Agenda packet — Mayor and City Council, September 4, 2024 (part 3 of 3)

RESOLUTION NO. 2024-198

RESOLUTION OF THE MAYOR AND CITY COUNCIL OF

THE CITY OF SAN BERNARDINO, CALIFORNIA,

AUTHORIZING THE DIRECTOR OF FINANCE AND

MANAGEMENT SERVICES TO AMEND THE STATE
ROUTE 210/WATERMAN AVENUE INTERCHANGE
PROJECT BUDGET IN THE AMOUNT OF $322,806 FROM

THE MEASURE I FUND FOR A TOTAL NOT-TO-EXCEED
AMOUNT OF $1,948,934, AND AUTHORIZING THE CITY
MANAGER TO EXECUTE AMENDMENT NO. 2 TO
COOPERATIVE AGREEMENT NO. 22-1002720 WITH SAN

BENRARDINO COUNTY TRANSPORTATION

AUTHORITY (SBCTA) FOR WATERMAN AVENUE AT
STATE ROUTE 210 (SR-210) INTERCHANGE PROJECT
WHEREAS, the City of San Bernardino intends to initiate phased improvements of the Waterman Avenue at State Route 210 (SR-210) interchange within the limits of the City; and WHEREAS, the parties have already entered into agreement to delineate roles, responsibilities relative to project management, Project Approval/Environmental Documents, Plan Specification and Estimates, Right of Way, and Construction of the project; and WHEREAS, the improvements will include converting one southbound lane and one northbound lane into a left-turn lane and widening the eastbound on-ramp to two lanes; and WHEREAS, the project improvements are funded by Measure I and Measure S; and WHEREAS, Resolution 2021-300, approved by the Mayor and City Council on December 15, 2021, provided funding in the amount of $1,398,270 from Measure I for Cooperative Agreement No. 22-1002720 with SBCTA; and
WHEREAS, Resolution 2024-062, approved by the Mayor and City Council on April 3, 2024, provided funding in the amount of $227,858 from Measure S for Amendment No. 1 on Cooperative Agreement No. 22-1002720 with SBCTA; and
WHEREAS, on July 16, 2024 SBCTA received seven bids for the construction of the project which came in above the engineer’s estimate, resulting in the need for Amendment No. 2 to the Cooperative Agreement No. 22-1002720-02; and
WHEREAS, the City is requesting $322,806 from Measure I for Amendment No. 2 to Cooperative Agreement No. 22-1002720-02, which will bring the new total not-to-exceed amount to $1,948,934, ensuring the project can continue and the construction contract can be awarded.

Packet Page. 497
Resolution No. 2024-198
Resolution 2024-198
September 4, 2024

Page 2 of 3 ends

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

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

SECTION 2. The Mayor and City Council hereby authorize the Director of Finance and Management Services to amend the State Route 210/Waterman Avenue Interchange Project budget in the amount of $322,806 from the Measure I Fund, for a total not-to-exceed amount of $1,948,934.

SECTION 3. The Mayor and City Council hereby authorize the City Manager to execute Amendment No. 2 to Cooperative Agreement No. 22-1002720 with the San Bernardino County Transportation Authority (SBCTA) for Waterman Avenue at State Route 210 (SR-210) interchange Project.

SECTION 4. The City Council finds this Resolution is not subject to the California Environmental Quality Act (CEQA) in that the activity is covered by the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty, as in this case, that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA.

SECTION 5. Severability. If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications, and to this end the provisions of this Resolution are declared to be severable.

SECTION 6. Effective Date. This Resolution shall become effective immediately.

APPROVED and ADOPTED by the City Council and signed by the Mayor and attested by the City Clerk this 4th day of September 2024.

Helen Tran, Mayor
City of San Bernardino
Attest:

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

Sonia Carvalho, City Attorney
Packet Page. 498
Resolution No. 2024-198
Resolution 2024-198
September 4, 2024

Page 3 of 3 ends

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. 2024-198, adopted at a regular meeting held on the 4th day of September 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
Packet Page. 499
1 Amendment No. 2 to 22-1002720
AMENDMENT NO. 2 TO COOPERATIVE AGREEMENT NO 22-1002720

BETWEEN

SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY
AND

CITY OF SAN BERNARDINO
FOR

PROJECT APPROVAL AND ENVIRONMENTAL DOCUMENT (PA/ED),

PLANS, SPECIFICATIONS AND ESTIMATE (PS&E), RIGHT OF WAY (ROW), AND

CONSTRUCTION PHASES
FOR THE WATERMAN AVENUE AT STATE ROUTE 210 (SR-210) INTERCHANGE

IN THE CITY OF SAN BERNARDINO
I. PARTIES
A. This Amendment No. 2 to Cooperative Agreement 22-1002720 (AGREEMENT) is made by and between the San Bernardino County Transportation Authority (SBCTA) and the City of San Bernardino (CITY). SBCTA and CITY are each a "PARTY" and collectively the "PARTIES" herein.

II. RECITALS
A. In January 2022, PARTIES entered into AGREEMENT to define roles, responsibilities and funding for improvements for the PA/ED, PS&E, ROW, CONSTRUCTION phases for the first phase of improvements at State Route 210 (SR-210) and Waterman Avenue in the City of San Bernardino (PROJECT);
B. PROJECT is is identified as eligible for funding under the Valley Interchange Phasing program with a $10 Million PROJECT cost limit and 81.8% public share; C. PARTIES completed the draft 100% plans and specifications in February 2024; and D. In April 2024, PARTIES entered Amendment No. 1 to AGREEMENT to reflect estimated cost increases in the Construction phase for PROJECT based on the draft 100% plans and specifications; and
E. In May 2024, the construction contract for PROJECT was advertised for bids; and F. On June 12, 2024, bids were opened on PlanetBids, SBCTA’s online procurement program; and
G. The apparent lowest bid was greater than the estimate used for Amendment No. 1 for AGREEMENT, which necessitates an amendment to AGREEMENT to reflect the increased cost; and
H. The increase in the construction phase resulted in a total PROJECT cost increase of Packet Page. 500
2 Amendment No. 2 to 22-1002720
$1,773,658, comprised of an increase of $322,806 of Development/Local Share and an increase of $1,450,852 of Public Share; and
I. PARTIES desire to amend AGREEMENT to define funding responsibilities for the estimated cost increase of PROJECT.

NOW, THEREFORE, the PARTIES agree to amend the AGREEMENT as follows:

1. Attachment A.1 to the AGREEMENT shall be deleted in its entirety and replaced with Attachment A.2, attached to this Amendment No. 2 and incorporated herein by reference.

2. Except as amended by this Amendment No. 2, all other provisions of the AGREEMENT shall remain in full force and effect and are incorporated herein by this reference.

3. Amendment No. 2 is deemed to be included and made part of the AGREEMENT.

4. The Recitals set forth above are incorporated herein by this reference.

5. Amendment No. 2 is effective upon execution by SBCTA and CITY.

6. Unless otherwise defined herein, all capitalized terms used in this Amentment No. 1 shall have the same meaning as defined in the AGREEMENT.
--------------------------Signatures on Following Page-------------------------- Packet Page. 501
3 Amendment No. 2 to 22-1002720
IN WITNESS WHEREOF, PARTIES have duly executed Amendment No. 2 to Agreement 22-1002720 below:

SAN BERNARDINO COUNTY

TRANSPORTATION AUTHORITY

CITY OF SAN BERNARDINO
By:___________________________ By:__________________________ Ray Marquez Rochelle Clayton
President, Board of Directors Acting City Manager
Date:__________________________ Date:__________________________ APPROVED AS TO FORM: APPROVED AS TO FORM:

By:____________________________ By:____________________________ Juanda L. Daniel
Assistant General Counsel
Sonia R. Carvalho
City Attorney

Packet Page. 502
4 Amendment No. 2 to 22-1002720
Amendment No. 2 to Cooperative Agreement 22-1002720
Attachment A.2
Project Scope:

At the Waterman Avenue State Route 210 (SR 210) interchange, convert southbound and northbound through lane into a left-turn lane and widen eastbound on-ramp to two lanes.

Project Cost Estimate and Funding Shares
SBCTA’s Share: Public Share: 81.8%
City’s Share: Development Share or Local Share: 18.2% (City of San Bernardino) Estimated
Costs Public Share Development/Local Share
PA/ED $207,285 $169,559 $37,726
PS&E $501,848 $410,512 $91,336
ROW $0 $0 $0
Construction $8,900,392 $7,280,521 $1,619,871
SBCTA Oversight $200,000 $0 $200,000
TOTAL $9,809,525 $7,860,521 $1,948,934
Packet Page. 503
Packet Page. 504
Packet Page. 505
Packet Page. 506
Packet Page. 507
Packet Page. 508
Packet Page. 509
Packet Page. 510
Packet Page. 511
Packet Page. 512
Packet Page. 513
Packet Page. 514
Packet Page. 515
Packet Page. 516
Forecast at
Completion
TOTAL
Forecast at
Completion
CITY
SR‐210 Waterman Cooperative Agreement 22‐1002720 ‐ Amendment 1 Cost to Date Forecast Balance TOTAL
Forecast Balance
7/16/2024 TOTAL CITY
207,285
MSI
169,559

CITY OTHER TOTAL
Project Report and Environmental App $
Plans, Specifications, and Estimates
Right of Way Acquisition
Construction & Construction Managem $
SBCTA Project Management
TOTAL
$
$
$
$
$
$
$
$
$
$
$
$
37,726
91,336
$
$
$
$
$
$
-
-
-
-
-
-
$
$
$
$
$
$
207,285
412,618
-
21,979
108,821
750,703
$
$
$
$
$
207,285
501,848
-
8,900,392
200,000
$
$
$
$
$
-
-
-
$
$
$
37,726
91,336
-
$
$
$
$
$
0 $ (0)
$
501,848
-
7,126,734
200,000
8,035,867
410,512
-
5,829,668
-
- -
1,297,066
200,000
1,626,128
(1,773,658) $ 1,619,871
200,000
(322,805)
$ -
$
- $
6,409,739 $ 9,809,525 $ (1,773,658) $ 1,948,934 $ (322,806) $0 R/W pending from CTD
$0 Non-participating MSI expenditures
$0 Misbilled expenditures
Construction Cost with Lowest Apparent Bid
KCS/CM support $827,949
CON capital (draft 100% PSE estimate) w/10%
contingency
$7,992,443
$8,820,392

81.80% 18.20%
Proposed Cooperative Agreement 22-1002720 - Amendment 2 Difference from Amendment 1 TOTAL
207,285
MSI
169,559

CITY TOTAL MSI CITY
Project Report and Environmental App $ $
$
$
$
$
$
$
$
$
$
$
$
37,726
91,336
$
$
$
$
$
$
-
-
-
$
$
$
$
$
$
0 $ (0)
Plans, Specifications, and Estimates 0
Right of Way Acquisition
$
$
501,848
-
8,900,392
200,000
9,809,525
410,512 (0) $
- $
7,280,521
-
- - -
Construction & Construction Managem $ 1,619,871
200,000
1,948,934
1,773,658
-
1,773,658
1,450,853
-
1,450,852
$
$
$
322,805
-
322,806
SBCTA Project Management
TOTAL
$
$ 7,860,591
Packet Page. 517

DISCUSSION
City of San Bernardino
Request for Council Action
Date: September 4, 2024
To: Honorable Mayor and City Council Members
From: Rochelle Clayton, Acting City Manager
Department: City Manager's Office
Subject: Accept Three Million Dollars in Grant Funds from the County of San Bernardino for the City’s Navigation
Center (All Wards)
Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, adopt Resolution No. 2024-200:

1. Authorizing the City Manager, or designee, to accept grant funds in the amount of $3,000,000 from the County of San Bernardino; and

2. Authorizing the City Manager, or designee, to execute the Revocable Grant Agreement; and

3. Authorizing the City Manager, or designee, to conduct all additional negotiations, signings, and submittals of necessary documents to receive the grant funds; and

4. Authorizing the Director of Finance and Management Services to amend the FY 2024/25 budget in both revenues and expenditures, and appropriate $3,000,000 in grant funds to be used towards the City’s Navigation Center.

Executive Summary
The County of San Bernardino has awarded the City with three (3) million dollars in grant funds to assist with the development of the City’s Navigation Center. There is no match requirement associated with the grant and no impact to the General Fund.

Background
The City’s Navigation Center, called the San Bernardino Homeless Outreach, Prevention, and Education Campus (“HOPE Campus” or “Navigation Center”), serves as the cornerstone of the City’s long-term strategy towards addressing homelessness.

Packet Page. 518
The HOPE Campus will offer interim housing, recuperative care, and comprehensive onsite services that will connect the City’s unsheltered population to a wide range of programs, social services, and housing.

To fund the construction and operation of the Navigation Center, the Mayor and City Council have approved the following allocations:
• On December 7, 2022, the Mayor and City Council allocated $12,450,000 in ARPA funds for the construction of the Navigation Center and $4,500,000 in ARPA funds for the operation of the Navigation Center.
• On March 15, 2023, the Mayor and City Council approved an allocation of $4,299,671 of HOME-ARP funds to assist with the design and construction of the Navigation Center.
• On June 21, 2023, the Mayor and City Council adopted the FY 2023-24 Annual Action Plan, which included an allocation of $1,901,365 in CDBG funds for the Navigation Center.
• On July 19, 2023, the Mayor and City Council adopted Resolution No. 2023- 097, amending the City’s 2020-2023 Permanent Local Housing Allocation (PLHA) Program funding to provide $4,355,241 towards the operating and/or capital costs of the City’s Navigation Center.
• On October 4, 2023, the Mayor and City Council adopted Resolution No. 2023- 144 for the Strategic Initiatives, approving an annual allocation of $2,000,000 for Homelessness Services Sustainability beginning FY 2026/27. • On November 1, 2023, the Mayor and City Council accepted $808,358.87 in Homeless Housing, Assistance, and Prevention (HHAP) Round 3 grant funds from the County of San Bernardino for the Navigation Center.

Discussion
The County of San Bernardino (County) has awarded the City with three (3) million dollars in grant funds to assist with the development of the City’s Navigation Center.

Both the City and County are partners in addressing homelessness, and officials from both agencies have been working together to coordinate their efforts in providing programs and assistance to the City’s homeless population, which includes funding assistance to help develop the HOPE Campus.

To receive the grant funds, the City is required to record a deed of trust and regulatory agreement against the property for a period of ten (10) years. This is to ensure that the affordability and occupancy covenants of the grant agreement are followed for the full duration of the ten-year grant term. What this means is that the City must continue to operate the Navigation Center as an interim housing shelter for ten (10) years and cannot repurpose the facility for another use during this time. The State and Federal Packet Page. 519
funding sources that the City is utilizing for the Navigation Center have similar requirements. Due to the complexity in addressing homelessness, the City anticipates that the need to operate the Navigation Center will extend well beyond the ten-year term.

The grant also requires for the City to participate in using the County’s Homeless Management Information System (HMIS) and work in collaboration with the Coordinated Entry System (CES) and County Continuum of Care. These systems are already utilized by the City and its Homeless Outreach Team, and this requirement will not prevent the City from prioritizing available beds at the Navigation Center for the City’s unsheltered residents. As the owner and operator of the Navigation Center, the City will establish the eligible participant selection plan, where referrals made by the City to its own Navigation Center will receive first priority. Based on the 2024 Point In Time County (PITC), the City has 1,417 homeless individuals, of which 977 are unsheltered. This accounts for 32% of the County’s unsheltered population and it is anticipated that all 200 beds within the Navigation Center will be utilized by the City’s unsheltered residents.

It is also important to note that the requirements of the grant agreement do not interfere with the City’s ability to maintain control over the operations of the Navigation Center.

The City retains full control over selecting and managing the Navigation Center’s lead operator, only providing the County its services plan and accompanying budget for informational purposes; the County holds no veto power or approval authority over these matters. In accordance with the grant agreement, the City will make available to the County all financial, budget, and audit information related to the Navigation Center, which is a provision that is also found in the State and Federal funding sources that the City is utilizing.

Navigation Center Update
The City has restructured its approach towards developing the Navigation Center and has released a new series of Request for Qualifications (RFQ) and Request for Proposals (RFP). Previously, the City attempted to utilize a design-build approach, where one contract would be awarded to a single design-build team who would handle all aspects of the project. Under the new approach, the RFQs and RFPs will be broken up to improve price transparency with the bids and produce more competitive results.

The new RFQs and RFPs include the following:
• An RFQ for Development Services with Modular Experience • An RFQ for a General Contractor with Modular Experience • An RFP for a Modular Building Services Provider
A more substantive update and timeline regarding the Navigation Center and the City’s short term vs long term homelessness strategies will be provided during the Council Meeting.

Packet Page. 520
2021-2025 Strategic Targets and Goals
Accepting grant funds from the County of San Bernardino for the City’s Navigation Center aligns with Key Target No. 3: Improved Quality of Life.

Fiscal Impact
There is no fiscal impact to the General Fund. The FY 2024/25 Operating Budget will be amended by $3,000,000 in both revenues and expenditures.

Conclusion
It is recommended that the Mayor and City Council of the City of San Bernardino, California, adopt Resolution No. 2024-200:

1. Authorizing the City Manager or designee to accept grant funds in the amount of $3,000,000 from the County of San Bernardino; and

2. Authorizing the City Manager, or designee, to execute the Revocable Grant Agreement; and

3. Authorizing the City Manager, or designee, to conduct all additional negotiations, signings, and submittals of necessary documents to receive the grant funds; and

Attachments
Attachment 1 – Resolution 2024-200
Attachment 2 – Revocable Grant Agreement
Attachment 3 - Regulatory Agreement
Attachment 4 - Revocable Grant Deed of Trust
Ward:

All Wards
Synopsis of Previous Council Actions:

December 7, 2022 Mayor and City Council allocated $12,450,000 in ARPA funds for the construction of the Navigation Center and $4,500,000 in ARPA funds for the operation of the
Navigation Center.

