Housing Authority and which shall include all additional Members that become parties hereto pursuant to the provisions of Section 7.02 hereof; provided, however, that the term “Member” shall not include any entity which shall have withdrawn or been excluded from the Authority pursuant to Section 7.03 hereof.
“Public Agency” has the meaning given to the term “public agency” in Article 1 of the Joint Powers Law.

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3 “Public Capital Improvements” has the meaning given such term in Section 6585(n) of the Bond Law, as such provision may be amended from time to time. “Working Capital Requirements” means the requirements of any Local Agency for funds to be used by, or on behalf of, such Local Agency for any purpose for which such Local Agency may borrow money pursuant to Section 53852 of the California Government Code, as amended from time to time.

ARTICLE II

GENERAL PROVISIONS
Section 2.01. Purpose. This Agreement is made pursuant to the Joint Powers Law providing for the joint exercise of powers common to two or more Members, and for other purposes as permitted under the Joint Powers Law and the Bond Law. The purpose of this Agreement is to provide for the financing or refinancing of Public Capital Improvements for and Working Capital Requirements and insurance programs of, the Members and any Local Agency, including without limitation, the purchase by the Authority of Indebtedness of any of the Members or a Local Agency pursuant to Bond Purchase Agreements, the lending of funds by the Authority to a Member or a Local Agency or the entering into of contractual arrangements by the Authority with a Member or a Local Agency and any other transaction authorized by the Joint Powers Law and other laws; engaging in financings relating to the encouragement of economic development and the stimulation of public revenues in the City through the acquisition and financing by the Authority of such Public Capital Improvements; and to engage in any other transactions authorized by the Joint Powers Law and other laws.

Section 2.02. Creation of Authority. Pursuant to the Joint Powers Law, there is hereby created a public entity to be known as the “City of San Bernardino Financing Authority”. The Authority shall be a public entity separate and apart from the Members, and shall administer this Agreement.

ARTICLE III
BOARD
Section 3.01. Board. The Authority shall be governed by a Board, which shall be comprised of members determined as provided in this Section 3.01. The Board shall be called the “Board of the City of San Bernardino Financing Authority.” Notwithstanding anything contained in this Section 3.01 to the contrary, no member of the Board shall hold membership on the Board after the expiration of his or her term as a member of the governing body of a Member, or after he or she resigns, is removed or for any other reason no longer serves as a member of the governing body of a Member. The Board members shall be the members of the City Council of the City.

Section 3.02. Powers. Subject to the limitations of this Agreement and the laws of the State of California, the powers of this Authority shall be vested in and exercised by and its property controlled and its affairs conducted by the Board. The Board shall have the responsibility for the general management of the affairs, property and business of the Authority and may, from time to Packet Page. 1288
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4 time, adopt and modify such Bylaws and other rules and regulations for that purpose and for the conduct of its meetings as it may deem proper.

Section 3.03. Compensation. Members of the Board shall serve without compensation.

Each such member may be reimbursed for necessary and actual expenses, including travel incident to his or her services as member of the Board, pursuant to resolution of the Board. Any member of the Board may elect, however, to decline said reimbursement.

Section 3.04. Meetings of the Board; Voting.
(a) Call, Notice and Conduct of Meetings. All meetings of the Board, including without limitation, regular, adjourned regular and special meetings, shall be called, noticed, held and conducted in accordance with the Ralph M. Brown Act, being Sections 54950 et seq. of the California Government Code, as amended from time to time. (b) Regular Meetings. The Board shall hold a regular meeting not less than once each calendar year. Regular meetings of the Board shall be held at such time as the Board may fix by resolution from time to time, and if any day so fixed shall fall upon a Saturday, Sunday or legal holiday, then, upon the next succeeding business day at the same hour. No notice of any regular meeting of the Board need be given to the members of the Board.
(c) Special Meetings. Special meetings of the Board shall be held whenever called by the Chairman of the Authority or by a majority of the members of the Board, in accordance with the provisions of the California Government Code, as amended from time to time.
(d) Quorum. A majority of the total number of members of the Board shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn from time to time.
(e) Voting. Each member of the Board shall have one vote. The affirmative votes of at least a majority of the members of the Board present at any meeting at which a quorum is present shall be required for the Board to take any action. Every act or decision done or made by a majority of the members of the Board present at any meeting at which a quorum is present shall be the act of the Board.

ARTICLE IV

OFFICERS AND EMPLOYEES
Section 4.01. Officers. The officers of the Authority shall be a Chairman, a Vice Chairman, an Executive Director, a Secretary, a Treasurer and such other officers as the Board may appoint. The Chairman shall be the Mayor of the City. The Vice Chairman shall be the ViceMayor of the City. The Treasurer shall be the Director of Finance of the City. The City Manager of the City shall serve as the Executive Director of the Authority. The City Clerk of the City shall serve as the Secretary of the Authority.

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5 Section 4.02. Subordinate Officers. The Board may elect or authorize the appointment of such other officers than those herein above mentioned as the business of the Authority may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in this Agreement, or as the Board, from time to time, may authorize or determine.

Section 4.03. Removal of Officers. Any officer may be removed, either with or without cause, by a majority of the members of the Board at any regular or special meeting of the Board.

Should a vacancy occur in any office as a result of death, resignation, removal, disqualification or any other cause, the Board may delegate the powers and duties of such office to any officers or to any members of the Board until such time as a successor for said office has been appointed.

Section 4.04. Chairman. The Chairman shall be the chief executive officer of the Authority and shall, subject to the control of the Board, have general supervision, direction and control of the business and officers of the Authority. He or she shall be ex officio member of all standing committees, and shall have the general powers and duties of management of the Authority and shall have such other powers and duties as may be prescribed by the Board or this Agreement.

The Chairman shall preside at all meetings of the Board.

Section 4.05. Vice Chairman. In the absence or disability of the Chairman, the Vice Chairman shall perform all the duties of the Chairman and when so acting shall have all the powers of and be subject to all of the restrictions upon the Chairman. The Vice Chairman shall have such other powers and perform such other duties as may, from time to time, be prescribed for him or her by the Board or this Agreement.

Section 4.06. Secretary. The Secretary shall keep or cause to be kept a book of minutes at the principal office or at such other place as the Board may order, of all meetings of the Board, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Board meetings and the proceedings thereof.

The Secretary shall give or cause to be given notice of all meetings of the Board. The Secretary shall keep the Authority records in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board or this Agreement.

Section 4.07. Treasurer. Pursuant to Section 6505.6 of the Joint Powers Law, the Board shall designate a Treasurer of the Authority. Subject to the applicable provisions of any indenture or resolution providing for a trustee or other fiscal agent, the Treasurer is designated as the depositary of the Authority to have custody of all the money of the Authority, from whatever source, and, as such, shall have the powers, duties and responsibilities specified in Section 6505.5 of the Joint Powers Law.

The Treasurer is hereby designated as controller of the Authority and, as such, shall have the powers, duties and responsibilities specified in Section 6505.5 of the Joint Powers Law. The controller of the Authority shall draw checks to pay demands against the Authority when the demands have been approved by the Authority.

Section 4.08. Officers in Charge of Records, Funds and Accounts. The Treasurer to the extent such officer’s duties and responsibilities require, is designated as the public officer or person who has charge of, handles, or has access to any property of the Authority, and such officer shall Packet Page. 1290
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6 file an official bond as required by Section 6505.1 of the Joint Powers Law in the amount of $40,000.

Section 4.09. Other Employees. The Board shall have the power to appoint and employ such other officers, employees, consultants and independent contractors as it may deem necessary for the purposes of this Agreement, any of whom may be employees of a Member, and who shall have such powers, duties and responsibilities as are determined by the Board.

All of the privileges and immunities from liability, exemptions from laws, ordinances and rules, all pension, relief, disability, workers’ compensation and other benefits which apply to the activities of officers, agents, or employees of a public agency when performing their respective functions shall apply to them to the same degree and extent while engaged in the performance of any of the functions and other duties under this Agreement.

None of the officers, agents, or employees directly employed by the Authority shall be deemed, by reason of their employment by the Authority to be employed by any of the Members or, by reason of their employment by the Authority, to be subject to any of the requirements of any of the Members.

Section 4.10. Conflict of Interest Code. The Authority by resolution shall adopt by reference a Conflict of Interest Code as required by the Political Reform Act, commencing with section 81000 of the Government Code of the State of California.

ARTICLE V
POWERS
Section 5.01. General Powers. The Authority shall exercise in the manner herein provided powers common to Members, or as otherwise permitted under the Joint Powers Law, and necessary or convenient to the accomplishment of the purposes of this Agreement, subject to the restrictions set forth in Section 5.03 hereof.

As provided in the Joint Powers Law, the Authority shall be a public entity separate from the Members. The Authority shall have all of the powers provided in the Joint Powers Law, including but not limited to Article 4 of the Joint Powers Law (commencing with Section 6584), and including the power to issue or incur Indebtedness under the Bond Law.

Section 5.02. Specific Powers. The Authority is hereby authorized, in its own name, to do all acts necessary for the exercise of the foregoing powers, including but not limited to, any or all of the following:
(a) to make and enter into contracts;
(b) to employ agents or employees;
(c) to plan, develop, acquire, construct, manage, maintain, repair, replace or operate any Public Capital Improvement, including the common power of the Members to acquire any Public Capital Improvement by the power of eminent domain; Packet Page. 1291
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7 (d) to acquire (by the exercise of the power of eminent domain or otherwise), hold, lease, sell or otherwise dispose of any real or personal property, tangible or intangible, and any interests therein, wherever located;
(e) to issue or incur Indebtedness and otherwise to incur debts, liabilities or obligations, provided that no such Indebtedness, debt, liability or obligation shall constitute a debt, liability or obligation of any of the Members;
(f) to sue and be sued in its own name;
(g) to establish a budget and authorize expenditures therefrom; (h) to apply for, accept, receive and disburse grants, loans and other aids from any agency of the United States or of the State of California or from any private sources; (i) to enter into agreements for the creation of separate public entities and agencies pursuant to the Joint Powers Law;
(j) to invest any money in the treasury as determined by the Authority, in accordance with applicable provisions of the Joint Powers Law and Section 53601 of the California Government Code, as amended from time to time; (k) to apply for letters of credit or other forms of financial guarantees in order to secure the repayment of Indebtedness and enter into agreements in connection therewith; (l) to carry out and enforce all the provisions of this Agreement; (m) to make and enter into Bond Purchase Agreements;
(n) to purchase Indebtedness of a Member or any Local Agency; (o) to establish non-profit corporations or for-profit corporations to assist in accomplishing any of its objectives; and
(p) to exercise any and all other powers as may be permitted by State law and/or the Joint Powers Law (including Section 6588 of the Joint Powers Law).

Section 5.03. Restrictions on Exercise of Powers. The powers of the Authority shall be exercised in the manner provided in the Joint Powers Law and in the Bond Law subject only to the restrictions upon the manner of exercising such powers as are imposed upon the Members in the exercise of similar powers.

Section 5.04. Liability; Contribution. Pursuant to the Joint Powers Law, the debts, liabilities and obligations of the Authority shall not be the debts, liabilities and obligations of any of the Members, except as provided by Section 895.2 of the California Government Code, as amended from time to time, in the case of injury caused by a negligent or wrongful act or omission occurring in the performance of this Agreement. In the event any Member is held liable upon any judgment for damages caused by a negligent or wrongful act or omission occurring in the Packet Page. 1292
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8 performance of this Agreement, and pays in excess of its Liability Share of such judgment, such Member shall be entitled to contribution from each other Member and may require each other Member to pay an amount towards the judgment for damages, but in no event shall any such other Member be required to pay in excess of its Liability Share of such judgment. No Board member, Member, officer, agent or employee of the Authority shall be individually or personally liable for the payment of the principal of or premium or interest on any obligations of the Authority or be subject to any personal liability or accountability by reason of any obligations of the Authority; but nothing herein contained shall relieve any such Board member, Member, officer, agent or employee from the performance of any official duty provided by law or by the instruments authorizing the issuance of any obligations of the Authority. Nothing contained in this Agreement shall in any way diminish the liability of any Member or other party with respect to any contract between such Member or other party and the Authority.

Section 5.05. Indemnity by Authority for Litigation Expenses of Officer, Board Member or Employee. In the event any Board member, officer or employee of the Authority be sued, either alone or with others, because he or she is or was a Board member, officer or employee of the Authority, in any proceeding arising out of his or her alleged misfeasance or nonfeasance in the performance of his or her duties or out of any alleged wrongful act against the Authority or by the Authority, indemnity to such person for reasonable expenses, including attorneys’ fees incurred in the defense of the proceedings, may be assessed against the Authority or its receiver by the court in the same or a separate proceeding if the person sued acted in good faith and in a manner such person reasonably believed to be in the best interests of the Authority and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The amount of such indemnity shall equal the amount of the expenses, including attorneys’ fees the amount of any judgment, incurred in the defense of the proceeding.