February 1, 2023 Mayor and City Council adopted Resolution No. 2023-028 declaring a homelessness state of emergency
March 15, 2023 Mayor and City Council approved an allocation of $4,299,672 of HOME-ARP funds to assist with the design
and construction of the Navigation Center.

Packet Page. 521
May 17, 2023 Mayor and City Council adopted Resolution No. 2023-076 adopting the Homelessness State of Emergency
Implementation Strategy.

June 21, 2023 Mayor and City Council adopted the FY 2023-24 Annual Action Plan, which included an allocation of $1,901,365 in CDBG funds for the Navigation Center.

July 19, 2023 Mayor and City Council adopted Resolution No. 2023-097, amending the City’s 2020-2023 Permanent Local Housing
Allocation (PLHA) Program funding to provide $4,355,241 towards the operating and/or capital costs of the City’s Navigation Center.

October 4, 2023 Mayor and City Council adopted Resolution No. 2023-144 for the Strategic Initiatives, approving an annual allocation of $2,000,000 for Homelessness Services Sustainability
beginning FY 2026/27.

November 1, 2023 Mayor and City Council accepted $808,358.87 in Homeless Housing, Assistance, and Prevention (HHAP) Round 3 grant funds from the County of San Bernardino for the Navigation Center.

Packet Page. 522
Resolution No. 2024-200
Resolution No. 2024-200
September 4, 2024

Page 1 of 3 ends

RESOLUTION NO. 2024-100

RESOLUTION OF THE MAYOR AND CITY COUNCIL OF

THE CITY OF SAN BERNARDINO, CALIFORNIA,

AUTHORIZING THE CITY MANAGER, OR DESIGNEE,

TO ACCEPT GRANT FUNDS IN THE AMOUNT OF
$3,000,000 FROM THE COUNTY OF SAN BERNARDINO;

AUTHORIZING THE CITY MANAGER, OR DESIGNEE,
TO EXECUTE THE REVOCABLE GRANT AGREEMENT;

AUTHORIZING THE CITY MANAGER, OR DESIGNEE,

TO CONDUCT ALL ADDITIONAL NEGOTIATIONS,

SIGNINGS, AND SUBMITTALS OF NECESSARY
DOCUMENTS TO RECEIVE THE GRANT FUNDS; AND

AUTHORIZING THE DIRECTOR OF FINANCE AND
MANAGEMENT SERVICES TO AMEND THE FY 2024/25

BUDGET IN BOTH REVENUES AND EXPENDITURES,
AND APPROPRIATE $3,000,000 IN GRANT FUNDS TO BE
USED TOWARDS THE CITY’S NAVIGATION CENTER.

WHEREAS, the City intends to develop a 200-bed, low-barrier, non-congregate navigation center for individuals and families who are experiencing or at risk of experiencing homelessness; and
WHEREAS, the City wishes to accept from the County a grant of up to three million dollars ($3,000,000) to help fund the development of the navigation center.

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

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

SECTION 2. Mayor and City Council hereby authorize the City Manager, or designee, to accept grant funds in the amount of $3,000,000 from the County of San Bernardino; and SECTION 3. Mayor and City Council hereby authorize the City Manager, or designee, to execute the Revocable Grant Agreement; and
SECTION 4. Mayor and City Council of City of San Bernardino hereby authorize the City Manager, or designee, to conduct all additional negotiations, signings, and submittals of necessary documents to receive the grant funds; and
SECTION 5 Mayor and City Council of City of San Bernardino hereby authorize the Director of Finance and Management Services to amend the FY 2024/25 budget in both revenues and expenditures, and appropriate $3,000,000 in grant funds to be used towards the City’s Navigation Center.

Packet Page. 523
Resolution No. 2024-200
Resolution No. 2024-200
September 4, 2024

Page 2 of 3 ends

SECTION 6. The Mayor and City Council finds this Resolution is not subject to the California Environmental Quality Act (CEQA) in that the activity is covered by the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty, as in this case, that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA.

SECTION 7. Severability. If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications, and to this end the provisions of this Resolution are declared to be severable.

SECTION 8. Effective Date. This Resolution shall become effective immediately.

APPROVED and ADOPTED by the City Council and signed by the Mayor and attested by the City Clerk this 4th day of September 2024.

Helen Tran, Mayor
City of San Bernardino
Attest:

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

Sonia Carvalho, City Attorney
Packet Page. 524
Resolution No. 2024-200
Resolution No. 2024-200
September 4, 2024

Page 3 of 3 ends

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. 2024-200, adopted at a regular meeting held on the 4th day of September 2024 by the following vote:

Genoveva Rocha, CMC, City Clerk
Packet Page. 525
1610\01\3695729.3

REVOCABLE GRANT AGREEMENT
Between
San Bernardino County
and
City of San Bernardino
dated as of September __, 2024
Packet Page. 526
1610\01\3695729.3 2
ARTICLE 1. DEFINITIONS AND EXHIBITS.............................................................................5 Section 1.1 Definitions. ..................................................................................................5 Section 1.2 Exhibits........................................................................................................7 ARTICLE 2. GRANT PROVISIONS .............................................................................................7 Section 2.1 Grant. ...........................................................................................................7 Section 2.2 Security. .......................................................................................................7 Section 2.3 Forgiveness of County Grant.......................................................................7 Section 2.4 Revocation of Grant Upon Default..............................................................7 Section 2.5 Interest on Default. ......................................................................................8 Section 2.6 Use of Grant Funds......................................................................................8 Section 2.7 Conditions Precedent to Disbursement........................................................8 Section 2.8 Non-Recourse. ...........................................................................................10 Section 2.9 Subordination.............................................................................................10 ARTICLE 3. CONSTRUCTION OF IMPROVEMENTS............................................................11 Section 3.1 Schedule of Performance...........................................................................11 Section 3.2 Permits and Approvals...............................................................................11 Section 3.3 Construction Bonds. ..................................................................................11 Section 3.4 Commencement of Construction. ..............................................................11 Section 3.5 Completion of Construction. .....................................................................11 Section 3.6 Construction Pursuant to Plans and Laws; Prevailing Wages; Accessibility. .............................................................................................12 Section 3.7 Equal Opportunity. ....................................................................................14 Section 3.8 Minority and Women-Owned Contractors. ...............................................14 Section 3.9 Progress Reports. .......................................................................................14 Section 3.10 Construction Responsibilities. ...................................................................15 Section 3.11 Certificates of Completion.........................................................................15 Section 3.12 Mechanics Liens, Stop Notices, and Notices of Completion. ...................15 Section 3.13 Inspections. ................................................................................................16 Section 3.14 Approved Financing Plan. .........................................................................17 Section 3.15 No Developer Fee. .....................................................................................17 Section 3.16 Relocation. .................................................................................................17 ARTICLE 4. GRANT REQUIREMENTS....................................................................................17 Section 4.1 Compliance with Agreement. ....................................................................17 Section 4.2 Financial Accountings and Audits.............................................................18 Section 4.3 Information. ...............................................................................................18 Section 4.4 Records. .....................................................................................................18 Section 4.6 Fees and Taxes...........................................................................................19 Section 4.7 Notice of Litigation....................................................................................19 Section 4.8 Nondiscrimination. ....................................................................................19 Section 4.9 Transfer......................................................................................................19 Packet Page. 527
1610\01\3695729.3 3
Section 4.10 Insurance Requirements.............................................................................20 Section 4.11 Hazardous Materials. .................................................................................24 Section 4.12 Maintenance and Damage..........................................................................26 ARTICLE 5. REPRESENTATIONS AND WARRANTIES OF GRANTEE.............................26 Section 5.1 Representations and Warranties. ...............................................................26 ARTICLE 6. DEFAULT AND REMEDIES.................................................................................27 Section 6.1 Events of Default. Each of the following shall constitute a "Default" by Grantee under this Agreement:.............................................27 Section 6.2 Remedies....................................................................................................28 Section 6.3 Right of Contest.........................................................................................29 Section 6.4 Remedies Cumulative................................................................................29 ARTICLE 7. GENERAL PROVISIONS ......................................................................................29 Section 7.1 Relationship of Parties...............................................................................29 Section 7.2 No Claims. .................................................................................................30 Section 7.3 Amendments. .............................................................................................30 Section 7.4 Indemnification..........................................................................................30 Section 7.5 Non-Liability of County Officials, Employees and Agents. .....................30 Section 7.6 No Third Party Beneficiaries. ....................................................................30 Section 7.7 Discretion Retained By County. ................................................................30 Section 7.8 Conflict of Interest.....................................................................................31 Section 7.9 Notices, Demands and Communications...................................................31 Section 7.10 Applicable Law and Venue. ......................................................................32 Section 7.11 Parties Bound.............................................................................................32 Section 7.12 Attorneys' Fees...........................................................................................32 Section 7.13 Severability. ...............................................................................................32 Section 7.14 Force Majeure............................................................................................32 Section 7.15 County Approval. ......................................................................................33 Section 7.16 Waivers. .....................................................................................................33 Section 7.17 Title of Parts and Sections. ........................................................................33 Section 7.18 Entire Understanding of the Parties...........................................................33 Section 7.19 Multiple Originals; Counterparts...............................................................33 Exhibit A: Legal Description
Exhibit B: Financing Budget
Exhibit C: Scope of Work
Exhibit D: Revocable Grant Deed of Trust
Exhibit E: Regulatory Agreement
Exhibit F: Schedule of Performance
Packet Page. 528
1610\01\3695729.3 4

REVOCABLE GRANT AGREEMENT
(San Bernardino HOPE Campus Navigation Center)
This Revocable Grant Agreement (the "Agreement") is entered into as of ______ __, 2024 (the "Effective Date"), by and between San Bernardino County, a political subdivision of the State of California (the "County"), and City of San Bernardino, a California charter city (the "Grantee"), with reference to the following facts:

RECITALS
This Agreement is entered into on the basis of the following facts, understandings and intentions of the County and Grantee.

A. These Recitals refer to and utilize certain capitalized terms which are defined in Article 1 of this Agreement. The Parties intend to refer to those definitions in connection with the use of capitalized terms in these Recitals.

B. The Grantee owns or is acquiring specified real property located at 796 E. 6th Street, City of San Bernardino, San Bernardino County, State of California, as more fully described in the attached Exhibit A, incorporated herein by this reference (the "Property").

C. The Grantee intends to develop the Property to interim or temporary housing and intends to a 200-bed housing-first, low-barrier, non-congregate navigation center for individuals and families who are experiencing homelessness or who are at risk of homelessness (the "Housing Improvements"). The Housing Improvements and the Property are referred to as the "Project."
D. Grantee wishes to accept from the County and the County wishes to extend to Grantee a grant of up to Three Million Dollars ($3,000,000) (the "County Grant") to fund the development of the Property. The County Grant will be evidenced by this Agreement and will be subject to the terms and conditions set forth in this Agreement. No portion of the County Grant may be used for costs not associated with the Housing Improvements.

E. Pursuant to the California Environmental Quality Act and its implementing guidelines, the City of San Bernardino [Note- Need City input re: CEQA conducted for project to date.].

NOW, THEREFORE, the Parties agree as follows:

ARTICLE 1. DEFINITIONS AND EXHIBITS
Section 1.1 Definitions.

The following capitalized terms have the meanings set forth in this Section 1.1 wherever used in this Agreement, unless otherwise provided:
(a) "Agreement" means this Revocable Grant Agreement.

Packet Page. 529
1610\01\3695729.3 5
(b) "At Risk of Homelessness Household" means a household that is at risk of homelessness, as defined in Section 578.3 of Title 24 of the Code of Federal Regulation. (c) "City" means the City of San Bernardino, a California charter city. (d) "Completion of Construction" means the date the construction of the Housing Improvements are completed as evidenced by the issuance of a certificate of occupancy or equivalent document issued by the City, to certify completion of the construction work. (e) "County" means San Bernardino County, a political subdivision of the State of California.
(f) "County Board of Supervisors" means the Board of Supervisors of the County.
(g) "County Executive Officer" means the County's Chief Executive Officer. (h) "County Grant" means the grant, made from the County to the Grantee pursuant to the terms of this Agreement, in an amount not to exceed Three Million Dollars ($3,000,000).
(i) "Default" shall have the meaning set forth in Section 6.1 below. (j) "Eligible Participants" means either At Risk of Homelessness Households or Homeless Households referred by the County's Office of Homeless Services (OHS) through the Coordinated Entry System (CES) to Grantee. All those participating with CES will need to apply to participate in the Homeless Management Information System (HMIS). (k) "Financing Budget" means the financing plan approved by the County as of the date of this Agreement, attached to this Agreement as Exhibit B, incorporated herein by this reference, which includes an operating proforma for the first fifteen (15) years of operation of the project including funding for the provision of supportive services. (l) "Grantee" has the meaning set forth in the opening paragraph of this Agreement.
(m) "Homeless Household" means housing for individuals and families who are experiencing homelessness, as defined in Section 578.3 of Title 24 of the Code of Federal Regulation.
(n) "Housing First" has the meaning set forth in Section 8255 of the Welfare and Institutions Code.
(o) "HUD" means the United States Department of Housing and Urban Development.

Packet Page. 530
1610\01\3695729.3 6
(p) "Low-Barrier" means best practices to reduce barriers to entry including, but not limited to: (1) the presence of partners if it is not a population-specific site, such as for survivors of domestic violence or sexual assault, women, or youth; (2) allows pets; (3) provides space for the storage of possessions; or (4) provides privacy, such as partitions around beds in a dormitory setting or in larger rooms containing more than two beds, or private rooms. (q) "Low Barrier Navigation Center" means a facility a Housing First, lowbarrier, service-enriched shelter focused on moving people into permanent housing that provides temporary living facilities while case managers connect individuals experiencing homelessness to income, public benefits, health services, shelter, where the participant is not required to pay toward the cost of housing and which does not require occupants to sign leases or occupancy agreements.
(r) "Parties" means the County and Grantee.
(s) "Regulatory Agreement" means the Regulatory Agreement and Declaration of Restrictive Covenants that will be recorded against the Grantee's fee interest in the Property and will restrict the occupancy of the Housing Improvements to Eligible Participants.

The form of Regulatory Agreement is attached hereto as Exhibit E, incorporated herein by this reference.
(t) "Revocable Grant Deed of Trust" means that certain Deed of Trust with Security Agreement, and Fixture Filing, of even date herewith, among Grantee, as Trustor, First American Title Insurance Company, as trustee, and the County, as beneficiary, that will encumber the Property to secure performance of the covenants of the Revocable Grant Documents. The form of the Deed of Trust is attached hereto as Exhibit D, incorporated herein by this reference.
(u) "Revocable Grant Documents" means this Agreement, the Regulatory Agreement, the Revocable Grant Deed of Trust, and any other document or agreement evidencing the County Grant.
(v) "Schedule of Performance" means the schedule for obligations to be performed by the Grantee associated with the development of the Housing Improvements attached hereto as Exhibit F, incorporated herein by this reference. (w) "Scope of Work" means the work to be performed by the Grantee associated with the development of the Housing Improvements attached hereto as Exhibit C, incorporated herein by this reference.
(x) "Term" means the ten (10) year term of this Agreement which commences on the Completion of Construction of the Housing Improvements, which is expected to terminate October 1, 20__.

Packet Page. 531
1610\01\3695729.3 7
Section 1.2 Exhibits.

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

Exhibit A: Legal Description
Exhibit B: Financing Budget
Exhibit C: Scope of Work
Exhibit D: Revocable Grant Deed of Trust
Exhibit E: Regulatory Agreement
Exhibit F: Schedule of Performance
ARTICLE 2. GRANT PROVISIONS
Section 2.1 Grant.

Upon satisfaction of the conditions set forth in Section 2.7 of this Agreement, the County shall grant to the Grantee the County Grant in the principal amount not to exceed Three Million Dollars ($3,000,000) for the purposes set forth in Section 2.6 of this Agreement.

Section 2.2 Security.

Grantee shall secure its obligation to repay the County Grant in the event of Default by executing the Revocable Grant Deed of Trust, and recording it as a lien against the Property, in a lien position approved by the County.

Section 2.3 Forgiveness of County Grant.
(a) Provided that no Default exists, without further action of the parties, the County Grant shall be forgiven in 1/10th increments each year that the Grantee provides the Housing Improvements consistent with the terms of the Regulatory Agreement. (b) Upon the written request of Grantee, in connection with the forgiveness of the County Grant set forth above, or at such other times as may be requested by Grantee, the County shall deliver a written notice to Grantee evidencing the outstanding balance of the County Grant and confirming amounts previously forgiven by the County. Notwithstanding anything to the contrary, the forgiveness of the County Grant pursuant to the terms of this Section shall have no effect on the Regulatory Agreement which shall remain in full force and effect for the term specified therein.

Section 2.4 Revocation of Grant Upon Default.

Notwithstanding any provision herein to the contrary, and in addition to any other rights and remedies available to the County set forth in Article 5, upon a Default by Grantee, the County may revoke the outstanding balance of the County Grant and declare the outstanding balance of the County Grant plus interest thereon to be immediately due and payable, subject to the non-recourse provisions set forth in Section 2.8.

Packet Page. 532
1610\01\3695729.3 8
Section 2.5 Interest on Default.