Section 5.06. Execution of Contracts. The Board, except as otherwise provided in this Agreement, may authorize any officer or officers, agent or agents, to enter into any contract or execute any contract or execute any instrument in the name of and on behalf of the Authority and such authorization may be in general or confined to specific instances and unless so authorized by the Board, no officer, agent or employee shall have any power or authority to bind the Authority by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.

ARTICLE VI
CONTRIBUTION; ACCOUNTS AND REPORTS; FUNDS
Section 6.01. Contributions. In accordance with the California Government Code, the Members may in the appropriate circumstances when required hereunder: (a) make contributions from their treasuries as approved from time to time by the Board, for the purposes set forth herein, (b) make payments of public funds to defray the cost of such purposes, (c) make advances of public funds for such purposes, such advances to be repaid as provided herein, or (d) use their personnel, equipment or property in lieu of other contributions or advances. The provisions of Section 6513 of the Joint Powers Law are hereby incorporated into this Agreement. The Authority may make such arrangements relative to the repayment or return to the Members of such contributions, payments and advances as are approved from time to time by the Board.

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9 Any Member which fails to make or pay when due any required contribution, payment or advance to the Authority, may have its rights under this Agreement terminated and may be excluded from participation in the Authority as provided in Section 7.03(c) hereof. Any such Member shall continue to be liable for its obligations under any contract with the Authority and for any unpaid contribution, payment or advance approved by the Board prior to such Member’s exclusion and not objected to by such Member by written notice to the Authority within thirty (30) days after such approval.

Section 6.02. Accounts and Reports. There shall be strict accountability of all funds and reporting of all receipts and disbursements of the Authority. The Authority shall establish and maintain such funds and accounts as may be required by good accounting practice or by any provision of any resolution, indenture or other instrument of the Authority securing its Indebtedness, except insofar as such powers, duties and responsibilities are assigned to a trustee appointed pursuant to such resolution, indenture or instrument. The books and records of the Authority shall be open to inspection at all reasonable times by the Members and their representatives. The Authority shall give an audited written report of all financial activities for each Fiscal Year to the Members within 210 days after the close of each Fiscal Year.

The Treasurer, as controller of the Authority, shall contract with a certified public accountant or public accountant to make an independent annual audit of the accounts and records of the Authority. In each case the minimum requirements of the audit shall be those prescribed by the State Controller for special districts under Section 26909 of the California Government Code, as amended from time to time, and shall conform to generally accepted auditing standards. When such an audit of an account and record is made by a certified public accountant or public accountant, a report thereof shall be filed as public records with each of the Members and with the county auditor of San Bernardino County. Such report shall be filed within 12 months of the end of the Fiscal Year under examination.

Any costs of the audit, including contracts with, or employment of, certified public accountants or public accountants, in making an audit pursuant to this Section shall be borne by the Authority and shall be a charge against any unencumbered funds of the Authority available for the purpose.

Section 6.03. Funds. Subject to the applicable provisions of any instrument or agreement which the Authority may enter into, which may provide for a trustee to receive, have custody of and disburse Authority funds, the Treasurer of the Authority shall receive, have the custody of and disburse Authority funds as nearly as possible in accordance with generally accepted accounting practices, and shall make the disbursements required by this Agreement or to carry out any of the provisions or purposes of this Agreement.

Section 6.04. Annual Budget and Administrative Expenses. The Board may adopt a budget for administrative expenses, which shall include all expenses not included in any financing issue of the Authority, annually prior to July 1st of each year. The estimated annual administrative expenses of the Authority shall be allocated by the Authority to the Members equally.

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10 ARTICLE VII
TERM; ADDITION OF MEMBERS; DISSOLUTION
Section 7.01. Term. This Agreement shall become effective as of the date first set forth above, and the Authority shall come into existence, on the date of execution and delivery hereof, and this Agreement shall thereafter continue in full force and effect until the later of December 31, 2090, or the date on which all Indebtedness and other obligations of the Authority and the interest thereon shall have been paid in full or until adequate provision for such payment shall have been made in accordance with the instruments governing such Indebtedness, and no contracts to which the Authority is a party remain in effect, unless earlier dissolved pursuant to Section 7.04 hereof.

Section 7.02. Addition of Members. (a) Public Agencies possessing one or more of the powers specified in the first paragraph of the recitals to this Agreement may be added as parties to this Agreement, and become Members, upon the filing by such Public Agency with the Board of an instrument in form and substance satisfactory to the Board together with a certified copy of a resolution of its governing body, whereby the Public Agency (i) agrees to the provisions of this Agreement and (ii) requests to become a Member. In reviewing an application for membership, the Board may reject said application based on the creditworthiness of the applicant or on any other matter which has affected or may affect the creditworthiness of the applicant and which may thereby affect the creditworthiness of the Authority. The Board also reserves the right to reject an applicant if the Board determines that the membership of such applicant would be detrimental to the effectiveness of the Authority or would interfere with the realization of the Authority’s goals and purposes.
(b) Notwithstanding Section 7.02(a) hereof, no such Public Agency shall become a Member until (i) its admission is approved by a vote of a majority of the Board voting on the matter and (ii) such Public Agency deposits or agrees to deposit with the Authority an amount equal to such share of the costs and expenses incurred by the Authority prior to the date of admission of such Public Agency as a Member as shall be determined by the Board.
(c) Upon satisfaction of the provisions of Section 7.02(a) and 7.02(b) hereof, such Public Agency shall be a Member for all purposes of this Agreement, and the instrument provided pursuant to Section 7.02(a) hereof shall become a part of the official records of the Authority. Neither the effectiveness of such membership nor such instrument shall constitute an amendment or modification of this Agreement for purposes of Section 8.05 hereof.

Section 7.03. Withdrawal or Exclusion of a Member. (a) Any Member may withdraw from the Authority upon the following conditions: (i) the Member shall have filed with the Board a certified copy of a resolution of its governing body expressing its desire to so withdraw and (ii) if the Authority, prior to the filing of such resolution, shall have incurred any obligation payable from contributions, payments or advances in accordance with Section 6.01 hereof, which obligation matures after the date of such filing, the withdrawing Member shall have paid, or made arrangements satisfactory to the Board to pay to the Authority its pro rata portion of such obligation.