In the event of a Default, interest on the County Grant shall begin to accrue, as of the date of Default and continuing until such time as the outstanding balance of the County Grant funds are repaid in full (other than any portion of the County Grant that has been previously forgiven by the County as set forth in Section 2.3 above) or the Default is cured, at the default rate of the lesser of ten percent (10%), compounded annually, or the highest rate permitted by law.

Section 2.6 Use of Grant Funds.
(a) Grantee shall use the Grant Funds to fund the development of the Housing Improvements on the Property and to pay for the Scope of Work identified in the attached Exhibit C consistent with the Financing Budget for the Housing Improvements. (b) The Grantee shall not use the Grant Funds for any other purpose without the prior written consent of the County.
(c) None of the County Grant funds may be used for costs associated with activities in violation of any law or for any activities not consistent with this Agreement. The Grantee's failure to comply with the requirements of this Section 2.6 shall constitute a Default under Section 6.1.
(d) The Grantee shall not use the County Grant funds to supplant funds provided by the County to the Grantee under any other memorandum of understanding or agreement. The Grantee shall include a term in every subaward and contract that prohibits the subrecipient or contractor from using the County Grant funds to supplant funding provided by the County directly or indirectly to the subrecipient or contractor.

Section 2.7 Conditions Precedent to Disbursement.
(a) The disbursement made pursuant to this section may not exceed the amount of the County Grant and shall only be requested at such time they are needed by the Grantee to pay eligible costs. The disbursements may be readjusted by the County Executive Officer on behalf of the County without the need for formal amendment of this Agreement. The County will disburse the various components of the County Grant subject to the conditions precedent set forth below. The County shall not be obligated to make any disbursements of the County Grant funds or take any other action under the Agreement unless the following conditions precedent are satisfied prior to each such disbursement of the County Grant:
(b) The maximum amount of County Grant funds to be disbursed pursuant to this Section shall not exceed Three Million Dollars ($3,000,000). The County is not obligated to make a disbursement of the Grant Funds or to take any other action under the Revocable Grant Documents unless the following conditions precedent are satisfied prior to each such disbursement of the County Grant:
(1) There exists no Default nor any act, failure, omission or condition that would constitute an event of Default under this Agreement; Packet Page. 533
1610\01\3695729.3 9
(2) The Grantee shall provide the County with a certified copy of an authorizing resolution authorizing execution this Agreement and the transactions contemplated by this Agreement, and any agreements required pursuant to this Agreement; (3) Grantee has executed and delivered to County all Revocable Grant Documents, and any other documents, instruments, and policies required under this Agreement; (4) Copies of all required funding commitments for acquisition, construction and operation of the Project for the Term; (5) Grantee has furnished the County with evidence of the insurance coverage meeting the requirements under this Agreement; (6) Subject to Section 2.9 below, the Regulatory Agreement and Deed of Trust have been recorded against the Grantee's fee interest in the Property in the Office of the Recorder of the County of San Bernardino in a lien position approved by the County, in accordance with the terms of this Agreement, and recorded copies have been arranged to be delivered to the County;
(7) A title insurer reasonably acceptable to the County is unconditionally and irrevocably committed to issuing an LP-10 2006 ALTA Lender's Policy of title insurance insuring the priority of the Deed of Trust in the amount of the County Grant, subject only to such exceptions and exclusions as may be reasonably acceptable to the County, and containing such endorsements as the County may reasonably require. The County shall bear the costs of obtaining such title policy and any endorsements it reasonably requires; (8) The County has determined the County Grant, together with other funds or firm commitments for funds that the Grantee has obtained, or reasonably expect to obtain, in connection with the acquisition and conversion of the Project, are not less than the amount the County determines is necessary to pay for the acquisition and development of the Project and to satisfy all of the covenants contained in this Agreement and the Regulatory Agreement; and
(9) The County has received a written draw request from the Grantee for any County Grant funds requested for disbursement, including certification that the condition set forth in this section continue to be satisfied, and setting forth the proposed uses of funds consistent with the approved Financing Budget for the Housing Improvements, the amount of funds needed, and, where applicable, a copy of the bill or invoice covering a cost incurred or to be incurred.
(c) The Grantee agrees and acknowledges that the County is making the County Grant to fund the development of the Housing Improvements, the Grantee agrees and acknowledges that Grantee must sustain operations in conformance with the Regulatory Agreement for the entire Term. The Grantee further agrees and acknowledges that the Grantee shall not be allowed to refinance any loan or mortgage encumbering the Housing Improvements which results in the Grantee receiving any cash out.

Section 2.8 Non-Recourse.

Packet Page. 534
1610\01\3695729.3 10
Neither Grantee, nor Grantee's governing board members, supervisors, directors, officers, employees, agents, or successors and assigns shall have any direct or indirect personal liability for payment of the principal of, and interest on, the County Grant.

Section 2.9 Subordination.The County agrees to subordinate the Deed of Trust to an encumbrance securing and/or evidencing Approved Financing (each such Approved Financing, a "Senior Loan"), will be subject to the satisfaction of each of the following conditions:
(1) The proposed lender of a Senior Loan (each a "Senior Lender") must be a state or federally chartered financial institution, an entity qualified to make loans in the State of California, a nonprofit corporation or a public entity that is not affiliated with Grantee, other than as a depositor or a lender;
(2) Grantee demonstrates to the County's reasonable satisfaction that subordination of the Deed of Trust is necessary to secure adequate acquisition, construction or permanent financing to ensure the viability of the Project or the repayment of a Senior Loan at maturity, including the operation of the Project as required under this Agreement, as required by the Grant Documents and the Standard Agreement. To satisfy this requirement, Grantee must provide to the County, in addition to any other information reasonably required by the County, evidence demonstrating that the proposed amount of the refinanced Senior Loan is necessary to provide adequate acquisition, construction and/or permanent financing (or County approved refinancing thereof so long as the term of the refinancing loan does not exceed the then outstanding principal balance of the existing Senior Lien) to ensure the viability of the Project, and adequate financing for the Project would not be available without the proposed subordination;
(3) The subordination agreement(s) is structured to minimize the risk that the Deed of Trust will be extinguished as a result of a foreclosure by the Senior Lender or other holder of the Senior Loan. To satisfy this requirement, the subordination agreement must provide the County with adequate rights to cure any defaults by Grantee, including: (i) providing the County or its successor with copies of any notices of default at the same time and in the same manner as provided to Grantee; and (ii) providing the County with a cure period of at least sixty (60) days to cure any default;
(4) The subordination(s) of the Grant is effective only during the original term of the Senior Loan and any extension of its term or refinancing approved in writing by the County;
(b) No subordination may limit the effect of the Deed of Trust before a foreclosure, nor require the consent of the Senior Lender prior to the County exercising any remedies available to the County under the Grant Documents; and (c) Upon a determination by the County Executive Officer that the conditions in this Section have been satisfied, the County Executive Officer or the County Executive Officer's designee, will be authorized to execute the approved subordination agreement without the necessity of any further action or approval by the Board of Supervisors. Execution of any Packet Page. 535
1610\01\3695729.3 11
subordination agreement will evidence and constitute the determination of the County that all requirements of this Section have been satisfied or waived. (d) The County will not subordinate the Regulatory Agreement, which Grantee acknowledges must be recorded in a lien position approved by the County, to any encumbrance securing any financing. The County acknowledges that it may be requested to subordinate the Regulatory Agreement, as required by the California Department of Housing and Community Development ("HCD") as a condition of funding under the Homekey Program, established by California Health and Safety Code Section 50675.1.1 (the "Homekey Program") or any other HCD program funding encumbrance to the extent required under the Multifamily Housing Program Final Guidelines published on June 19, 2019 and to any other HUD program funding encumbrance, and the consent to the recordation of such document against Grantee's interest in the Property will not be unreasonably conditioned, delayed or withheld and will not require any further action by the County Board of Supervisors.

ARTICLE 3. CONSTRUCTION OF IMPROVEMENTS
Section 3.1 Schedule of Performance.

Grantee shall perform the tasks described in the Schedule of Performance no later than the dates set forth in the Schedule of Performance. The Schedule of Performance may be modified in writing by Grantee and the County Executive Officer on behalf of the County without the need for formal amendment of this Agreement or further approval by the Board of Supervisors, approval of any amendment shall not be unreasonably conditioned, delayed, or withheld.

Section 3.2 Permits and Approvals.

Grantee shall make best efforts to obtain all permits and approvals necessary for completion of the construction of the Housing Improvements no later than the date set forth in the Schedule of Performance.

Section 3.3 Construction Bonds.

By the date set forth in the Schedule of Performance, the Grantee shall deliver to the County copies of labor and material bonds and performance bonds for the completion of the Scope of Work in an amount equal to one hundred percent (100%) of the scheduled development cost of the Housing Improvements. The bonds required under this Section shall be issued by a surety licensed to do business in California and reasonably acceptable to the County. Such bonds must name the County as a co-obligee.

Section 3.4 Commencement of Construction.

Grantee shall cause the commence the activities required under the Scope of Work no later than the date set forth in the Schedule of Performance.

Packet Page. 536
1610\01\3695729.3 12
Section 3.5 Completion of Construction.

Grantee shall diligently prosecute to completion the construction of the Housing Improvements no later than the date set forth in the Schedule of Performance, unless the County and the Grantee agree to extend such date in writing.

Section 3.6 Construction Pursuant to Plans and Laws; Prevailing Wages; Accessibility.
(a) Changes. Grantee shall complete the work on the Housing Improvements in accordance with Scope of Work and the terms and conditions of the land use permits and approvals and building permits, including any variances granted. Grantee shall request consent from the County prior to making any material changes in the work required to be performed under this Agreement, including any material additions, changes, or deletions to the Scope of Work. Consent to any additions, changes, or deletions to the work do not relieve or release Grantee from any other obligations under this Agreement, or relieve or release Grantee or its surety from any surety bond. Approvals by the County for any changes shall not be unreasonably conditioned, delayed, or withheld.
(b) Compliance with Laws. The Grantee shall cause all work performed in connection with the Scope of Work to be performed in compliance with all applicable laws, ordinances, rules and regulations of federal, state, county or municipal governments or agencies now in force or that may be enacted hereafter including without limitation and to the extent applicable, all directions, rules and regulations of any fire marshal, health officer, building inspector, or other officer of every governmental agency now having or hereafter acquiring jurisdiction. The work will proceed only after procurement of each permit, license, or other authorization that may be required by any governmental agency having jurisdiction, and Grantee shall be responsible to the agency for the procurement and maintenance thereof, as may be required of Grantee and all entities engaged in work on the Housing Improvements. (c) Prevailing Wages. Grantee shall cause all work performed in connection with the Scope of Work or any improvements on the Property and shall also cause its respective contractors and subcontractors to pay prevailing wages in performing the construction of the Housing Improvements or any improvements on the Property as may be required under Labor Code Sections 1720 et seq. (the "Prevailing Wage Requirements"), and the implementing regulations of the Department of Industrial Relations (the "DIR"), to employ apprentices as required by Labor Code Sections 1777.5 et seq., and the implementing regulations of the DIR and comply with the other applicable provisions of Labor Code Sections 1720 et seq., 1777.5 et seq., 1810-1815, and implementing regulations of the DIR. To the extent Prevailing Wage Requirements are applicable, Grantee shall and shall cause its respective contractors and subcontractors to keep and retain such records as are necessary to determine if such prevailing wages have been paid as required pursuant to Labor Code Sections 1720 et seq., and that apprentices have been employed as required by Labor Code Section 1777.5 et seq., and shall, from time to time upon the request of the County provide to the County such records and other documentation reasonably requested by the County. Copies of the currently applicable per diem prevailing wages are available from the County. To the extent Prevailing Wage Requirements are applicable, Grantee shall post the applicable prevailing rates of per diem wages at the Packet Page. 537
1610\01\3695729.3 13
Property. To the extent Prevailing Wage Requirements are applicable, Grantee shall cause its respective contractors and subcontractors to be registered as set forth in Labor Code Section 1725.5. In addition, and only to the extent Prevailing Wage Requirements are applicable, Grantee shall cause its respective contractors and subcontractors to do all the following:
(1) All calls for bids, bidding materials and the construction contract documents for the Housing Improvements must specify that: (i) No contractor or subcontractor may be listed on a bid proposal nor be awarded a contract for the Housing Improvements unless registered with the DIR pursuant to Labor Code Section 1725.5; and (ii) The Housing Improvements is subject to compliance monitoring and enforcement by the DIR; (2) To the extent required by law: (i) Grantee is required to provide the County all information required by Labor Code Section 1773.3 as set forth in the DIR's online form PWC-100 within two (2) days of the award of the contract (https://www.dir.ca.gov/pwc100ext/); (ii) Grantee shall cause its respective contractors to post job site notices, as prescribed by applicable DIR regulations; and (iii) Grantee shall cause its respective contractors to furnish payroll records required by Labor Code Section 1776 directly to the Labor Commissioner, at least monthly in the electronic format prescribed by the Labor Commissioner.
(3) A weekly certified payroll submitted through LCP Tracker is required during the term of construction of the Housing Improvements. Payment of disbursement components may be delayed when certified payrolls are not properly submitted. (4) For purposes of this Section, the "initial construction" of the Housing Improvements shall mean the work required under the Scope of Work and obtain the Certificate of Completion for the Housing Improvements. (d) Grantee shall indemnify, hold harmless and defend (with counsel reasonably acceptable to the County) the County and its board members, officers and employees against any claim for damages, compensation, fines, penalties or other amounts arising out of the failure or alleged failure of any person or entity (including Grantee, its contractors and subcontractors) to pay prevailing wages as determined pursuant to Labor Code Sections 1720 et seq., to employ apprentices pursuant to Labor Code Sections 1777.5 et seq., and implementing regulations of the DIR or to comply with the other applicable provisions of Labor Code Sections 1720 et seq., 1777.5 et seq., and the implementing regulations of the DIR in connection with the performance of the construction activities for the Housing Improvement or any other work undertaken or in connection with the Property. The requirements in this subsection survive the repayment of the County Grant, and the reconveyance of the Deed of Trust. (e) Accessibility Requirements. The Grantee shall ensure that the Housing Improvements comply with all applicable federal and state disabled persons accessibility requirements including but not limited to the Federal Fair Housing Act, Section 504 of the Rehabilitation Act of 1973, Title II and/or Title III of the Americans with Disabilities Act of 1990, Title 24 of the California Code of Regulations and the Uniform Federal Accessibility Standards ("UFAS"), as applicable. Grantee shall submit a certification from the architect or a County approved Certified Access Specialist certifying that the Project has been rehabilitated in Packet Page. 538
1610\01\3695729.3 14
compliance with the accessibility requirements set in compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794, et seq.) and the Uniform Federal Accessibility Standards (UFAS), as applicable; or has provided the County with other evidence that the Project, as built, complies with the accessibility requirements.

Section 3.7 Equal Opportunity.
(a) During performance of the Scope of Work for the Housing Improvements there shall be no discrimination on the basis of race, color, creed, religion, sex, sexual orientation, gender identity, marital status, national origin or ancestry, or source of income, in the hiring, firing, promoting or demoting of any person engaged in the construction work. (b) In providing services supported in whole or in part with federal financial assistance, and in their outreach activities related to such services, program participants shall not discriminate against current or prospective program beneficiaries on the basis of religion, a religious belief, a refusal to hold a religious belief, or a refusal to attend or participate in a religious practice. A faith-based organization that is a recipient or subrecipient of County Grant funds is eligible to use such funds as provided under the regulations of this part without impairing its independence, autonomy, expression of religious beliefs, or religious character.

Such organization will retain its independence from federal, state, and local government, and may continue to carry out its mission, including the definition, development, practice, and expression of its religious beliefs, provided that it does not use direct program funds to support or engage in any explicitly religious activities, including activities that involve overt religious content, such as worship, religious instruction, or proselytization, or any manner prohibited by law. Among other things, faith-based organizations may use space in their facilities to provide program-funded services, without removing or altering religious art, icons, scriptures, or other religious symbols. In addition, a County Grant-funded religious organization retains its authority over its internal governance, and it may retain religious terms in its organization's name, select its board members on a religious basis, and include religious references in its organization's mission statements and other governing documents.

Section 3.8 Minority and Women-Owned Contractors.

Grantee shall use its best efforts to afford minority-owned and women-owned business enterprises ("MBE/WBE") the maximum practicable opportunity to participate in all work performed in connection with the Scope of Work to be performed. Grantee shall, at a minimum, notify applicable minority-owned and women-owned business firms located in San Bernardino County of bid opportunities for the construction work for the Housing Improvements. A listing of minority owned and women owned businesses located in the County and neighboring counties is available from the County. Documentation of such notifications must be maintained by Grantee and available to the County as requested.

Section 3.9 Progress Reports.
(a) From the date of commencement of construction and until such time as Grantee has received a Certificate of Completion for the Housing Improvements, upon County's Packet Page. 539
1610\01\3695729.3 15
request, Grantee shall provide the County with quarterly progress reports regarding the status of the construction of the Housing Improvements.
(b) From the date of commencement of construction and until such time as Grantee has received a Certificate of Completion for the Housing Improvements, the Grantee shall provide any additional information reasonably requested by the County in connection with the use of the County Grant for Project.

Section 3.10 Construction Responsibilities.
(a) Grantee is responsible for the coordination and scheduling of the work to be performed so that commencement and completion of the construction of the Housing Improvements will take place in accordance with this Agreement. (b) Grantee is solely responsible for all aspects of Grantee's conduct in connection with the Housing Improvements, including (but not limited to) the quality and suitability of the plans and specifications, the supervision of construction work, and the qualifications, financial condition, and performance of all architects, engineers, contractors, subcontractors, suppliers, consultants, and property managers. Any review or inspection undertaken by the County with reference to the Housing Improvements is solely for the purpose of determining whether Grantee is properly discharging its obligations to the County, and may not be relied upon by Grantee or by any third parties as a warranty or representation by the County as to the quality of the design or construction of the Housing Improvements.