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11 (b) Upon compliance with the conditions specified in Section 7.03(a) hereof, the withdrawing Member shall no longer be considered a Member for any reason or purpose under this Agreement and its rights and obligations under this Agreement shall terminate. The withdrawal of a Member shall not affect any obligations of such Member under any contract between the withdrawing Member and the Authority. (c) Any Member which has (i) defaulted under a contract with the Authority, or (ii) failed to pay any required contributions, payments or advances in accordance with Section 6.01 hereof, may have its rights under this Agreement terminated and may be excluded from participating in the Authority by a vote of a majority of the members of the Board voting on the matter (excluding from voting the member(s) of the Board, if any, representing the defaulting Member). Any excluded Member shall continue to be liable for its obligations under any contract with the Authority and for any unpaid contribution, payment or advance approved by the Board prior to such Member’s exclusion and not objected to by such Member by written notice to the Authority within thirty (30) days after such approval.

No withdrawal from membership pursuant to Sections 7.03(a) and 7.03(b) hereof or exclusion from participation pursuant to Section 7.03(c) hereof shall constitute an amendment or modification of this Agreement for purposes of Section 8.05 hereof.

Section 7.04. Dissolution. With the approval of the Board, the Authority may be dissolved, if at the time of such dissolution the Authority has no Indebtedness outstanding and is not a party to any contract remaining in effect (unless adequate provision shall have been made for the discharge of such contract). Upon the dissolution or termination of the Authority, and after payment or provision for payment, all debts and liabilities, the assets of the Authority shall be distributed to the Members in such manner as shall be determined by the Board.

ARTICLE VIII

MISCELLANEOUS PROVISIONS
Section 8.01. Notices. (a) Any notice, demand or request to any Member provided for in this Agreement shall be in writing and shall be deemed properly served, given, or made if delivered in person or sent by registered or certified mail, postage prepaid, to the person designated by such Member upon the commencement of its membership in the Authority. (b) A Member may, at any time, by written notice to each other Member and the Authority, designate different persons or different addresses for the giving of notices, demands or requests to it hereunder.
(c) Any notice, demand or request to the Authority provided for in this Agreement shall be in writing and shall be deemed properly served, given, or made if delivered in person or sent by registered or certified mail, postage prepaid, to City of San Bernardino Financing Authority, 290 North D Street, San Bernardino, California 92401, or at the notice address most recently provided by said Member pursuant to this Section

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12 (d) The Authority may, at any time, by written notice to each Member, designate a different or additional person or a different address for giving notices, demands or requests to it hereunder.

Section 8.02. Section Headings. All section headings in this Agreement are for convenience of reference only and are not to be construed as modifying or governing the language in the section referred to or to define or limit the scope of any provision of this Agreement.

Section 8.03. Consent. Whenever in this Agreement any consent or approval is required, the same shall not be unreasonably withheld.

Section 8.04. Law Governing. This Agreement is made in the State of California under the constitution and laws of the State of California, and is to be so construed.

Section 8.05. Amendments. This Agreement may be amended at any time, or from time to time, except as limited by contract with the owners of Indebtedness issued or incurred by the Authority, a Member or a Local Agency or by applicable regulations or laws of any jurisdiction having authority, by one or more supplemental agreements executed by all then current Members either as required in order to carry out any of the provisions of this Agreement or for any other purpose.

Section 8.06. Enforcement by Authority. The Authority is hereby authorized to take any or all legal or equitable actions, including but not limited to injunction and specific performance, necessary or permitted by law to enforce this Agreement.

Section 8.07. Severability. In the event that any term, covenant or condition of this Agreement or the application of such term, covenant or condition shall be held invalid as to any person or circumstance by any court having jurisdiction in the premises, all other terms, covenants and conditions of this Agreement and their application shall not be affected thereby, but shall remain in force and effect unless a court holds that the provisions are not separable from all other provisions of this Agreement.

Section 8.08. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the Members. No Member may assign any right or obligation hereunder without the written consent of the other Members. The immediately preceding sentence shall not affect, in any respect, any right of assignment under any contract between any Member and the Authority.

Section 8.09. Execution of Counterparts. This Agreement may be executed in any number of counterparts. All such counterparts shall be deemed to be originals and shall together constitute but one and the same instrument.
(Signature page follows)
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S-1
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized, on the day and year first set forth above.

CITY OF SAN BERNARDINO
By: ______________________________________
Helen Tran, Mayor
ATTEST:
_________________________________
Genoveva Rocha, City Clerk

SAN BERNARDINO CITY HOUSING

AUTHORITY
By: ______________________________________
Helen Tran, Chairman
ATTEST:
_________________________________
Genoveva Rocha, Secretary
-Signature PageJoint Exercise of Powers Agreement
Creating City of San Bernardino Financing Authority

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Resolution No. 2024-090
May 1, 2024

Page 1 of 3 ends

RESOLUTION NO. 2024-090

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SAN BERNARDINO AUTHORIZING THE CREATION OF

THE CITY OF SAN BERNARDINO FINANCING

AUTHORITY AND CERTAIN OTHER MATTERS

PERTAINING THERETO
WHEREAS, the City Council (the “City Council”) of the City of San Bernardino (the "City") has determined that it is in the best interests of the City to approve a joint powers authority which shall be created by the City and the San Bernardino City Housing Authority (the "Housing Authority") for the purpose of assisting the members of such joint powers authority with the financing of public capital improvements for the benefit of the community; and WHEREAS, it has been proposed that the City and the Housing Authority form a joint powers authority to be designated as the "City of San Bernardino Financing Authority" (the "Financing Authority"), pursuant to a Joint Exercise of Powers Agreement (the "Joint Powers Agreement"), by and between the City and the Housing Authority, dated May 1, 2024, a copy of which has been presented to the City Council, pursuant to the Joint Powers Law (Articles 1 through 4 of Chapter 5, division 7, Title 1 of the California Government Code); and WHEREAS, the City Council, with the aid of its staff, has reviewed the Joint Powers Agreement and the City Council wishes to approve the Joint Powers Agreement, the creation of the Financing Authority and matters related thereto.