Section 3.11 Certificates of Completion.Promptly after completion of the Scope of Work for the Housing Improvements and issuance by the City of a certificate of occupancy for the Project, upon written request from the Grantee, in accordance with those provisions of this Agreement relating solely to the obligations of the Grantee to complete the Scope of Work for the Housing Improvements; and the County's determination that the Grantee various obligations with regards to completion of the Housing Improvements under this Agreement have been met; the County will provide the Grantee with a Certificate of Completion for the Housing Improvements. If upon the written request from the Grantee, the County determines, at its reasonable discretion, that the Grantee is not entitled to a Certificate of Completion because the Grantee has not completed the Housing Improvements in accordance with the terms of this Agreement, the County shall within twenty (20) days of such request, provide the Grantee with a written response stating with specificity the obligations required to be completed as a condition for issuing the Certificate of Completion. If the County fails to issue or fails to provide a written response stating with specificity the reasons the County will not issue a Certificate of Completion to the Grantee within twenty (20) days of a request hereunder, then the Grantee shall be deemed to be entitled to receive such Certificate of Completion. (b) Such Certificates of Completion shall be conclusive evidence that the covenants in this Agreement with respect to the obligations of Grantee to complete the Scope of Work for the Housing Improvements described in such certificate and the dates for the beginning and completion thereof have been met; provided, however, such certifications shall not be conclusive evidence regarding Grantee satisfaction of the prevailing wage requirements of this Agreement. Such certifications and determinations shall not constitute evidence of compliance Packet Page. 540
1610\01\3695729.3 16
with or satisfaction of any obligation of the Grantee to any holder of a deed of trust securing money loaned to finance any portion of the Housing Improvements or any part thereof and shall not be deemed a notice of completion under the California Civil Code.

Section 3.12 Mechanics Liens, Stop Notices, and Notices of Completion. (a) If any claim of lien is filed against the Property, or any portion thereof, or a stop notice affecting the County Grant is served on the County or any other lender or other third party in connection with the Housing Improvements, then Grantee shall, within twenty (20) days after such filing or service, either pay and fully discharge the lien or stop notice, effect the release of such lien or stop notice by delivering to the County a surety bond in sufficient form and amount, or provide the County with other assurance satisfactory to the County that the claim of lien or stop notice will be paid or discharged.
(b) If Grantee fails to discharge any lien, encumbrance, charge, or claim in the manner required in this Section or obtain a surety bond, then in addition to any other right or remedy, the County may (but is under no obligation to) discharge such lien, encumbrance, charge, or claim at Grantee's expense.
(c) Grantee shall file a valid notice of cessation or notice of completion upon cessation of construction work on any portion of the Housing Improvements for a continuous period of thirty (30) days or more, and take all other steps necessary to forestall the assertion of claims of lien against the Property.

Section 3.13 Inspections.
(a) The Grantee shall permit and facilitate, and shall require its contractors to permit and facilitate, observation and inspection of the Property or the Housing Improvements by the County and by public authorities during reasonable business hours upon forty-eight (48) hours' prior written notice for the purposes of determining compliance with this Agreement, provided, however, that nothing in this Agreement shall entitle the County to enter an occupied unit in the Housing Improvements without notice to the tenant thereof, which the Grantee shall deliver on behalf of the County, and permission from such tenant to the extent such permission is required by law. Such inspections do not relieve the Grantee, or its contractors, from any applicable requirement to obtain other City or County inspections in connection with the Scope of Work for the Housing Improvements.
(b) After the completion of an inspection the County shall deliver a copy of the inspection report to the Grantee. If the County determines as a result of such inspection that there are any life-threatening health and safety related deficiencies, Grantee has the obligation to correct such deficiencies immediately. If the County determines as a result of the inspection that there are any deficiencies for any of the inspectable items in the Housing Improvements, the Grantee shall correct such deficiencies within fifteen (15) days from the delivery of the inspection report or if a period longer than fifteen (15) days is reasonably necessary to correct the deficiency, then Grantee must begin to correct the deficiency within fifteen (15) days and correct the deficiency as soon as reasonably possible. In addition, the Grantee acknowledges that the Packet Page. 541
1610\01\3695729.3 17
County may re-inspect the Housing Improvements to verify all deficiencies have been corrected or rely on third party documentation submitted by the Grantee for non-hazardous deficiencies.

Section 3.14 Financing Plan.

As of the date of this Agreement, the County has received and approved the Financing Budget set forth in Exhibit B. Within fifteen (15) days of the date Grantee receives information indicating that actual costs of Scope of Work for the Housing Improvements materially vary or will vary from the costs shown on the Financing Budget, the Grantee shall submit any required amendments to the Financing Budget, along with evidence that the changes to the Financing Budget are reasonable and necessary, to the County.

Section 3.15 Developer Fee.

Except where allowed by other funding sources on the Project and so long as no County Grant funds are used for such purpose, no compensation from any source shall be received by or be payable to the Grantee or any affiliate of the Grantee in connection with the provision of development and construction management services for the acquisition and construction of the Housing Improvements.

Section 3.16 Relocation.

There are no current tenants or occupants of the Property, and no permanent or temporary displacement of tenants is expected. Nonetheless, if and to the extent that the construction of the Property will result in the permanent or temporary displacement of tenants, then Grantee shall comply with all applicable local, state, and federal statutes and regulations, (including without limitation the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, California Government Code Section 7260 et seq., and accompanying regulations) with respect to preparation of a relocation plan, relocation planning, advisory assistance, and payment of monetary benefits. Grantee shall be solely responsible for payment of any relocation benefits to any displaced persons and any other obligations associated with complying with such relocation laws. Grantee shall indemnify, defend and hold harmless, (with counsel reasonably acceptable to the County), the County and its authorized officers, employees, agents, volunteers, and successors and assigns ("County Indemnitees"), against any claim for damages, compensation, fines, penalties, relocation payments or other amounts and expenses (including reasonable attorneys' fees) arising out of the failure or alleged failure of any person or entity (including Grantee, or the County) to satisfy relocation obligations related to the acquisition of the Property.

ARTICLE 4. GRANT REQUIREMENTS
Section 4.1 Compliance with Agreement.

Grantee shall comply with the terms of this Agreement, the Regulatory Agreement, and any breach by Grantee under the Revocable Grant Documents shall be considered a Default under this Agreement. Notwithstanding anything to the contrary, the partial forgiveness of the Packet Page. 542
1610\01\3695729.3 18
County Grant pursuant to Section 2.3 above, shall have no effect on the Regulatory Agreement which shall remain in full force and effect for the term specified therein.

Section 4.2 Financial Accountings and Audits.

During the Term, from time to time as reasonably requested by the County, Grantee shall make available for examination during normal business hours to County all books, accounts, reports, files, and other papers or property with respect to all matters covered by this Agreement, and shall permit County to audit, examine, and make excerpts or transcripts from such records.

County may make audits of any conditions relating to this Agreement.

Section 4.3 Information.

Grantee shall provide any information reasonably requested by the County in connection with the County Grant, including (but not limited to) any information required by the local, state or federal governments in connection with Grantee's use of the Grant Funds.

Section 4.4 Records.
(a) Grantee shall keep and maintain at the principal place of business of the Grantee set forth in Section 7.8 below, or elsewhere with the County's written consent, full, complete and appropriate books, records and accounts relating to the Housing Improvements.

Books, records and accounts relating to Grantee's compliance with the terms, provisions, covenants and conditions of this Agreement are to be kept and maintained in accordance with generally accepted accounting principles consistently applied, and are to be consistent with requirements of this Agreement. All such books, records, and accounts are to be open to and available for inspection and copying by the County, its auditors or other authorized representatives at reasonable intervals during normal business hours. Copies of all tax returns and other reports that Grantee may be required to furnish to any governmental agency are to be open for inspection by the County at all reasonable times at the place that the books, records and accounts of Grantee are kept. Grantee shall preserve such records for a period of not less than five (5) years after the creation of such records. If any litigation, claim, negotiation, audit exception, monitoring, inspection or other action relating to the use of the Grant Funds is pending at the end of the record retention period stated herein, then Grantee shall retain the records until such action and all related issues are resolved. The records are to include all invoices, receipts, and other documents related to expenditures from the Grant Funds. (b) Grantee shall retain all financial records, supporting documents, statistical records, and all other records pertinent to services performed and expenditures incurred under this Agreement for a period of five (5) years after the termination of all activities funded under this Agreement, or after the resolution of all litigation, claims, federal audits, negotiation or other actions that involve any of the records cited, whichever occurs later. Grantee shall retain records for non-expendable property acquired with funds under this Agreement for five (5) years after final disposition of such property. Records for any displaced person must be kept for five (5) years after the displaced person has received final payment.

Packet Page. 543
1610\01\3695729.3 19
(c) The County shall notify Grantee of any records it deems insufficient.

Grantee has fifteen (15) calendar days after the receipt of such a notice to correct any deficiency in the records specified by the County in such notice, or if a period longer than fifteen (15) days is reasonably necessary to correct the deficiency, then Grantee must begin to correct the deficiency within fifteen (15) days and correct the deficiency as soon as reasonably possible.

Section 4.5 Audits.
(a) Each year, Grantee shall provide the County with a copy of Grantee's annual audit, which is to include information on all of Grantee's activities and pertaining to the Housing Improvements.
(b) In addition, the County, at any time, audit all of Grantee's books, records, and accounts pertaining to the Housing Improvements. Any such audit is to be conducted during normal business hours at the principal place of business of Grantee wherever records are kept.

Immediately after the completion of an audit, the County shall deliver a copy of the results of the audit to Grantee.

Section 4.6 Fees and Taxes.

Grantee shall be solely responsible for payment of all fees, assessments, taxes, charges, and levies imposed by any public authority or utility company with respect to the Housing Improvements to the extent owned by Grantee, and shall pay such charges prior to delinquency.

However, Grantee shall not be required to pay and discharge any such charge so long as: (a) the legality thereof is being contested diligently and in good faith and by appropriate proceedings; and (b) if requested by the County, Grantee deposits with the County any funds or other forms of assurance that the County in good faith from time to time determines appropriate to protect the County from the consequences of the contest being unsuccessful.

Section 4.7 Notice of Litigation.

Grantee shall promptly notify the County in writing of any litigation materially affecting Grantee or the Housing Improvements and of any claims or disputes that involve a material risk of such litigation.

Section 4.8 Nondiscrimination.

Grantee covenants by and for itself and its successors and assigns that there will be no discrimination against or segregation of a person or of a group of persons on account of race, color, religion, creed, age (except for lawful senior housing in accordance with state and federal law), familial status, disability, sex, sexual orientation, marital status, ancestry or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property, nor may Grantee or any person claiming under or through Grantee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the property.

Section 4.9 Transfer.

Packet Page. 544
1610\01\3695729.3 20
(a) This Agreement is entered into solely for the purpose of funding the affordable Housing Improvements and its subsequent use in accordance with the terms hereof.

The Grantee recognizes that the qualifications and identity of Grantee are of particular concern to the County. The Grantee further recognizes that it is because of such qualifications and identity that the County is entering into this Agreement with the Grantee and that limited Transfers are permitted only as provided in this Agreement.
(b) For purposes of this Agreement, "Transfer" means any sale, assignment, or transfer, whether voluntary or involuntary, of: (1) any rights and/or duties under this Agreement; or (2) any interest in the Grantee, including any merger, consolidations, sale, or lease of all or substantially all of the assets of Grantee.
(c) No Transfer shall be permitted during the Term, except to the extent that the Grantee transfers the property to the San Bernardino County Housing Authority. Any unauthorized Transfer shall automatically cancel the County's obligations to provide the Grant Funds to Grantee after the date of the unauthorized Transfer.

Section 4.10 Insurance Requirements.
(a) Grantee shall maintain the following insurance coverage throughout the Term of the County Grant written by insurers authorized to do business in the State of California and with a minimum "Best" Insurance Guide rating of "A-VII". If the Grantee uses existing coverage to comply with these requirements and that coverage does not meet the specified requirements, the Grantee agrees to amend, supplement, or endorse the existing coverage to do so.
(b) Without in anyway affecting the indemnity herein provided and in addition thereto, the Grantee shall secure and maintain throughout the Term the following types of insurance with limits as shown:
(1) Workers' Compensation/Employers Liability.
(A) Workers' Compensation- A program of Workers'
Compensation insurance or a state-approved, self-insurance program in an amount and form to meet all applicable requirements of the Labor Code of the State of California, including Employer's Liability with $250,000 limits covering all persons including volunteers providing services on behalf of the Grantee and all risks to such persons under this Agreement. (B) If Grantee has no employees, it may certify or warrant to the County that it does not currently have any employees or individuals who are defined as "employees" under the Labor Code and the requirement for Workers' Compensation coverage will be waived by the Director of Risk Management.
(C) With respect to Grantees that are non-profit corporations organized under California or federal law, volunteers for such entities are required to be covered by Workers' Compensation insurance.

Packet Page. 545
1610\01\3695729.3 21
(2) Comprehensive General Liability. General Liability Insurance covering all operations performed by or on behalf of Grantee providing coverage for bodily injury and property damage with a combined single limit of not less than Five Million Dollars ($5,000,000), per occurrence. The policy coverage must include:
(A) Premises operations and mobile equipment.
(B) Products and completed operations.
(C) Broad form property damage (including completed
operations).
(D) Explosion, collapse, and underground hazards.
(E) Personal injury.
(F) Contractual liability.
(G) $5,000,000 general aggregate limit.
(3) Comprehensive Automobile Liability.
(A) Primary insurance coverage must be written on ISO
Business Auto coverage form for all owned, hired and non-owned automobiles or symbol I (any auto).
(B) The policy must have a combined single limit of not less than Five Million Dollars ($5,000,000) for bodily injury and property damage, per occurrence. (C) If the Grantee is transporting one or more non-employee passengers in performance of contract services, the automobile liability policy must have a combined single limit of Five Million Dollars ($5,000,000) for bodily injury and property damage per occurrence.
(D) If the Grantee owns no autos, a non-owned auto
endorsement to the General Liability policy described above is acceptable. (4) Builders' Risk/Property Insurance. Builders' Risk insurance during the course of construction, and upon completion of construction, property insurance covering the Project, in form appropriate for the nature of such property, covering all risks of loss, excluding earthquake, for one hundred percent (100%) of the replacement value, with deductible, if any, acceptable to the County, naming the County as a Loss Payee, as its interests may appear. Flood insurance must be obtained if required by applicable federal regulations. (5) Commercial Crime. Commercial crime insurance covering all officers and employees, for loss of County Grant proceeds caused by dishonesty, in an amount approved by the County, naming the County a Loss Payee, as its interests may appear.

Packet Page. 546
1610\01\3695729.3 22
(c) Grantee shall cause any general contractor, agent, or subcontractor working on the Project under direct contract with Grantee or subcontract to maintain insurance of the types and in at least the minimum amounts described in subsections (1), (2), and (3) above, meeting all of the general requirements of subsections (e) and (f) below and naming the County as an additional insured. The Grantee agrees to monitor and review all such coverage and assumes all responsibility ensuring that such coverage is provided as required here. (d) An umbrella (over primary) or excess policy may be used to comply with limits or other primary coverage requirements. When used, the umbrella policy must apply to bodily injury/property damage, personal injury/advertising injury and must include a "dropdown" provision providing primary coverage for any liability not covered by the primary policy. The coverage must also apply to automobile liability. (e) The required insurance must be provided under an occurrence form, and Grantee shall maintain the coverage described in subsections (a) continuously throughout the Term. Should any of the required insurance be provided under a form of coverage that includes an annual aggregate limit or provides that claims investigation or legal defense costs be included in such annual aggregate limit, such annual aggregate limit must be three times the occurrence limits specified above.
(f) Comprehensive General Liability and Comprehensive Automobile Liability insurance policies must be endorsed to name as an additional insured the County and its officers, agents, employees, and members of the Board of Supervisors. The additional insured endorsements must not limit the scope of coverage for the County to vicarious liability but must allow coverage for the County to the full extent provided by the policy. Such additional insured coverage must be at least as broad as Additional Insured (Form B) endorsement form ISO, CG 2010.11 85.
(g) All policies and bonds are to contain: (1) the agreement of the insurer to give the County at least thirty (30) days’ notice prior to cancellation (including, without limitation, for non-payment of premium) or any material change in said policies; (2) an agreement that such policies are primary and non-contributing with any insurance that may be carried by the County; (3) a provision that no act or omission of Grantee shall affect or limit the obligation of the insurance carrier to pay the amount of any loss sustained; and (4) a waiver by the insurer of all rights of subrogation against the County and its authorized parties in connection with any loss or damage thereby insured against.
(h) Construction contracts for projects over Three Million Dollars ($3,000,000) and less than Five Million Dollars ($5,000,000) require limits of not less than Five Million Dollars ($5,000,000) in General Liability and Auto Liability coverage. (i) The Grantee shall require the carriers of required coverages to waive all rights of subrogation against the County, its officers, employees, agents, volunteers, contractors and subcontractors. All general or auto liability insurance coverage provided shall not prohibit the Grantee and Grantee's employees or agents from waiving the right of subrogation prior to a loss or claim. The Grantee hereby waives all rights of subrogation against the County.

Packet Page. 547
1610\01\3695729.3 23
(j) All policies required herein are to be primary and non-contributory with any insurance or self-insurance programs carried or administered by the County. (k) The Grantee shall furnish Certificates of Insurance to the County Department administering the contract evidencing the insurance coverage prior to the close of Escrow, additional endorsements, as required shall be provided prior to the commencement of performance of services hereunder, which certificates shall provide that such insurance shall not be terminated or expire without thirty (30) days written notice to the Department, and Grantee shall maintain such insurance from the time Grantee commences performance of services hereunder until the completion of such services. Within fifteen (15) days following the close of Escrow, the Grantee shall furnish a copy of the Declaration page for all applicable policies and will provide complete certified copies of the policies and endorsements immediately upon request.
(l) The Grantee agrees to ensure that coverage provided to meet these requirements is applicable separately to each insured and there will be no cross liability exclusions that preclude coverage for suits between the Grantee and the County or between the County and any other insured or additional insured under the policy. (m) Any and all deductibles or self-insured retentions in excess of Ten Thousand Dollars ($10,000) shall be declared to and approved by Risk Management. (n) In the event that any policy of insurance required in this Section does not comply with the requirements, is not procured, or is canceled and not replaced, the County has the right but not the obligation or duty to obtain such insurance it deems necessary and any premiums paid by the County will be promptly reimbursed by Grantee or County disbursements to Grantee will be reduced to pay for the County purchased insurance. (o) Insurance requirements are subject to periodic review by the County. The Director of Risk Management or designee is authorized, but not required, to reduce, waive or suspend any insurance requirements whenever Risk Management determines that any of the required insurance is not available, is unreasonably priced, or is not needed to protect the interests of the County. In addition, if Risk Management determines that heretofore unreasonably priced or unavailable types of insurance coverage or coverage limits become reasonably priced and available, the Director of Risk Management or designee is authorized, but not required, to change the above insurance requirements to require additional types of insurance coverage or higher coverage limits, provided that any such change is reasonable in light of past claims against the County, inflation, or any other item reasonably related to the County's risk.

Any change requiring additional types of insurance coverage or higher coverage limits must be made by amendment to this Agreement. Grantee agrees to execute any such amendment within thirty (30) days of receipt. Any failure, actual or alleged, on the part of the County to monitor or enforce compliance with any of the insurance and indemnification requirements will not be deemed as a waiver of any rights on the part of the County. (p) All policies and bonds shall be endorsed to provide thirty (30) days prior written notice of cancellation, reduction in coverage, or intent not to renew to the address established for notices to the County.

Packet Page. 548
1610\01\3695729.3 24
Section 4.11 Hazardous Materials.
(a) Grantee shall keep and maintain the Property in compliance with, and may not cause or permit the Property to be in violation of any federal, state or local laws, ordinances or regulations relating to industrial hygiene or to the environmental conditions on, under or about the Property including, but not limited to, soil and ground water conditions. Grantee may not use, generate, manufacture, store or dispose of on, under, or about the Property or transport to or from the Property any flammable explosives, radioactive materials, hazardous wastes, toxic substances or related materials, including without limitation, any substances defined as or included in the definition of "hazardous substances," "hazardous wastes," "hazardous materials," or "toxic substances" under any applicable federal or state laws or regulations (collectively referred to hereinafter as "Hazardous Materials") except such of the foregoing as may be customarily used in similar projects.
(b) Grantee shall immediately advise the County in writing if at any time it receives written notice of (i) any and all enforcement, cleanup, removal or other government or regulatory actions instituted, completed or threatened against Grantee or the Property pursuant to any applicable federal, state or local laws, ordinances, or regulations relating to any Hazardous Materials, ("Hazardous Materials Law"); (ii) all claims made or threatened by any third party against Grantee or the Property relating to damage, contribution, cost recovery compensation, loss or injury resulting from any Hazardous Materials (the matters set forth in clauses (i) and (ii) above are hereinafter referred to as "Hazardous Materials Claims"); and (iii) Grantee's discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Property that could cause the Property or any part thereof to be classified as "border-zone property" under the provision of California Health and Safety Code, Sections 25220 et seq., or any regulation adopted in accordance therewith, or to be otherwise subject to any restrictions on the ownership, occupancy, transferability or use of the Property under any Hazardous Materials Law. (c) The County has the right to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials Claims and to have its reasonable attorneys' fees in connection therewith paid by Grantee. Grantee shall indemnify and hold harmless the County and its board members, supervisors, directors, officers, employees, agents, successors and assigns from and against any loss, damage, cost, expense or liability directly or indirectly arising out of or attributable to the use, generation, storage, release, threatened release, discharge, disposal, or presence of Hazardous Materials on, under, or about the Property including without limitation: (i) all foreseeable consequential damages; (ii) the costs of any required or necessary repair, cleanup or detoxification of the Property and the preparation and implementation of any closure, remedial or other required plans; and (iii) all reasonable costs and expenses incurred by the County in connection with clauses (i) and (ii), including but not limited to reasonable attorneys' fees and consultant's fees. This indemnification applies whether or not any government agency has issued a cleanup order.

Losses, claims, costs, suits, liability, and expenses covered by this indemnification provision include, but are not limited to: (1) losses attributable to diminution in the value of the Property; (2) loss or restriction of use of rentable space on the Property; (3) adverse effect on the marketing of any rental space on the Property; and (4) penalties and fines levied by, and remedial or enforcement actions of any kind issued by any regulatory agency (including but not limited to the costs of any required testing, remediation, repair, removal, cleanup or detoxification of the Packet Page. 549
1610\01\3695729.3 25
Property and surrounding properties). This obligation to indemnify will survive termination of this Agreement.
(d) Without prior written notice, Grantee may not take any remedial action in response to the presence of any Hazardous Materials on, under or about the Property, nor enter into any settlement agreement, consent decree, or other compromise in respect to any Hazardous Material Claims, which remedial action, settlement, consent decree or compromise might impair the value of the County's security hereunder.
(e) Grantee hereby acknowledges and agrees that (i) this Section is intended as the County's written request for information (and Grantee's response) concerning the environmental condition of the Property as required by California Code of Civil Procedure Section 726.5, and (ii) each representation and warranty in this Agreement (together with any indemnity obligation applicable to a breach of any such representation and warranty) with respect to the environmental condition of the Property is intended by the Parties to be an "environmental provision" for purposes of California Code of Civil Procedure Section 736. (f) In the event that any portion of the Property is determined to be "environmentally impaired" (as that term is defined in California Code of Civil Procedure Section 726.5(e)(3)) or to be an "affected parcel" (as that term is defined in California Code of Civil Procedure Section 726.5(e)(1) and Grantee is in default of its obligations to the County, then, without otherwise limiting or in any way affecting the County's or the trustee's rights and remedies, the County may elect to exercise its rights under California Code of Civil Procedure Section 726.5(a) to (1) waive its lien on such environmentally impaired or affected portion of the Property and (2) exercise (a) the rights and remedies of an unsecured creditor, including reduction of its claim against Grantee to judgment, and (b) any other rights and remedies permitted by law. For purposes of determining the County's right to proceed as an unsecured creditor under California Code of Civil Procedure Section 726.5(a), Grantee will be deemed to have willfully permitted or acquiesced in a release or threatened release of hazardous materials, within the meaning of California Code of Civil Procedure Section 726.5(d)(1), if the release or threatened release of hazardous materials was knowingly or negligently caused or contributed to by any lessee, occupant, or user of any portion of the Property and Grantee knew or should have known of the activity by such lessee, occupant, or user that caused or contributed to the release or threatened release. All costs and expenses, including (but not limited to) attorneys' fees and other professional service fees and costs, incurred by the County in connection with any action commenced under this paragraph, including any action required by California Code of Civil Procedure Section 726.5(b) to determine the degree to which the Property is environmentally impaired, plus interest thereon at the lesser of ten percent (10%) or the maximum rate permitted by law, until paid, will be payable to the County upon its demand made at any time following the conclusion of such action.

Section 4.12 Maintenance and Damage.

During the course of construction, Grantee shall maintain the Property in good repair and in a neat, clean and orderly condition. If there arises a condition in contravention of this requirement, and if Grantee has not cured such condition within thirty (30) days after receiving a County notice of such a condition, then the County may pursue any remedy at law or equity.

Packet Page. 550
1610\01\3695729.3 26
ARTICLE 5. REPRESENTATIONS AND

WARRANTIES
Section 5.1 Representations and Warranties Grantee.Grantee hereby represents and warrants to the County as follows:
(a) Organization. Grantee is a duly organized, validly existing California charter city and has the power and authority to own its property and carry on its business as now being conducted.
(b) Authority of Grantee. Grantee has full power and authority to execute and deliver this Agreement and to make and accept the Grant Funds contemplated hereunder, and to perform and observe the terms and provisions of all of the Agreement. (c) Authority of Persons Executing Documents. This Agreement and all other documents or instruments executed and delivered, or to be executed and delivered, pursuant to this Agreement have been executed and delivered by persons who are duly authorized to execute and deliver the same for and on behalf of Grantee, and all actions required under Grantee's organizational documents and applicable governing law for the authorization, execution, delivery and performance of this Agreement and all other documents or instruments executed and delivered, or to be executed and delivered, pursuant to this Agreement, have been duly taken. (d) Valid Binding Agreements. This Agreement and all other documents or instruments which have been executed and delivered pursuant to or in connection with this Agreement constitute or, if not yet executed or delivered, will when so executed and delivered constitute, legal, valid and binding obligations of Grantee enforceable against it in accordance with their respective terms.
(e) No Breach of Law or Agreement. Neither the execution nor delivery of this Agreement or of any other documents or instruments executed and delivered, or to be executed or delivered, pursuant to this Agreement, nor the performance of any provision, condition, covenant or other term hereof or thereof, will conflict with or result in a breach of any statute, rule or regulation, or any judgment, decree or order of any court, board, commission or agency whatsoever binding on Grantee, or any provision of the organizational documents of Grantee, or will conflict with or constitute a breach of or a default under any agreement to which Grantee is a party, or will result in the creation or imposition of any lien upon any assets or property of Grantee, other than liens established pursuant hereto. (f) Compliance with Laws; Consents and Approvals. The construction and operation of the Housing Improvements will comply with all applicable laws, ordinances, rules and regulations of federal, state and local governments and agencies and with all applicable directions, rules and regulations of the fire marshal, health officer, building inspector and other officers of any such government or agency.
(g) Pending Proceedings. Grantee is not in default under any law or regulation or under any order of any court, board, commission or agency whatsoever, and there Packet Page. 551
1610\01\3695729.3 27
are no claims, actions, suits or proceedings pending or, to the knowledge of Grantee, threatened against or affecting Grantee or the Property, at law or in equity, before or by any court, board, commission or agency whatsoever which might, if determined adversely to Grantee, materially affect Grantee's ability to comply with the terms of this Agreement. (h) Financial Statements. The financial statements of Grantee and other financial data and information furnished by Grantee to the County fairly present the information contained therein. As of the date of this Agreement, there has not been any adverse, material change in the financial condition of Grantee from that shown by such financial statements and other data and information.
(i) Sufficient Funds. Grantee holds sufficient funds and/or binding commitments for sufficient funds to complete the Scope of Work for the Housing Improvements and to operate the Housing Improvements for the Term.

ARTICLE 6. DEFAULT AND REMEDIES
Section 6.1 Events of Default. Each of the following shall constitute a "Default" by Grantee under this Agreement:Failure to Comply with Regulatory Agreement. Failure of Grantee to comply with the Regulatory Agreement, subject to all applicable notice and cure rights provided therein.
(b) Breach of Covenants. Failure by Grantee to duly perform, comply with, or observe any of the conditions, terms, or covenants of this Agreement, and such failure having continued uncured for thirty (30) days after receipt of written notice thereof from the County to the Grantee, or if the breach cannot be cured within thirty (30) days, the Grantee shall not be in breach so long as Grantee is diligently undertaking to cure such breach and such breach is cured within ninety (90) days; provided, however, that if a different period or notice requirement is specified under any other section of this Article 6, the specific provisions shall control. (c) Insolvency. A court having jurisdiction shall have made or entered any decree or order: (1) adjudging Grantee to be bankrupt or insolvent; (2) approving as properly filed a petition seeking reorganization of Grantee or seeking any arrangement for Grantee under the bankruptcy law or any other applicable debtor's relief law or statute of the United States or any state or other jurisdiction; (3) appointing a receiver, trustee, liquidator, or assignee of Grantee in bankruptcy or insolvency or for any of their properties; or (4) directing the winding up or liquidation of Grantee if any such decree or order described in clauses (1) to (4), inclusive, shall have continued unstayed or undischarged for a period of ninety (90) days; or Grantee shall have admitted in writing its inability to pay its debts as they fall due or shall have voluntarily submitted to or filed a petition seeking any decree or order of the nature described in clauses (1) to (4), inclusive.Assignment; Attachment. Grantee shall have assigned its assets for the benefit of its creditors or suffered a sequestration or attachment of or execution on any substantial part of its property, unless the property so assigned, sequestered, attached or executed upon shall have been returned or released within ninety (90) days after such event or, if sooner, prior to sale pursuant to such sequestration, attachment, or execution.

Packet Page. 552
1610\01\3695729.3 28
(e) Suspension; Termination. Grantee shall have voluntarily suspended its business.
(f) Liens on Property. There shall be filed any claim of lien (other than liens identified the Financing Budget) against the Housing Improvements, the Property, or any part thereof, or any interest or right made appurtenant thereto and the continued maintenance of said claim of lien or notice to withhold for a period of twenty (20) days, without discharge or satisfaction thereof or provision therefor (including, without limitation, the posting of bonds) satisfactory to County.
(g) Condemnation. The condemnation, seizure, or appropriation of all or the substantial part of the Property or the Housing Improvements, by an entity other than the County. (h) Unauthorized Transfer. Any Transfer other than as permitted by Section 4.9.
(i) Representation or Warranty Incorrect. Any Grantee representation or warranty contained in this Agreement, or in any application, financial statement, certificate, or report submitted to the County in connection with this Agreement, proving to have been incorrect in any material respect when made and having a material adverse effect on the Housing Improvements.

Section 6.2 Remedies.

The occurrence of any Default hereunder following the expiration of all applicable notice and cure periods will, either at the option of the County or automatically where so specified, relieve the County of any obligation to make or continue the County Grant and shall give the County the right to proceed with any and all remedies in law or equity, including suit for recovery of any Grant funds which Grantee has not utilized in compliance with this Agreement:
(a) Repayment of Grant. The County may demand Grantee repay the County any portion of the County Grant not previously forgiven pursuant to Section 2.3 above, together with any accrued interest thereon, to become immediately due and payable. Grantee is liable to pay the County on demand all reasonable expenses, costs and fees (including, without limitation, reasonable attorney's fees) paid or incurred by the County in connection with the repayment of the County Grant which shall be a part of the Secured Obligation enforced only by foreclosure under the County Grant Deed of Trust.
(b) Specific Performance. The County has the right to mandamus or other suit, action or proceeding at law or in equity to require Grantee to perform its obligations and covenants under this Agreement and the Regulatory Agreement or to enjoin acts on things that may be unlawful or in violation of the provisions of this Agreement.

Section 6.3 Right of Contest.

Packet Page. 553
1610\01\3695729.3 29
Grantee shall have the right to contest in good faith any claim, demand, levy, or assessment the assertion of which would constitute a Default hereunder. Any such contest shall be prosecuted diligently and in a manner unprejudicial to the County or the rights of the County hereunder.

Section 6.4 Remedies Cumulative.

No right, power, or remedy given to the County by the terms of this Agreement is intended to be exclusive of any other right, power, or remedy; and each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy given to the County by the terms of any such instrument, or by any statute or otherwise against Grantee and any other person. Neither the failure nor any delay on the part of the County to exercise any such rights and remedies shall operate as a waiver thereof, nor shall any single or partial exercise by the County of any such right or remedy preclude any other or further exercise of such right or remedy, or any other right or remedy.

ARTICLE 7. GENERAL PROVISIONS
Section 7.1 Relationship of Parties.

Nothing contained in this Agreement shall be interpreted or understood by any of the Parties, or by any third persons, as creating the relationship of employer and employee, principal and agent, limited or general partnership, or joint venture between the County and Grantee or its agents, employees or contractors, and Grantee shall at all times be deemed an independent contractor and shall be wholly responsible for the manner in which it or its agents, or both, perform the services required of it by the terms of this Agreement. Grantee has and retains the right to exercise full control of employment, direction, compensation, and discharge of all persons assisting in the performance of services under the Agreement. Grantee shall be solely responsible for all matters relating to payment of its employees, including compliance with Social Security, withholding, and all other laws and regulations governing such matters, and shall include requirements in each contract that contractors shall be solely responsible for similar matters relating to their employees. Grantee shall be solely responsible for its own acts and those of its agents and employees.

Section 7.2 No Claims.

Nothing contained in this Agreement shall create or justify any claim against the County by any person that Grantee may have employed or with whom Grantee may have contracted relative to the purchase of materials, supplies or equipment, or the furnishing or the performance of any work or services with respect to the operation of the Housing Improvements and Grantee shall include similar requirements in any contracts entered into for the operation of the Housing Improvements.

Section 7.3 Amendments.

Packet Page. 554
1610\01\3695729.3 30
No alteration or variation of the terms of this Agreement shall be valid unless made in writing and executed by the Parties. Any material change in the amount or terms of this Agreement must be approved by Board of Supervisors.

Section 7.4 Indemnification.