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

SECTION 1. Creation of Authority. The City hereby approves the creation of the Financing Authority, the membership of the City therein and the Joint Powers Agreement. The Mayor and the City Clerk are and each of them is hereby authorized and directed to execute and delivery the Joint Powers Agreement for and on behalf of the City with any such changes as the City Manager may deem appropriate.

SECTION 2. Effective Date. This Resolution is and shall be effective from the date of its adoption.

APPROVED and ADOPTED by the City Council and signed by the Mayor and attested by the Acting City Clerk this 1st day of May, 2024.

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Resolution No. 2024-090
Resolution No. 2024-090
May 1, 2024

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Helen Tran, Mayor
City of San Bernardino
Attest:

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

Sonia R. Carvalho, City Attorney
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Resolution No. 2024-090
Resolution No. 2024-090
May 1, 2024

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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. 2024-090, adopted at a regular meeting held on the 1st day of May, 2024 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 _______________, 2024.
__________________________________
Genoveva Rocha, CMC, City Clerk
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Resolution No. 2024-091
May 1, 2024

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RESOLUTION NO. 2024-091

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN

BERNARDINO DECLARING ITS INTENT TO ISSUE TAX EXEMPT

OBLIGATIONS TO BE USED TO REIMBURSE EXPENDITURES PRIOR

TO THE ISSUANCE OF SUCH BONDS
WHEREAS, the City of San Bernardino (the “City”) plans to issue tax-exempt lease revenue bonds (the “Obligations”) to fund the seismic retrofit and renovation of City Hall (the “Project”); and
WHEREAS, the City reasonably expects to use a portion of the proceeds of the Obligations to reimburse the City for expenditures on the Project.

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

SECTION 1. Declaration of Official Intent. The City hereby declares its official intent, subject to the further approval of this City Council, to use up to $30,000,000 million of the proceeds of the Obligations to reimburse for expenditures on the Project. It is intended that this Resolution shall constitute a declaration of “official intent” within the meaning of Section 1.150- 2 of the Treasury Regulations promulgated under Section 150 of the Internal Revenue Code, as amended.

SECTION 2. Other Approvals. The adoption of this Resolution shall not bind the Authority to proceed with execution and delivery of the Obligations until and unless all other necessary actions and approvals are taken or received in accordance with all applicable laws, at the discretion of the City.

SECTION 3. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption.

APPROVED and ADOPTED by the City Council and signed by the Mayor and attested by the City Clerk this 1st day of May, 2024.

Helen Tran, Mayor
Attest:

Genoveva Rocha, City Clerk
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Resolution No. 2024-091
Resolution No. 2024-091
May 1, 2024

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Approved as to form:

Sonia R. Carvalho, City Attorney
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Resolution No. 2024-091
Resolution No. 2024-091
May 1, 2024

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CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO ) ss

CITY OF SAN BERNARDINO )
I, Genoveva Rocha, City Clerk of the City of San Bernardino, hereby certify that the attached is a true copy of Resolution No. 2024-___, adopted at a regular meeting held on the 1st day of May, 2024 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 _______________, 2024.
__________________________________
Genoveva Rocha, City Clerk
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DISCUSSION
San Bernardino City Housing Authority
Request for Housing Authority Action
Date: May 1, 2024
To: Honorable Chairperson and Housing Authority Commissioners Subject: Authorizing the Execution of a Joint Exercise Powers Agreement with the City of San Bernardino and
Adopting Resolution No. SBHA/2024-1 of the San
Bernardino City Housing Authority Authorizing the
City of San Bernardino Financing Authority
Recommendation:

It is recommended that the San Bernardino City Housing Authority:

1. Authorize the execution of the Joint Exercise Power Agreement between the San Bernardino City Housing Authority and the City of San Bernardino; and

2. Adopt Resolution SBHA/2024-1 of the San Bernardino City Housing Authority authorizing the creation of the City of San Bernardino Financing Authority and certain other matters pertaining thereto.

Executive Summary
Staff have been working to identify alternatives to pay for a potential seismic retrofit and renovation of City Hall (and potentially other capital improvement projects of the City). To that end, the City of San Bernardino (“City”) and the City of San Bernardino Housing Authority (“Housing Authority”) seek to use lease revenue obligations to finance the projects. In order to issue lease revenue bonds, the City and the Housing Authority would need to enter into a Joint Exercise of Powers Agreement (“JEPA”) and form a Joint Powers Authority (“JPA”). The joint powers authority is proposed to be called the City of San Bernardino Financing Authority (“Financing Authority”) and the Financing Authority will issue the lease revenue bonds.

Background
San Bernardino City Housing Authority
On May 5, 2003, the Mayor and Common Council adopted Resolution No. 2003-105 (Attachment 3) declaring a need to create a San Bernardino City Housing Authority (“Housing Authority”) for the purpose of facilitating redevelopment of residential neighborhoods in the City. On July 9, 2003, the Housing Authority unanimously Packet Page. 1305
adopted Bylaws (Attachment 4) that stated the governing board shall be called “Board Commissioners” consisting of the Chairperson (the Mayor), a Vice-Chairperson (the Mayor Pro Tempore), and seven (7) Commissioners (the City Council). The Chairperson shall preside at all meetings of the Board of Commissioners of the Authority but shall not be entitled to a vote.

Joint Exercise of Powers Act
The Joint Exercise of Powers Act, Government Code section 6500 et seq. (“Act”) permits public agencies to enter into a joint exercise of powers agreement to form a separate governmental entity to jointly exercise powers common to the member agencies. (Government Code Section 6502). The parties to the JEPA may create a separate legal entity (i.e. a joint powers authority) under the JEPA to administer the agreement. Additionally, the joint powers authorities have the power of issuing bonds secured by local revenues, in the case of the City, lease revenues. This is a commonly utilized financing mechanism for cities throughout the State of California.

San Bernardino City Hall
San Bernardino City Hall was one of the focal points of the 93-acre urban renewal Central City Project that encompassed the old Central Business District. The City Hall building would be at the center of an 11-acre block that was to serve as a civic and cultural center, which would connect to the mall site by a pedestrian bridge. Completed in 1972, the design of City Hall was meant to engender civic pride and reflect the urban environment around it. The building consists of 6 floors, plus a mezzanine floor and basement, and offers approximately 115,000 sq. ft of office space. It is constructed with lightweight concrete slabs, beams, and columns, and is an example of non-ductile concrete construction.