The Grantee agrees to indemnify, defend (with counsel reasonably approved by the County) and hold harmless the County and its authorized officers, employees, agents, and volunteers ("County Indemnitees") from any and all claims, actions, losses, damages, and/or liability arising out of this Agreement from any cause whatsoever, including the acts, errors, or omissions of any person and for any costs or expenses incurred by the County on account of any claim except where such indemnification is prohibited by law. This indemnification provision shall apply regardless of the existence or degree of fault of County Indemnitees. The Grantee's indemnification obligation applies to County Indemnitees' active as well as passive negligence but does not apply to the County Indemnitees' sole negligence or willful misconduct within the meaning of Civil Code Section 2782. The provisions of this Section shall survive the expiration of this Agreement and the provisions of this section shall remain in full force and effect.

Section 7.5 Non-Liability of County Officials, Employees and Agents.

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

Section 7.6 No Third Party Beneficiaries.

There shall be no third party beneficiaries to this Agreement.

Section 7.7 Discretion Retained By City.

The City's execution of this Agreement in no way limits the discretion of the City in the permit and approval process.

Section 7.8 Conflict of Interest.

In accordance with California Government Code Section 1090 and the Political Reform Act, California Government Code section 87100 et seq., no person who is a director, officer, partner, trustee or employee or consultant of Grantee, or immediate family member of any of the preceding, may make or participate in a decision, made by the County or a County board, commission or committee, if it is reasonably foreseeable that the decision will have a material effect on any source of income, investment or interest in real property of that person or Grantee.

Interpretation of this section is governed by the definitions and provisions used in the Political Reform Act, California Government Code Section 87100 et seq., its implementing regulations manual and codes, and California Government Code Section 1090.

Section 7.9 Notices, Demands and Communications.

Packet Page. 555
1610\01\3695729.3 31
Formal notices, demands, and communications between the Parties shall be sufficiently given if and shall not be deemed given unless dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered by express delivery service, return receipt requested, or delivered personally, to the principal office of the Parties as follows:

County: Community Development and Housing Department
San Bernardino County
560 E. Hospitality Lane, Suite 200
San Bernardino, CA 92415-0043
Attn: Community Development and Housing Director
with copy to: Goldfarb & Lipman, LLP
1300 Clay Street, 11th Floor
Oakland, CA 94612
Attn: Rafael Yaquian
Grantee: City of San Bernardino
290 North D Street
San Bernardino, CA 92401
Attn: Charles Montoya, City Manager
with copy to: Office of City Attorney
290 North D Street, Third Floor
San Bernardino, CA 92401
Attn: Sonia R. Carvalho, City Attorney
Such written notices, demands and communications may be sent in the same manner to such other addresses as the affected Party may from time to time designate by mail as provided in this Section. Receipt shall be deemed to have occurred on the date shown on a written receipt as the date of delivery or refusal of delivery (or attempted delivery if undeliverable).

Section 7.10 Applicable Law and Venue.

This Agreement shall be governed by the laws of the State of California and venued in San Bernardino County, California. Each party waives any law, statute (including, but not limited to, Code of Civil Procedure section 394), or rule of court that would allow them to request or demand a change of venue. If any third party brings an action or claims concerning the Agreement, the parties hereto agree to use their best efforts to obtain a change of venue to the Superior Court of California, County of San Bernardino.

Section 7.11 Parties Bound.

Except as otherwise limited herein, the provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their heirs, executors, administrators, legal representatives, successors, and assigns. This Agreement is intended to run with the land and shall bind Grantee and its successors and assigns in the Property and the Housing Improvements Packet Page. 556
1610\01\3695729.3 32
for the entire Term, and the benefit hereof shall inure to the benefit of County and its successors and assigns.

Section 7.12 Attorneys' Fees.

In the event that any party to this Agreement brings an action to interpret or enforce its rights under this Agreement, each party, including the prevailing party in such action, shall bear its own costs and expenses, including reasonable attorneys' fees in such action.

Section 7.13 Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the Parties have been materially altered or abridged by such invalidation, voiding or unenforceability. The Parties to this Agreement, and their counsel, have read and reviewed this Agreement and agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party (including, but not limited to, Civil Code Section 1654) shall not apply to this Agreement.

Section 7.14 Force Majeure.

In addition to specific provisions of this Agreement, performance by either Party shall not be deemed to be in default where delays or defaults are due to war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; quarantine restrictions; or court order; or any other similar causes beyond the control or without the fault of the Party claiming an extension of time to perform. An extension of time for any cause will be deemed granted if notice by the Party claiming such extension is sent to the other within ten (10) days from the commencement of the cause and such extension of time is not rejected in writing by the other Party within ten (10) days of receipt of the notice. In no event shall the County be required to agree to cumulative delays in excess of one hundred eighty (180) days.

Section 7.15 County Approval.

Whenever this Agreement calls for County approval, consent, or waiver, the written approval, consent, or waiver of the County Chief Executive Officer shall constitute the approval, consent, or waiver of the County, without further authorization required from the County Board of Supervisors. The County hereby authorizes the County Chief Executive Officer, or the designee of the County Chief Executive Officer, to deliver such approvals or consents as are required by this Agreement, or to waive requirements under this Agreement, on behalf of the County. Any consents or approvals required under this Agreement shall not be unreasonably withheld or made, except where it is specifically provided that a sole discretion standard applies.

The County Chief Executive Officer, or the designee of the County Chief Executive Officer, is also hereby authorized to approve, on behalf of the County, requests by Grantee for reasonable extensions of time deadlines set forth in this Agreement. The County shall not unreasonably delay in reviewing and approving or disapproving any proposal by Grantee made in connection with this Agreement.

Packet Page. 557
1610\01\3695729.3 33
Section 7.16 Waivers.

Any waiver by the County of any obligation or condition in this Agreement must be in writing. No waiver will be implied from any delay or failure by the County to take action on any breach or default of Grantee or to pursue any remedy allowed under this Agreement or applicable law. Any extension of time granted to Grantee to perform any obligation under this Agreement shall not operate as a waiver or release from any of its obligations under this Agreement. Consent by the County to any act or omission by Grantee shall not be construed to be a consent to any other or subsequent act or omission or to waive the requirement for the County's written consent to future waivers.

Section 7.17 Title of Parts and Sections.

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

Section 7.18 Entire Understanding of the Parties.

This Agreement constitutes the entire understanding and agreement of the Parties with respect to the County Grant.

Section 7.19 Multiple Originals; Counterparts.

This Agreement may be executed in multiple originals including electronic counterparts (such as facsimile or .pdf), each of which is deemed to be an original, and may be signed in counterparts, and all of which taken together shall constitute one agreement binding on all parties hereto, notwithstanding that all of the parties shall not have signed the same counterpart. [Signature Page(s) Follow(s).]
Packet Page. 558
County Grant Agreement
Signature Page
1610\01\3695729.3
S-1
WHEREAS, this Agreement has been entered into by the undersigned as of Effective Date.

GRANTEE:

City of San Bernardino, a California charter city
By: ________________________________
Rochelle Clayton, Acting City Manager
Date: _________________________________
Packet Page. 559
County Grant Agreement
Signature Page
1610\01\3695729.3
S-2
COUNTY:

SAN BERNARDINO COUNTY, a political subdivision of the
State of California
By: ________________________________
Dawn Rowe, Chairperson Board of Supervisors

SIGNED AND CERTIFIED THAT A COPY OF THIS DOCUMENT HAS BEEN

DELIVERED TO THE CHAIR OF THE BOARD

LYNNA MONELL
Clerk of the Board of Supervisors
of the County of San Bernardino
By: ________________________________
Deputy
APPROVED AS TO LEGAL FORM:

TOM BUNTON
County Counsel
By: _______________________
Suzanne Bryant, Deputy County Counsel
Packet Page. 560
A-1
1610\01\3695729.3

EXHIBIT A

LEGAL DESCRIPTION
All that certain real property situated in the County of San Bernardino, State of California, described as follows:

LOT 4 AND THE EAST 10 ACRES OF LOT 5, BLOCK 43, RANCHO SAN

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

BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 7, PAGE 2 OF MAPS, IN THE OFFICE OF THE RECORDER OF SAID COUNTY.

EXCEPTING THEREFROM ANY MOBILE HOME LOCATED THEREON.

APN: 0278-191-30-0-000
Packet Page. 561
B-1
1610\01\3695729.3

EXHIBIT B

FINANCING BUDGET
$29,000,000
Status Amount Expenditure Deadline
Committed $1,901,365 4/1/2025
Committed $12,450,000 12/31/2026
Reallocation $4,500,000 12/31/2026
Committed $4,299,671 9/1/2030
San Bernardino County Pledged $3,000,000 TBD
Pledged $808,385 6/30/2026
Pledged $2,120,000 TBD
TOTAL $29,079,421
HHAP 3
Hospital/HMO Funding
ARPA (City)
ARPA (City)
Home-ARP
Estimated Construction Project Cost Assumptions as of 8/19/24 Construction Funding Sources
Source
CDBG
City of San Bernardino Navigation Center Project
Project Name: SB HOPE Campus
Project Address: 796 6th Street San Bernardino, CA
Project Description:
200 Bed, Low Barrier, Non-Congregate Campus for Men,
Women and Couples; including wrap around services
Packet Page. 562
B-2
1610\01\3695729.3
Packet Page. 563
C-1
1610\01\3695729.3

EXHIBIT C

SCOPE OF WORK
Project Site, Scope and Program Description
Project Location:

The SB HOPE Campus Project is located at 796 E. 6th Street in the central portion of the City of San Bernardino, in San Bernardino County, CA. The Project Site consists of a portion of a larger parcel (Assessor’s Parcel Number 027-819-130). The Project Site is L-shaped and is approximately 2.5 acres in size.

The Project Site is bounded by Palm Field Park to the west and north, community gardens to the north, a youth social service organization to the east, and a vacant field and solar panel array across 6th Street to the south. A regional location map and Project vicinity map are provided respectively as Figure 1 and Figure 2. As shown in the Existing Site Plan (Figure 3), the existing School of Hope campus consists of five buildings: an art studio and workshop building (Building 1), an administration building (Building 2), a classroom building (Building 3), and two storage buildings (Building 4 and Building 5) and a metal roof canopy, impervious surfaces throughout the campus, and pervious surfaces within the western, northern, central, and southern portions of the campus. There is an additional canopy, not shown in Figure 3, immediately south of the storage building (Building 5).

Description of the Proposed Project [24 CFR 50.12 & 58.32; 40 CFR 1508.25]:

The Proposed Project involves demolishing all existing structure and developing a homeless navigation facility to provide low barrier, congregate and non-congregate interim housing and supportive services for homeless individuals and households at risk of becoming homeless. The Modular manufacture will provide in-house or subcontract with an Architect to coordinate with Civil, MEP and structural consultants to deliver full project CD Package for submission to both city and State for review and approval to develop SB Hope Navigation Center.

The Scope of the Project:
▪ 180 congregant sleeping spaces includes beds with storage spaces underneath the beds.

Sixteen of these sleeping spaces should Americans with Disabilities Act (ADA) accessible, ensuring accessibility for future residents with disabilities. ▪ Community restroom and showers (Male, Female, Independent Gender Neutral or Family Restrooms with toilets and showers).
▪ 20 independent sleeping pods with an attached restroom (can be located separate area on the site if needed).
▪ Operator & Recuperative Care Area (separate from City Outreach and hub) that includes 12 work stations for drop-in work, 4- single management offices, 1 in-take office by front Packet Page. 564
C-2
1610\01\3695729.3
the door (include secondary egress), two recuperative care medical office spaces with sink and reception area with panel/acrylic guard
▪ City HUB/ Substation: 4-5 workstation and 1 office for outreach personnel. ▪ Laundry Facility to accommodate 6 Speed-Queen Stackable ▪ Covered Solar Parking to meet parking requirement and EV charger. Parking lot circulation should consider ADA and Access van.
▪ Covered dog kennel and small dogs run accommodate 10 dogs including access to water, fans and heaters.
▪ Also, all fire sprinklers, and heating, ventilation, and air conditioning (HVAC) systems. ▪ The Proposed Project would also include a cafeteria with a fully equipped commercial kitchen able to serve 120 residents per meal. The cafeteria would also serve as an assembly area and would include moveable dividers to divide the cafeteria into four smaller areas for activities.
▪ The Project would also include Wi-Fi access, outdoor furniture, way-finding signage, landscaping, a waste enclosure (for trash, recycling, and organic waste), outdoor heating rooms for pest/ bed bugs remediation and a bicycle storage area.

Packet Page. 565
C-3
1610\01\3695729.3
Packet Page. 566
C-4
1610\01\3695729.3
****All existing structures depicted above are to be demolished.

Packet Page. 567
D-1
1610\01\3695729.3

EXHIBIT D

REVOCABLE GRANT DEED OF TRUST
Packet Page. 568
E-1
1610\01\3695729.3

EXHIBIT E

REGULATORY AGREEMENT
Packet Page. 569
F-1
1610\01\3695729.3

EXHIBIT F

SCHEDULE OF PERFORMANCE
[CITY NEEDS TO PROVIDE UPDATED SOP]
This Schedule of Performance summarizes the schedule for various activities under the Grant Agreement to which this exhibit is attached. The description of items in this Schedule of Performance is meant to be descriptive only and shall not be deemed to modify in any way the provisions of the Agreement to which such items relate. Times for performance are subject to Force Majeure, as further provided in Section 7.14 of the Agreement.

Whenever this Schedule of Performance requires the submission of plans or other documents at a specific time, such plans or other documents, as submitted, shall be complete and adequate for review by the County or other applicable governmental entity within the time set forth herein. Prior to the time set forth for each particular submission, the Grantee shall consult with County staff informally as necessary concerning such submission in order to assure that such submission will be complete and in a proper form within the time for submission set forth herein.

Items in the Schedule of Performance required to be completed or waived by the Close of Escrow will be deemed satisfied or waived and evidenced by the County authorizing the Close of Escrow.

Item Obligation/Duty Date of Completion

1. Submission of Organizational Documents.

Grantee has delivered to the County a copy of
Grantee's City Council resolution authorizing
Grantee's execution of this Agreement and the
transactions contemplated by this Agreement
On or before _____ __, 2024.

2. Land Use Entitlements.

Grantee shall obtain the land use entitlements and
all permits and approvals for the necessary for the
completion of the Scope of Work.

No later than _____________

3. Submission of Proof of Insurance.

Grantee must furnish to County proof of insurance
required under §4.10
No later than _____________

4. Submission of Construction Bonds.

Grantee shall obtain and submit proof of labor and
material bond and performance and payment bond
for Scope of Work.

Not later than seven (7) days
prior to the proposed
Commencement of
Construction.

5. Submission of Construction Contract.

Grantee shall submit proposed Construction
Contract for the Scope of Work.

Not later than seven (7) days
prior to the proposed
Commencement of
Packet Page. 570
F-2
1610\01\3695729.3
Construction of Scope of
Work.

6. Commence Construction.

Grantee shall commence construction of the Scope
of Work.
_______, but in no event any
later than ____ months from
the Effective Date of this
Agreement.

7. Completion of Construction.

Grantee shall diligently complete construction of
the Scope of Work.

No later than
_____________,
approximately within ___(__)
months from construction
commencement of the Scope
of Work but no later than
December 31, 2025

8. Certificate of Occupancy. City issues Certificate
of Occupancy.

Within 5 business days of
completion of construction
for the Scope of Work and
inspection by the City's
Building Official or designee

9. Prevailing Wages. To the extent applicable the
Grantee has submitted copies of all certified
payrolls to the County, and any identified payment
issues have been resolved, or Grantee is working
diligently to resolve any such issues.

Within ninety (90) days of
completion of construction of
the Scope of Work and
issuance of Certificate of
Occupancy.

Packet Page. 571
1610\01\3695725.1
[INSERT COUNTY COVER PAGE]
Packet Page. 572
1 1610\01\3695725.1
________________________________________________________________________

REVOCABLE GRANT DEED OF TRUST
(San Bernardino HOPE Campus Navigation Center)
THIS REVOCABLE GRANT DEED OF TRUST ("Deed of Trust") is made as of September __, 2024, by and among City of San Bernardino, a California charter city ("Trustor"), Commonwealth Land Title Company, a California corporation ("Trustee"), for the benefit of the San Bernardino County, a political subdivision of the State of California ("Beneficiary").

FOR GOOD AND VALUABLE CONSIDERATION, including the indebtedness herein recited and the trust herein created, the receipt of which is hereby acknowledged, Trustor hereby irrevocably grants, transfers, conveys and assigns to Trustee, IN TRUST, WITH POWER OF SALE, for the benefit and security of Beneficiary, under and subject to the terms and conditions hereinafter set forth, Trustor's fee interest in the property generally located 796 E. 6th Street, City of San Bernardino, San Bernardino County, State of California, that is described in the attached Exhibit A, incorporated herein by this reference (the "Property"), is herein referred to as the "Security." To have and to hold the Security together with acquittances to the Trustee, its successors and assigns forever.

FOR THE PURPOSE OF SECURING THE FOLLOWING OBLIGATIONS
(collectively, the "Secured Obligations"):
(a) Payment to Beneficiary of all sums at any time owing under or in connection with the Revocable Grant Agreement and any other amounts owing under the Regulatory Agreement or this Deed of Trust (collectively, the "Revocable Grant Documents"). Said County Grant and other payments shall be due and payable as provided in the Revocable Grant Agreement or other Revocable Grant Documents, as applicable. The Revocable Grant Agreement and all its terms are incorporated herein by reference, and this conveyance shall secure any and all extensions thereof, however evidenced; and
(b) Payment of any sums advanced by Beneficiary to protect the Security pursuant to the terms and provisions of this Deed of Trust following a breach of Trustor's obligation to advance said sums and the expiration of any applicable cure period, with interest thereon as provided herein; and
(c) Performance of every obligation, covenant or agreement of Trustor contained herein and in the Regulatory Agreement and Declaration of Restrictive Covenants of even date herewith, between the Beneficiary and Trustor, recorded against the Property.

To protect the security of this deed of trust, trustor covenants and agrees: By the execution and delivery of this Deed of Trust that Trustor will observe and perform said provisions and the provisions (1) to (14), inclusive (set forth in Exhibit B), of the fictitious deed of trust recorded in San Bernardino County on October 23, 1961, in Book Packet Page. 573
2 1610\01\3695725.1
5567 Page 61, which provisions are incorporated herein and made apart hereof as fully as though set forth herein at length; that Trustor will observe and perform said provisions; and that the references to property, obligations and parties in said provisions shall be construed to refer to the property, obligations, and parties set forth in this Deed of Trust.

The undersigned Trustor requests that a copy of any Notice of Default and of any Notice of Sale hereunder be mailed to it at its address. [Signature Page Follows]
Packet Page. 574
1 1610\01\3695725.1
IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the first date written above.

TRUSTOR:

City of San Bernardino, a California charter city
By: _________________________________
Rochelle Clayton, Acting City Manager
Date: _________________________________
Packet Page. 575
1610\01\3695725.1

STATE OF CALIFORNIA )
)
COUNTY OF __________________ )
On ____________________, before me, ___________________________, Notary Public, personally appeared ______________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.
______________________________________
Name: ______________________________
Name: Notary Public
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

Packet Page. 576
1610\01\3695725.1 B-1

EXHIBIT A

LEGAL DESCRIPTION
All that certain real property situated in the County of San Bernardino, State of California, described as follows:

LOT 4 AND THE EAST 10 ACRES OF LOT 5, BLOCK 43, RANCHO SAN

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

BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 7, PAGE 2 OF MAPS, IN THE OFFICE OF THE RECORDER OF SAID COUNTY.

EXCEPTING THEREFROM ANY MOBILE HOME LOCATED THEREON.

APN: 0278-191-30-0-000
Packet Page. 577
1610\01\3695725.1 B-1

EXHIBIT B

FICTITIOUS DEED OF TRUST PROVISIONS
To Protect the Security of This Deed of Trust, Trustor Agrees:

C.1 To keep said property in good condition and repair; not to remove or demolish any building thereon; to complete or restore promptly in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor; to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon: not to commit or permit waste thereof; not to commit, suffer or permit any act upon said property in violation of law; to cultivate, irrigate, fertilize, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general.

C.2 To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. Subject to Exhibit B, the amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default hereunder or invalidated any act done pursuant to such notice.

C.3 To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorney’s fees in a reasonable sum, in any such actions or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed of Trust.

C.4 To pay: at least ten days before delinquency all taxes and assessments affecting said property; when due, all encumbrances, charges and liens with interest, on said property or any part thereof, which appear to be prior or superior hereto; all costs, fees and expenses of this Deed of Trust.

Should Trustor fail to make any payment or to do any act as herein provided, the Beneficiary or Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, but subject to any applicable notice and cure rights herein or in the Loan Documents, may: make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior to or superior hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees.

Packet Page. 578
1610\01\3695725.1 B-2
C.5 To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of expenditure at amount allowed by law in effect at the date hereof, and to pay for any statement provided for by law in effect at the date hereof regarding the obligation secured hereby any amount demanded by the Beneficiary not to exceed the maximum allowed by law at the time when said statement is demanded.

C.6 That any award of damages in connection with any condemnation for public use or injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him/her them in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance.

C.7 That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive its right either to require prompt payment when due all other sums so secured or to declare default for failure so to pay.

C.8 That at any time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed of Trust and said Note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may; reconvey any part of said property, consent to the making of any map or plat thereof; join in granting any easement thereon, or join in any extension agreement or any agreement subordinating the lien or charge hereof.

C.9 That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed of Trust and said Note to Trustee for cancellation and retention and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as "the person or persons legally entitled thereto." Five years after issuance of such full reconveyance, Trustee may destroy this document (unless directed in such request to retain it).

C.10 That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to adequacy of any security for the indebtedness hereby secured enter upon and take possession of said property or any part thereof, in his/her/their own name sue for or otherwise collect such rents, issues and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney's fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice.

Packet Page. 579
1610\01\3695725.1 B-3
C.11 That upon default by trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed of Trust, said Note and all documents evidencing expenditures secured hereby.

After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of said property by public announcement at such time and place of sale and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters of facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at such sale.

After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of all sums expended under the terms hereof, not the repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto.

C.12 Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed of Trust is recorded and the name and address of the new Trustee.

C.13 That this Deed of Trust applies to inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term Beneficiary shall mean the owner and holder, including pledgees, of the Note secured hereby, whether or not named as Beneficiary herein. In this Deed of Trust, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural.

C.14 That Trustee accepts this Deed of Trust when this Deed of Trust, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify Packet Page. 580
1610\01\3695725.1 B-4
any party hereto of pending sale under any other deed of trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee.

Packet Page. 581
1610\01\3695726.2
[Attach Recorder's Cover Sheet]

REGULATORY AGREEMENT AND

DECLARATION OF RESTRICTIVE COVENANTS
(San Bernardino Navigation Center)
Packet Page. 582
Packet Page. 583
1 1610\01\3695726.2

REGULATORY AGREEMENT AND

DECLARATION OF RESTRICTIVE COVENANTS
(San Bernardino HOPE Campus Navigation Center)
This Regulatory Agreement and Declaration of Restrictive Covenants (the "Agreement") is dated as of September __, 2024 ("Effective Date"), and is made and recorded by and between the San Bernardino County, a political subdivision of the State of California (the "County") and the City of San Bernardino, a California charter city (the "Grantee").

RECITALS
A. Capitalized terms used but not defined in these recitals are as defined in Article 1 of this Agreement.

B. Grantee and County are parties to that certain Revocable Grant Agreement, of even date herewith, under which the County agreed to provide Grantee a grant of Three Million Dollars ($3,000,000) (the "County Grant") to fund the development of the specified real property described below for the purposes of increasing the community's supply of affordable housing.

C. The Grantee owns that certain real property located at 796 E. 6th Street, City of San Bernardino, San Bernardino County, State of California, as further described on the attached Exhibit A incorporated herein (the "Property"). The Grantee intends to convert the Property to a a 200-bed housing-first, low-barrier, non-congregate navigation center for individuals and families who are experiencing homelessness or who are at risk of homelessness (the "Housing Improvements"). The Housing Improvements and the Property are referred to as the "Project." NOW, THEREFORE, in consideration of the foregoing recitals, incorporated herein by this reference, and the covenants and promises contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Grantee declares as follows:

ARTICLE 1

DEFINITIONS
Section 1.1 Definitions.

When used in this Agreement, the following terms have the following meanings:
(a) "Agreement" means this Regulatory Agreement and Declaration of Restrictive Covenants.
(b) "County Grant" has the meaning set forth in Recital B, above. (c) "Beds" means the two hundred (200) beds, which are designated to and restricted for occupancy by Eligible Participants.
(d) "Eligible Participants" means either At Risk of Homelessness Households or Homeless Households, referred by the County's Office of Homeless Services Packet Page. 584
2 1610\01\3695726.2
(OHS) through the Coordinated Entry System (CES) to Grantee. All those participating with CES will need to apply to participate in the Homeless Management Information System (HMIS). (e) "Homeless Household" means housing for individuals and families who are experiencing homelessness, as defined in Section 578.3 of Title 24 of the Code of Federal Regulation.
(f) "Housing First" has the meaning set forth in Section 8255 of the Welfare and Institutions Code.
(g) "HUD" means the United States Department of Housing and Urban Development.
(h) "Low-Barrier" means best practices to reduce barriers to entry including, but not limited to: (1) the presence of partners if it is not a population-specific site, such as for survivors of domestic violence or sexual assult, women, or youth; (2) allows pets; (3) provides space for the storage of possessions; or (4) provides privacy, such as partitions around beds in a dormitory setting or in larger rooms containing more than two beds, or private rooms. (i) "Low Barrier Navigation Center" means a facility a Housing First, low-barrier, service-enriched shelter focused on moving people into permanent housing that provides temporary living facilities while case managers connect individuals experiencing homelessness to income, public benefits, health services, shelter, where the participant is not required to pay toward the cost of housing and which does not require occupants to sign leases or occupancy agreements.
(j) "Revocable Grant Deed of Trust" means that certain Deed of Trust with Assignment of Rents, Security Agreement, and Fixture Filing, of even date herewith, among Grantee, as Trustor, First American Title Insurance Company, as trustee, and the County, as beneficiary, that will encumber the Property to secure performance of the covenants of the Regulatory Agreement and the Revocable Grant Agreement. (k) "Term" means the term of this Agreement which commences as of the Completion Date and ends ten (10) years thereafter, which is expected to terminate October 1, 20__.

ARTICLE 2

AFFORDABILITY AND OCCUPANCY COVENANTS
Section 2.1 Occupancy Requirements.

During the entire Term, two hundred (200) beds in the Project will be occupied by, or, if vacant, available for occupancy by, Eligible Participants consistent with the terms of this Agreement and in accordance with Housing First and Low Barrier principles. This is an approach that offers shelter beds with the goal of finding permanent, affordable housing as quickly as possible for individuals and families experiencing homelessness, and then provides Packet Page. 585
3 1610\01\3695726.2
the supportive services and connections to the community-based supports people need to avoid returning to homelessness. The Project must align and comply with the core components of Housing First as defined in California Welfare and Institutions Code Section 8255(b).

Section 2.2 No Rent or Fees.
(a) Rent. During the entire Term, the Housing Improvements are designated as a Low Barrier Navigation Center and, as such, Grantee hereby agrees to provide the Housing Improvements to Eligible Participants at no cost to the occupants of the Housing Improvements.
(b) Fees. During the entire Term, the Grantee may not charge any fee to any occupant of the Housing Improvements for any housing or other services provided by Grantee.

Section 2.3 Accessibility.

The Project will be operated at all times in compliance with all applicable federal, state, and local disabled persons accessibility requirements. Grantee shall cause the Project to be operated at all times in compliance with the provisions of: (1) the Unruh Act; (2) the California Fair Employment and Housing Act; (3) Section 504 of the Rehabilitation Act of 1973; (4) the United States Fair Housing Act, as amended; and (5) the Americans With Disabilities Act of 1990, which relate to disabled persons access. Grantee shall indemnify, protect, hold harmless and defend (with counsel reasonably satisfactory to the County) the County, and its board members, officers and employees, from all suits, actions, claims, causes of action, costs, demands, judgments and liens arising out of Grantee's failure to comply with applicable legal requirements related to housing for persons with disabilities. The provisions of this subsection will survive expiration of the Term or other termination of this Agreement and remain in full force and effect.

Section 2.4 Referrals.
(a) The Grantee agrees that all Housing Improvements will be occupied by Eligible Participants through either City referrals or the CES referral process that currently coordinates with the County Continuum of Care. The City may refer individuals to the facility if they are entered into CES within 48 hours. All those participating with CES will need to apply to participate in the Homeless Management Information System (HMIS). Grantee shall provide the County, with the Grantee's written Eligible Participant selection plan (the "Tenant Selection Plan"). For the duration of the Term of this Agreement, Grantee will make the Beds in the Navigation Center available to Eligible Participants referred by the City or by the County in compliance with the CES referrals coordinated with the County Continuum of Care without further compensation.
(1) Grantee must work in collaboration with CES and County Continuum of Care to ensure the screening, assessment, and referral of Eligible Participants.

Packet Page. 586
4 1610\01\3695726.2
(2) Grantee agrees to receive referrals from CES prior to providing services with the exception of individuals receiving emergency assistance. In such cases, immediate services can be provided, but individuals and/or families must be referred by Grantee to CES for assessment and prioritization within seventy-two (72) hours. Grantee understands that individuals and/or families may not be referred to Grantee and may be referred to another service provider based upon the CES assessment.

Section 2.5 Reporting Requirements.

Grantee shall submit to the County: (a) not later than the forty-fifth (45th) day after the close of each calendar year, or such other date as may be requested by the County, a signed copy of the reporting information meeting the requirements set forth in the attached Exhibit B; and (b) within fifteen (15) days after receipt of a written request, any other information or completed forms requested by the County in order to comply with reporting requirements of HUD, the State of California, and the County, as applicable.

Section 2.6 Additional Information.

Grantee shall provide any additional information reasonably requested by the County if such information is required for reporting to an outside agency or the San Bernardino County Board of Supervisors.

Section 2.7 Services Plan.

The Grantee shall execute a contract with a qualified and competent organization with experience in providing on-site social services (“Service Provider”). The Grantee shall not be considered in default if the services described in the section are not provided due to lack of funding. Service Provider shall provide services to all occupants of the Housing Improvements (the "Social Services") if and when funding is obtained by the Grantee. Grantee or the Service Provider shall submit to the County a services plan which shall include written guidelines or procedures for providing the Social Services (the "Services Plan"), and a budget for the provision of Social Services (the "Services Budget") provided for informational purposes. For the entire Term of this Agreement, Service Provider shall provide the Social Services in accordance with the Services Plan and Services Budget as such may be amended at the Grantee's discretion.

ARTICLE 3

OPERATION OF THE DEVELOPMENT
Section 3.1 Use; Compliance with Standard Agreement.

During the Term, the Grantee shall at all times operate the Project as a Low Barrier Navigation Center and shall at all times provide up to two hundred (200) Beds, in compliance with the terms of this Agreement.

Section 3.2 Property Maintenance.
(a) Grantee shall maintain, for the entire Term of this Agreement, all interior and exterior improvements, including landscaping, on the Property in good condition and repair Packet Page. 587
5 1610\01\3695726.2
(and, as to landscaping, in a healthy condition) and in accordance with all applicable laws, rules, ordinances, orders and regulations of all federal, state, county, municipal, and other governmental agencies and bodies having or claiming jurisdiction and all their respective departments, bureaus, and officials, and in a decent, safe, sanitary condition and in good repair. (b) The County places prime importance on quality maintenance to protect its investment and to ensure that all County-assisted projects are not allowed to deteriorate due to below-average maintenance. Grantee shall make all repairs and replacements necessary to keep the improvements in good condition and repair.

Section 3.3 On-Site Inspections.

The County may perform, or cause to be performed, an on-site inspection of the Housing Improvements (subject to the rights of occupants) at least one (1) time per year upon twenty-four (24) hours' notice during normal business hours solely to monitor compliance with this Agreement. Grantee shall cooperate in making the Property available for such inspection.

Section 3.4 Taxes and Assessments.

As required and applicable, Grantee shall pay all real and personal property taxes, assessments and charges and all franchise, income, employment, old age benefit, withholding, sales, and other taxes assessed against it, or payable by it, at such times and in such manner as to prevent any penalty from accruing, or any lien or charge from attaching to the Property; provided, however, that Grantee may contest in good faith, any such taxes, assessments, or charges. In the event Grantee exercises its right to contest any tax, assessment, or charge against it, Grantee, on final determination of the proceeding or contest, will immediately pay or discharge any decision or judgment rendered against it, together with all costs, charges and interest.

Section 3.5 Management Responsibility.

The Grantee is responsible for all management functions with respect to the Project and shall keep the property in decent, safe, sanitary, tenantable condition and repair, and to permit no waste thereof. The County shall have no responsibility over management of the Project.

Grantee shall retain a professional property management company, to perform its management duties hereunder. Upon County's request, Grantee shall submit to the County an initial proposed Management Plan.

Section 3.6 Management Agent.

To the best of its ability, Grantee shall cause the Project to be managed by an experienced management agent (the "Management Agent"), with a demonstrated ability to operate residential facilities like the Project in a manner that will provide decent, safe, and sanitary housing. As described in Section 2.7 above, Grantee shall retain the services of a Service Provider that shall provide the necessary professional staff to meet the needs of the homeless population following the Housing First model (ex. Case managers, Clinicians, medical staff, peer advocates, Packet Page. 588
6 1610\01\3695726.2
employment specialists, and eligibility specialists). The Grantee shall endeavor to obtain necessary funds to obtain all necessary services. However, Grantee is not in breach or default for not obtaining the above described services due to lack of funding.

Section 3.7 Periodic Performance Review.

The County reserves the right to conduct a periodic review of the management practices and financial status of the Project within thirty (30) days after each anniversary of the occupancy date. The purpose of each periodic review will be to enable the County to determine if the Project is being operated and managed in accordance with the requirements and standards of this Agreement. Grantee shall cooperate with the County in such reviews.

Section 3.8 Replacement of Management Agent.
(a) If, as a result of a periodic review the County determines in its reasonable judgment that Project is not being operated and managed in accordance with the material requirements and standards of this Agreement or the Standard Agreement, the County shall deliver notice to the Grantee of such operational issues which notice shall describe the County's findings with specificity. The County staff and Grantee, and any partners of the Grantee, shall meet in good faith to consider methods for improving the financial and operating status of the Project, including, without limitation, replacement of the Management Agent. (1) If, after such meeting, County staff recommends in writing the replacement of the Management Agent, with the reasonable concurrence of the Grantee, the Grantee shall dismiss the then Management Agent, and shall appoint as the Management Agent a person or entity meeting the standards for a Management Agent set forth in subsection (a) above and notify the County pursuant to subsection (a) above. (b) Any contract for the operation or management of the Project entered into by the Grantee shall provide that the contract can be terminated as set forth in Section 3.9(a)(1) above.

Section 3.9 Nondiscrimination.

During the performance of this Agreement, Grantee and its subrecipients shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex (gender), sexual orientation, gender identity, gender expression, race, color, ancestry, religion, creed, national origin (including language use restriction), pregnancy, physical disability (including HIV and AIDS), mental disability, medical condition (cancer/genetic characteristics), age (over 40), genetic information, marital status, military and veteran status, and denial of medical and family care leave or pregnancy disability leave.