In 2007, URS Corporation was retained by the City to perform a seismic evaluation of City Hall, which concluded that the building needed seismic retrofitting. URS’ evaluation identified areas of concern, which would require a more detailed evaluation for identification of risk and potential remedial strengthening. URS’ assessment considered several seismic retrofit options that would reduce City Hall’s vulnerability to earthquakes and provide for collapse prevention and life safety. In 2007, it was estimated that these retrofit measures would cost between $12 million and $15 million.

In 2015, IDS Group was retained by the City to perform a seismic evaluation of City Hall, which included the use of computer models to identify deficiencies and develop seismic retrofit designs. While the report does not explicitly state the magnitude of earthquake required to cause structural failure, it discusses City Hall’s close proximity to both the San Jacinto and San Andreas fault zones, noting they are capable of producing earthquakes between 6.5 and 8.0 in magnitude. IDS Group noted that the configuration and design of the building poses challenges for retrofitting the building. An interior solution will preserve the unique exterior architecture but involves significant renovation and disruption of the interior, whereas an exterior solution will significantly change the appearance of the building. In 2016, IDS estimated that a retrofit would cost approximately $14 million; however, they cautioned that this figure Packet Page. 1306
could halve, or double once complete designs are prepared, and all possible costs are factored in.

In April 2016, City staff began identifying buildings to relocate staff and elected officials. Then, following increased seismic activity detected in the Salton Sea area, which raised the possibility of a major earthquake occurring, City Manager Mark Scott concluded that an emergency relocation was necessary and directed staff to find leased space as quickly as practicable. On November 21, 2016, Mr. Scott recommended vacating City Hall, stating that the building was a seismic risk based on the two prior independent evaluations, and recommended relocating to Vanir Tower.

On January 31, 2024, the Mayor and City Council received an informational report that provided an overview of the City Hall Renovation Project, the site history, a review of the seismic retrofit and renovation assessments, the design build process, and potential financing options.

Discussion
The City and the Housing Authority intend to utilize lease revenue bonds to finance capital projects. Such a financing strategy requires the creation of a Financing Authority to implement such financing strategies.

The governing body of the Financing Authority will be its Board of Directors, which will consist of the seven (7) members of the City Council, and it is through these Board Directors where the power of the Financing Authority is vested and exercised. The Financing Authority will also include Officers of the Board, which will consist of the Mayor (Chairperson), Mayor Pro Tempore (Vice Chairperson), City Manager (Executive Director), Director of Finance (Treasurer), and City Clerk (Secretary). Any regular meeting of the Financing Authority’s Board of Directors shall be held at the same time and same location as regular meetings of the City Council and noticed in the same manner. The Board of Directors of the Financing Authority will conduct a regular meeting at least once each calendar year on the second Monday of December. The Financing Authority Board meetings will have separate agendas from the City Council meetings and will comply with Brown Act requirements.

Presented before the Commissioners of the San Bernardino City Housing Authority are the following items related to forming the Financing Authority and the JEPA:
• Resolution No. 2024-*** Resolution of the San Bernardino City Housing Authority authorizing the creation of the City of San Bernardino Financing Authority and certain other matters pertaining thereto. • A Joint Exercise Power Agreement between the San Bernardino City Housing Authority and the City of San Bernardino.

Fiscal Impact
There is no fiscal impact associated with the execution of the joint exercise powers Packet Page. 1307
agreement between the San Bernardino City Housing Authority and the City of San Bernardino or adopting a resolution authorizing the creation of the the City of San Bernardino Financing Authority.

Conclusion
It is recommended that the San Bernardino City Housing Authority:

1. Authorize the execution of the Joint Exercise Power Agreement between the San Bernardino City Housing Authority and the City of San Bernardino; and

2. Adopt Resolution SBHA/2024-1 of the San Bernardino City Housing Authority authorizing the creation of the City of San Bernardino Financing Authority and certain other matters pertaining thereto.

Attachments
Attachment 1 – Joint Exercise Power Agreement between the San Bernardino City Housing Authority and the City of San Bernardino.

Attachment 2 – Resolution No. SBHA/2024-1; of the San Bernardino City Housing Authority authorizing the creation of the City of San Bernardino Financing Authority.

Attachment 3 - Resolution No. 2003-105 Establishment of the San Bernardino City Housing Authority
Attachment 4 - Resolution No. SBHA/2003-1 Housing Authority Bylaws Ward:

All Wards
Synopsis of Previous Council Actions:

None
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JOINT EXERCISE OF POWERS AGREEMENT

CREATING

CITY OF SAN BERNARDINO FINANCING AUTHORITY
Dated as of May 1, 2024
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TABLE OF CONTENTS
Page
-iARTICLE I

DEFINITIONS
Section 1.01. Definitions ........................................................................................................1

ARTICLE II

ARTICLE IV

ARTICLE VIII

MISCELLANEOUS PROVISIONS
Section 8.01. Notices ............................................................................................................11 Section 8.02. Section Headings ............................................................................................12 Section 8.03. Consent ...........................................................................................................12 Section 8.04. Law Governing ...............................................................................................12 Section 8.05. Amendments...................................................................................................12 Section 8.06. Enforcement by Authority ..............................................................................12 Section 8.07. Severability.....................................................................................................12 Section 8.08. Successors and Assigns ..................................................................................12 Section 8.09. Execution of Counterparts ..............................................................................12 Packet Page. 1311
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1 JOINT EXERCISE OF POWERS AGREEMENT

NOW, THEREFORE, in consideration of the above premises and of the mutual promises herein contained, the Members do hereby agree as follows:

ARTICLE I

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2 “Bond Purchase Agreement” means an agreement between the Authority and a Member or a Local Agency, pursuant to which the Authority agrees to purchase Indebtedness from a Member or a Local Agency, as the case may be.
“City” means the City of San Bernardino.
“Fiscal Year” means the fiscal year of the Authority as established from time to time by the Board, being at the date of this Agreement the period from July 1 in any calendar year to and including June 30 in the succeeding calendar year.
“Housing Authority” means the San Bernardino City Housing Authority. “Indebtedness” means bonds, notes or other evidences of indebtedness, and all other obligations, instruments and agreements constituting “Bonds” under the Joint Powers Law, which are issued or incurred by or on behalf of the Authority, a Member or a Local Agency pursuant to the Bond Law or pursuant to any other provision of law to finance the lease, acquisition, construction or improvement of Public Capital Improvements, Working Capital Requirements, or liability or other insurance needs of any Local Agency (the “Local Obligations”). “Joint Powers Law” means Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the California Government Code, as amended from time to time. “Liability Share” means, with respect to any Member, the amount of a judgment for damages divided by the number of Members at the time the act or omission occurred, unless any portion of the judgment arises from an act or omission directly related to the studying, planning, financing, developing, acquiring, purchasing, construction, reconstructing, implementing, improving, enlarging, enhancing, operating, maintaining, selling, disposing of, or decommissioning of any project undertaken by the Authority under this Agreement, in which case, with respect to such portion, the term “Liability Share” shall mean, with respect to any Member, the amount of such portion multiplied by a fraction equal to (i) such Member’s entitlement or right, if any, to participate in such project at the time the act or omission occurred, divided by (ii) the aggregate amount of all Members’ entitlements or rights to participate in such project at the time the act or omission occurred.
“Local Agency” means each of the Members, any agency or subdivision of a Member, and any other city, county, authority, district or public corporation of the State of California. “Members” means, collectively, all of the Members that are parties to this Agreement, which Members shall initially consist of the City of San Bernardino and the San Bernardino City Housing Authority and which shall include all additional Members that become parties hereto pursuant to the provisions of Section 7.02 hereof; provided, however, that the term “Member” shall not include any entity which shall have withdrawn or been excluded from the Authority pursuant to Section 7.03 hereof.
“Public Agency” has the meaning given to the term “public agency” in Article 1 of the Joint Powers Law.

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3 “Public Capital Improvements” has the meaning given such term in Section 6585(n) of the Bond Law, as such provision may be amended from time to time. “Working Capital Requirements” means the requirements of any Local Agency for funds to be used by, or on behalf of, such Local Agency for any purpose for which such Local Agency may borrow money pursuant to Section 53852 of the California Government Code, as amended from time to time.

ARTICLE II

Section 3.02. Powers. Subject to the limitations of this Agreement and the laws of the State of California, the powers of this Authority shall be vested in and exercised by and its property controlled and its affairs conducted by the Board. The Board shall have the responsibility for the general management of the affairs, property and business of the Authority and may, from time to Packet Page. 1314
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4 time, adopt and modify such Bylaws and other rules and regulations for that purpose and for the conduct of its meetings as it may deem proper.

Section 3.03. Compensation. Members of the Board shall serve without compensation.

ARTICLE IV

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5 Section 4.02. Subordinate Officers. The Board may elect or authorize the appointment of such other officers than those herein above mentioned as the business of the Authority may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in this Agreement, or as the Board, from time to time, may authorize or determine.

Section 4.03. Removal of Officers. Any officer may be removed, either with or without cause, by a majority of the members of the Board at any regular or special meeting of the Board.

The Chairman shall preside at all meetings of the Board.

Section 4.08. Officers in Charge of Records, Funds and Accounts. The Treasurer to the extent such officer’s duties and responsibilities require, is designated as the public officer or person who has charge of, handles, or has access to any property of the Authority, and such officer shall Packet Page. 1316
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6 file an official bond as required by Section 6505.1 of the Joint Powers Law in the amount of $40,000.

Section 5.02. Specific Powers. The Authority is hereby authorized, in its own name, to do all acts necessary for the exercise of the foregoing powers, including but not limited to, any or all of the following:
(a) to make and enter into contracts;
(b) to employ agents or employees;
(c) to plan, develop, acquire, construct, manage, maintain, repair, replace or operate any Public Capital Improvement, including the common power of the Members to acquire any Public Capital Improvement by the power of eminent domain; Packet Page. 1317
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7 (d) to acquire (by the exercise of the power of eminent domain or otherwise), hold, lease, sell or otherwise dispose of any real or personal property, tangible or intangible, and any interests therein, wherever located;
(e) to issue or incur Indebtedness and otherwise to incur debts, liabilities or obligations, provided that no such Indebtedness, debt, liability or obligation shall constitute a debt, liability or obligation of any of the Members;
(f) to sue and be sued in its own name;
(g) to establish a budget and authorize expenditures therefrom; (h) to apply for, accept, receive and disburse grants, loans and other aids from any agency of the United States or of the State of California or from any private sources; (i) to enter into agreements for the creation of separate public entities and agencies pursuant to the Joint Powers Law;
(j) to invest any money in the treasury as determined by the Authority, in accordance with applicable provisions of the Joint Powers Law and Section 53601 of the California Government Code, as amended from time to time; (k) to apply for letters of credit or other forms of financial guarantees in order to secure the repayment of Indebtedness and enter into agreements in connection therewith; (l) to carry out and enforce all the provisions of this Agreement; (m) to make and enter into Bond Purchase Agreements;
(n) to purchase Indebtedness of a Member or any Local Agency; (o) to establish non-profit corporations or for-profit corporations to assist in accomplishing any of its objectives; and
(p) to exercise any and all other powers as may be permitted by State law and/or the Joint Powers Law (including Section 6588 of the Joint Powers Law).

Section 5.04. Liability; Contribution. Pursuant to the Joint Powers Law, the debts, liabilities and obligations of the Authority shall not be the debts, liabilities and obligations of any of the Members, except as provided by Section 895.2 of the California Government Code, as amended from time to time, in the case of injury caused by a negligent or wrongful act or omission occurring in the performance of this Agreement. In the event any Member is held liable upon any judgment for damages caused by a negligent or wrongful act or omission occurring in the Packet Page. 1318
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8 performance of this Agreement, and pays in excess of its Liability Share of such judgment, such Member shall be entitled to contribution from each other Member and may require each other Member to pay an amount towards the judgment for damages, but in no event shall any such other Member be required to pay in excess of its Liability Share of such judgment. No Board member, Member, officer, agent or employee of the Authority shall be individually or personally liable for the payment of the principal of or premium or interest on any obligations of the Authority or be subject to any personal liability or accountability by reason of any obligations of the Authority; but nothing herein contained shall relieve any such Board member, Member, officer, agent or employee from the performance of any official duty provided by law or by the instruments authorizing the issuance of any obligations of the Authority. Nothing contained in this Agreement shall in any way diminish the liability of any Member or other party with respect to any contract between such Member or other party and the Authority.

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9 Any Member which fails to make or pay when due any required contribution, payment or advance to the Authority, may have its rights under this Agreement terminated and may be excluded from participation in the Authority as provided in Section 7.03(c) hereof. Any such Member shall continue to be liable for its obligations under any contract with the Authority and for any unpaid contribution, payment or advance approved by the Board prior to such Member’s exclusion and not objected to by such Member by written notice to the Authority within thirty (30) days after such approval.

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10 ARTICLE VII
TERM; ADDITION OF MEMBERS; DISSOLUTION
Section 7.01. Term. This Agreement shall become effective as of the date first set forth above, and the Authority shall come into existence, on the date of execution and delivery hereof, and this Agreement shall thereafter continue in full force and effect until the later of December 31, 2090, or the date on which all Indebtedness and other obligations of the Authority and the interest thereon shall have been paid in full or until adequate provision for such payment shall have been made in accordance with the instruments governing such Indebtedness, and no contracts to which the Authority is a party remain in effect, unless earlier dissolved pursuant to Section 7.04 hereof.

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11 (b) Upon compliance with the conditions specified in Section 7.03(a) hereof, the withdrawing Member shall no longer be considered a Member for any reason or purpose under this Agreement and its rights and obligations under this Agreement shall terminate. The withdrawal of a Member shall not affect any obligations of such Member under any contract between the withdrawing Member and the Authority. (c) Any Member which has (i) defaulted under a contract with the Authority, or (ii) failed to pay any required contributions, payments or advances in accordance with Section 6.01 hereof, may have its rights under this Agreement terminated and may be excluded from participating in the Authority by a vote of a majority of the members of the Board voting on the matter (excluding from voting the member(s) of the Board, if any, representing the defaulting Member). Any excluded Member shall continue to be liable for its obligations under any contract with the Authority and for any unpaid contribution, payment or advance approved by the Board prior to such Member’s exclusion and not objected to by such Member by written notice to the Authority within thirty (30) days after such approval.

ARTICLE VIII

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12 (d) The Authority may, at any time, by written notice to each Member, designate a different or additional person or a different address for giving notices, demands or requests to it hereunder.

Section 8.03. Consent. Whenever in this Agreement any consent or approval is required, the same shall not be unreasonably withheld.

Section 8.04. Law Governing. This Agreement is made in the State of California under the constitution and laws of the State of California, and is to be so construed.

Section 8.09. Execution of Counterparts. This Agreement may be executed in any number of counterparts. All such counterparts shall be deemed to be originals and shall together constitute but one and the same instrument.
(Signature page follows)
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S-1
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their proper officers thereunto duly authorized, on the day and year first set forth above.

CITY OF SAN BERNARDINO
By: ______________________________________
Helen Tran, Mayor
ATTEST:
_________________________________
Genoveva Rocha, City Clerk

SAN BERNARDINO CITY HOUSING

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Resolution No. SBHA/2024-1
1 RESOLUTION NO. SBHA/2024-1

RESOLUTION OF THE SAN BERNARDINO CITY

HOUSING AUTHORITY AUTHORIZING THE CREATION

OF THE CITY OF SAN BERNARDINO FINANCING

AUTHORITY AND CERTAIN OTHER MATTERS

PERTAINING THERETO
WHEREAS, the San Bernardino City Housing Authority (the “Housing Authority”) has determined that it is in the best interests of the Housing Authority to approve a joint powers authority which shall be created by the City of San Bernardino (the “City”) and the Housing Authority for the purpose of assisting the members of such joint powers authority with the financing of public capital improvements for the benefit of the community; and WHEREAS, it has been proposed that the City and the Housing Authority form a joint powers authority to be designated as the "City of San Bernardino Financing Authority" (the "Financing Authority"), pursuant to a Joint Exercise of Powers Agreement (the "Joint Powers Agreement"), by and between the City and the Housing Authority, dated May 1, 2024, a copy of which has been presented to the City Council, pursuant to the Joint Powers Law (Articles 1 through 4 of Chapter 5, division 7, Title 1 of the California Government Code); and WHEREAS, the Commissioners of the Housing Authority, with the aid of its staff, has reviewed the Joint Powers Agreement and the Commissioners wishes to approve the Joint Powers Agreement, the creation of the Financing Authority and matters related thereto.

BE IT RESOLVED BY THE COMMISSIONERS OF THE SAN BERNARDINO CITY HOUSING AUTHORITY AS FOLLOWS:

SECTION 1. Creation of Authority. The Commissioners of the Housing Authority hereby approves the creation of the Financing Authority, the membership of the Housing Authority therein and the Joint Powers Agreement. The Chair and the Secretary are and each of them is hereby authorized and directed to execute and deliver the Joint Powers Agreement for and on behalf of the City with any such changes as the Chair or his designee may deem appropriate.

SECTION 2. Effective Date. This Resolution is and shall be effective from the date of its adoption.

APPROVED and ADOPTED by the Commissioners and signed by the Chairperson and attested by the Secretary this 1st day of May 2024.

Helen Tran, Chairperson
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Resolution No. SBHA/2024-1
2 Attest:

Genoveva Rocha, Secretary
Approved as to form:

Sonia R. Carvalho, City Attorney
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Resolution No. SBHA/2024-1
3 CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO ) ss

CITY OF SAN BERNARDINO )
I, Genoveva Rocha, Secretary to the San Bernardino City Housing Authority, hereby certify that the attached is a true copy of Resolution No. SBHA/2024-1, adopted at a regular meeting held on the 1st day of May 2024 by the following vote:

Commissioners: AYES NAYS ABSTAIN ABSENT
SANCHEZ ______ ______ _______ _______
IBARRA ______ ______ _______ _______
FIGUEROA ______ ______ _______ _______
SHORETT ______ ______ _______ _______
REYNOSO ______ ______ _______ _______
CALVIN ______ ______ _______ _______
ALEXANDER ______ ______ _______ _______
WITNESS my hand and official seal of the San Bernardino City Housing Authority this 1st day of May 2024.
________________________
Genoveva Rocha, Secretary
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ITEMS TO BE CONSIDERED FOR FUTURE MEETINGS
City of San Bernardino
Request for Council Action
Date: May 1, 2024
To: Honorable Mayor and City Council Members
From: Damon L. Alexander, Council Member, 7th Ward
Department: Council Office
Subject: Taxpayer Protection Act (All Wards) – Council
Member Alexander
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Mayor and City CouncilMay 1, 2024

Mayor and City Council
May 1, 2024