Grantee and sub-grantees shall ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Grantee and its subrecipients shall comply with the provisions of California's laws against discriminatory practices relating to specific groups: the California Fair Employment and Housing Act (FEHA) (Gov. Code § 12900 et seq.); the regulations promulgated thereunder (Cal. Code Regs., tit. 2, § 11000 et seq.); and the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code, §§ 11135 - 11139.5).

Packet Page. 589
7 1610\01\3695726.2
Section 3.10 Notice of Expiration of Term.

Prior to the expiration of the Term, Grantee, if Grantee is discontinuing the use of Housing Improvements as a low barrier navigation center, shall provide by first-class mail, postage prepaid, a notice to all residents containing the information and meeting the requirements set forth in California Government Code Sections 65863.10 and 65863.11, as such may be amended from time to time. If the Project is to be sold within the Term, the County shall be provided a notice of right of first refusal within the one hundred eighty (180) day period that qualified entities may purchase the Project.

Section 3.11 Covenants to Run With the Land.

The County hereby declares its express intent that the provisions this Agreement shall run with the land and shall bind all successors in title to the Project; provided, however, that on the expiration of the Term, said covenants and restrictions shall immediately and permanently expire. Upon automatic expiration of the said covenants and restrictions included in this Agreement, the County shall record a document, sufficiency approved by the Grantee, documenting, acknowledging, and accepting said expiration.

Section 3.12 Enforcement by the County.

Subject to Section 2.8 of the Grant Agreement, if the Grantee fails to perform any obligation under this Agreement, and fails to cure the default within thirty (30) days after the County provided notice in writing of the default or, if the default cannot be cured within thirty (30) days, failed to commence to cure within thirty (30) days and thereafter diligently pursue such cure and complete such cure within one hundred and eighty (180) days, the County shall have the right to enforce this Agreement by any remedy provided by law; including but not limited to an action at law or equity to compel Grantee's performance of its obligations hereunder, and/or for damages.

Section 3.13 Records.

Grantee shall maintain complete, accurate and current records pertaining to the Project, and shall permit any duly authorized representative of the County to inspect records, including records pertaining to Eligible Participants. All Eligible Participants lists, applications and waiting lists relating to the Project are to be at all times: (a) separate and identifiable from any other business of Grantee; (b) maintained in a reasonable condition for proper audit; and (c) subject to examination during business hours by representatives of the County. Grantee shall retain copies of all materials obtained or produced with respect to occupancy of the Units for a period of at least five (5) years.

Packet Page. 590
8 1610\01\3695726.2
ARTICLE 4

MISCELLANEOUS
Section 4.1 Governing Law and Venue.

This Agreement is governed by the laws of the State of California and venue shall be in San Bernardino County, California. Each party waives any law, statute (including, but not limited to, Code of Civil Procedure section 394), or rule of court that would allow them to request or demand a change of venue. If any third party brings an action or claims concerning the Agreement, the parties hereto agree to use their best efforts to obtain a change of venue to the Superior Court of California, San Bernardino County.

Section 4.2 Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the parties have been materially altered or abridged by such invalidation, voiding or unenforceability. The Parties to this Agreement, and their counsel, have read and reviewed this Agreement and agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party (including, but not limited to, Civil Code Section 1654) shall not apply to this Agreement.

Section 4.3 Waiver of Requirements.

Any of the requirements of this Agreement may be expressly waived by the County in writing, but no waiver by the County of any requirement of this Agreement shall, or shall be deemed to, extend to or affect any other provision of this Agreement.

Section 4.4 Recording and Filing.

The County and Grantee shall cause this Agreement, and all amendments and supplements to it, to be recorded against the Property in the Official Records of the County of San Bernardino, in first lien position over all other agreements, covenants, liens, or other matters of record on the Property.

Section 4.5 Amendments.

This Agreement may be amended only by a written instrument duly recorded in the Official Records of San Bernardino County.

Section 4.6 Parties Bound.

Except as otherwise limited herein, the provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their heirs, executors, administrators, legal representatives, successors, and assigns. This Agreement is intended to run with the land and shall bind Grantee and its successors and assigns in the Property and the Housing Improvements Packet Page. 591
9 1610\01\3695726.2
for the entire Term, and the benefit hereof shall inure to the benefit of County and its successors and assigns.

Section 4.7 Attorneys' Fees.

Section 4.8 Subordination.

This Agreement shall be recorded in a lien position approved by the County and shall not be subordinated to any lien or encumbrance proposed to be recorded against the Property except as allowed under Section 2.9 of the County Grant Agreement.

Section 4.9 Notice.
(a) Formal notices, demands, and communications between the Parties shall be sufficiently given if and shall not be deemed given unless dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered by express delivery service, return receipt requested, or delivered personally, to the principal office of the Parties as follows:

County:

Community Development and Housing Department
San Bernardino County
560 East Hospitality Lane, Suite 200
San Bernardino, CA 92415-0043
Attn: Community Development and Housing Director
with copy to: Goldfarb & Lipman, LLP
1300 Clay Street, 11th Floor
Oakland, CA 94612
Attn: Rafael Yaquian
Grantee: City of San Bernardino
290 North D Street
San Bernardino, CA 92401
Attn: City Manager
with copy to: Office of City Attorney
290 North D Street, Third Floor
San Bernardino, CA 92401
Attn: Sonia R. Carvalho, City Attorney
(b) Any notice, demand or communication shall be deemed given, received, made or communicated on the date personal delivery is effected or, if mailed in the manner Packet Page. 592
10 1610\01\3695726.2
herein specified, on the delivery date or date delivery is refused by the addressee, as shown on the return receipt. Either party may change its address at any time by giving written notice of such change to Beneficiary or Trustor as the case may be, in the manner provided herein, at least ten (10) days prior to the date such change is desired to be effective.

Section 4.10 Assignment by the County.

The County may assign its rights and obligations under this Agreement to any instrumentality of the County or other public entity.

Section 4.11 Indemnification.

Section 4.12 Term.

The provisions of this Agreement shall apply to the Project for the entire Term.

Section 4.13 No Third Party Beneficiaries.

No person other than the Grantee and the County is a party to this Agreement or shall be entitled to any right or benefit hereunder, there shall be no third party beneficiaries to this Agreement.

Section 4.14 Revival of Agreement after Foreclosure.

In the event there is a foreclosure of the Property, this Agreement will revive according to its original terms if, during the Term, the owner of record before the foreclosure, or deed in lieu of foreclosure, or any entity that includes the former owner or those with whom the former owner has or had family or business ties, obtains an ownership interest in the Project or Property.

Section 4.15 Entire Understanding of the Parties.

This Agreement constitutes the entire understanding and agreement of the Parties with respect to the County Grant and the operation of the Project.

Packet Page. 593
11 1610\01\3695726.2
Section 4.16 Multiple Originals; Counterparts.

This Agreement may be executed in multiple originals, each of which is deemed to be an original, and may be signed in counterparts, and all of which taken together shall constitute this Agreement.
[Signatures on following page.]
Packet Page. 594
Packet Page. 595
S-1
1610\01\3695726.2
IN WITNESS WHEREOF, this Agreement has been entered into by the undersigned as of the date first written above.

COUNTY:

SAN BERNARDINO COUNTY, a political subdivision of the
State of California
By: ____________________________________
Luther Snoke, Chief Executive Officer
APPROVED AS TO LEGAL FORM:

TOM BUNTON
County Counsel
By: ____________________________________
Suzanne Bryant, Deputy County Counsel
Packet Page. 596
S-2
1610\01\3695726.2
GRANTEE:

City of San Bernardino, a California municipal
corporation
By: _________________________________
Rochelle Clayton, Acting City Manager
Date: _________________________________
Packet Page. 597
1610\01\3695726.2

STATE OF CALIFORNIA )
)
COUNTY OF __________________ )
On ____________________, before me, ___________________________, Notary Public, personally appeared ____________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.
______________________________________
Name: ______________________________
Name : Notary Public
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

Packet Page. 598
1610\01\3695726.2
______________________________________
Name: ______________________________
Name: Notary Public

STATE OF CALIFORNIA )
)
COUNTY OF __________________ )
On ____________________, before me, ___________________________, Notary Public, personally appeared ____________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

Packet Page. 599
A-1
1610\01\3695726.2

EXHIBIT A

LEGAL DESCRIPTION
All that certain real property situated in the County of San Bernardino, State of California, described as follows:

LOT 4 AND THE EAST 10 ACRES OF LOT 5, BLOCK 43, RANCHO SAN

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

BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 7, PAGE 2 OF MAPS, IN THE OFFICE OF THE RECORDER OF SAID COUNTY.

EXCEPTING THEREFROM ANY MOBILE HOME LOCATED THEREON.

APN: 0278-191-30-0-000
Packet Page. 600
Packet Page. 601
C-1
1610\01\3695726.2

EXHIBIT B

REPORTING REQUIREMENTS
A. Data Reporting

1. Grantee will submit detailed reports containing, at minimum, the following information:
• Unduplicated number of homeless persons and households served; • Unduplicated number of persons and households at imminent risk of homelessness served;
• Number of instances of service;
• Increases in capacity for new and existing programs;
• Number of unsheltered homeless persons and homeless households becoming sheltered; and
• Number of homeless persons and homeless households entering permanent housing.

2. Breakdowns will be expected for each activity (i.e. services, capital improvements, rental assistance, etc.) and program type (i.e. emergency shelter, rapid re-housing, outreach, etc.) for the supplemental reporting requirements listed above, when applicable. The same information will also be requested specifically for the following subpopulations, based on priorities defined by the U.S. Department of Housing and Urban Development:
• Chronically homeless
• Homeless veterans
• Unaccompanied homeless youth
• Homeless persons in families with children

3. Counts by subpopulation will not be required in cases where that information is unavailable, but is expected in cases where client information is entered in the Homeless Management Information System (HMIS).

B. Homeless Management Information System (HMIS)
HMIS is a local database application used to collect client-level data and data on the provision of housing and services to homeless individuals and families and persons at risk of homelessness in the County. Grantee must ensure that data on all persons served are entered into the countywide HMIS. HMIS is managed and operated by the County OHS. HMIS technical and data standards are set forth in the Final 2017 HMIS Data Standards, on file with the County.

1. Grantee shall enter into a Memorandum of Understanding (MOU) with the HMIS Lead Agency where the Grantee agrees to share HMIS data with other County funded agencies, unless prohibited by law.

2. Grantee is required to work with County (OHS) staff to ensure the timely and accurate set-up of their HMIS program profile and to ensure the HMIS program profile is setup in a manner that accurately captures the data pertinent to Grantee’s program. Grantee’s Packet Page. 602
C-2
1610\01\3695726.2
program profile must be setup prior to Grantee submitting their first Grant Fund Disbursement Request form.

3. Grantee shall submit a copy of HMIS reports, in a form to be provided by the County, with the quarterly expenditure reports. In the case of Domestic Violence service providers or other agencies prohibited from entering data into HMIS, documentation from the HMIS lead agency certifying that the Grantee is using a comparable database shall be delivered to the County. The contact information for the "HMIS Lead Agency" is:

HMIS Lead / Kennedy Robin
San Bernardino County
Office of Homeless Services
560 E. Hospitality Lane, Suite 200
San Bernardino CA 92415-0044
Phone: 909-386-1924

4. Grantee must ensure all required data elements, as listed below, are entered into the HMIS system for Eligible Participants, in a timely manner, and is inputted no later than two (2) working days after program entry. Services rendered to clients must be entered into HMIS no later than two (2) working days from date of service(s). All clients who exit the program must have an updated status in HMIS within two (2) working days from actual exit date. Failure to meet the above data inputting requirements will constitute a violation of the terms and conditions of this Agreement. Grantee will be notified by County (OHS) staff, and if not rectified, the Agreement may be terminated at the County’s sole and absolute discretion.

5. In addition to the timely entry of HMIS data, Grantee is required to enter accurate and complete data. The County will ensure Grantee adheres to Data Quality Standards, as established by HUD, and data entry requirements, as set forth in the HMIS MOU and the OHS Policy Handbook. The Data Quality Standards assess the data quality and completeness of the following Data Elements entered:

1. Client Demographic Data
a) Name
b) Social Security Number
c) Date of Birth
d) Race
e) Ethnicity
f) Gender
g) Veteran Status

2. Universal Data
a) Disabling Condition
b) Project Start Date
c) Project Exit Date
d) Destination
e) Relationship to Head of Household
f) Client Location
g) Housing Move-in Date
Packet Page. 603
C-3
1610\01\3695726.2
h) Living Situation

3. Common Program Specific Data Elements
a) Income and Sources
b) Non-Cash Benefits
c) Health Insurance
d) Disability Elements
e) Physical Disability
f) Developmental Disability
g) Chronic Health Condition
h) HIV/AIDS
i) Mental Health Problem
j) Substance Abuse
k) Domestic Violence
l) Contact
m) Date of Engagement
n) Bed-Night Date
o) Housing Assessment Disposition

4. Data Timeliness
a) Entry Timeliness
b) Exit Timeliness

6. According to Data Quality Standards, Grantee is required to have a five-percent (5%) or less error rate to ensure data accuracy and less than a five-day lapse in timeliness for entry of data at time of client entry, services are rendered, and client exit. Any performance benchmarks not meeting these standards will be captured on Grantee’s HMIS Data Quality Report Sample, see Exhibit 5. The report will be generated by Grantee and submitted quarterly with expenditure reports. OHS will review reports and data deficiencies, if any, will be identified and discussed with Grantee to determine methods to remediate and/or improve data quality scores.

7. If Grantee continues to not meet data entry and data quality benchmarks, as established by HUD and set forth in the HMIS MOU and the OHS Policy Handbook, County may terminate Agreement as set forth in CORRECTION OF PERFORMANCE DEFICIENCIES Section.

8. Grantee agrees to provide the County and/or the State access to HMIS data collected and entered into HMIS, upon request, and to participate in any statewide data initiative as directed by the State including, but not limited to, a statewide data integration environment.

Packet Page. 604
C-4
1610\01\3695726.2
Packet Page. 605
C-5
1610\01\3695726.2
Packet Page. 606
C-6
1610\01\3695726.2
Packet Page. 607
C-7
1610\01\3695726.2
C. Program Participant Eligibility
Grantee shall ensure that:

1. Eligible Participants meet the Homeless or At Risk of Homelessness definition as defined in Section 578.3 of Title 24 of the Code of Federal Regulations:

2. Eligible Participants are referred by CES to Grantee.

3. Grantee coordinates Program enrollment and services in collaboration with CES.

D. Job Training and Employment
Grantee agrees to refer Eligible Participants that are eligible for job training and employment services to the County of San Bernardino Workforce Development Department (WDD).

Grantee also agrees to refer eligible “work ready” clients to the County’s Community Employment Pathways (CEP) program for job placement services. Number of participants who have been referred to WDD and CEP will be reported on a quarterly basis by Grantee.

E. Staffing Requirements
Pursuant to the terms of Section 2.7, Grantee shall provide the necessary professional staff to meet the needs of the homeless population following the Housing First model (e.g., case managers, clinicians, medical staff, peer advocates, employment specialists, and eligibility specialists). Grantee must have the readiness capacity to immediately perform and administer homeless efforts through Grant Funding.

Packet Page. 608

DISCUSSION
City of San Bernardino
Request for Council Action
Date: September 4, 2024
To: Honorable Mayor and City Council Members
From: Rochelle Clayton, Acting City Manager
Department: City Manager's Office
Subject: Reaffirmation of Homelessness State of Emergency Declaration (All Wards)
Recommendation:

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

1. Adopt Resolution No. 2024-201, reaffirming the declaration of a Homelessness State of Emergency; and

2. Direct the City Manager or designee the ability to take certain administrative actions to streamline the provision of shelter to people experiencing homelessness, including the waiver of purchasing or bidding for physical shelter space.

Executive Summary
On February 1, 2023, the Mayor and City Council adopted Resolution No. 2023-028, which declared a State of Homelessness Emergency, for a period of one year. The sunset of the Proclamation of Emergency was on February 1, 2024. This resolution is to reaffirm the State of Homelessness Emergency, which shall sunset on December 31, 2025, subject to being renewed.

Since the declaration in February 2023, the City has faced numerous obstacles in battling the homeless crisis, including the Injunction against Homeless Encampment Removal, imposed by Judge Hatter in May 2023. Since that time, the City has exhibited an influx of Homeless Encampments in parks and open spaces. Due to the Injunction and prohibition to move the un-housed, the crisis has increased exponentially.

Packet Page. 609
Background
Throughout the years, the City has maintained partnerships with several local homeless service agencies to provide shelter, housing, and resources to the homeless community, but despite best efforts, there has been little impact in mitigating homelessness. The source of this issue is connected to the City’s shelter crisis. There is insufficient capacity to shelter everyone experiencing homelessness.

Actions Taken to Address Homelessness
On October 31, 2022, the City hired Homeless Services Coordinator, Ashley Esquivel, who is working closely with the Deputy Director of Housing & Homelessness, Cassandra Searcy to develop methodologies that are consistent with best practices, align with the County’s Continuum of Care System, and strengthen community partnerships.

On December 7, 2022, Council approved over $25 million in ARPA funds for the following homeless related initiatives:
• Public Health and Safety - FY 23 $613,678 for the remainder of the year with an ongoing expense of approximately $1,076,158 in FY 24. During the first quarter of FY 2023 the City added: 2 Lead Maintenance Workers, 2 Maintenance Supervisors, and 8 Maintenance Worker I (FLEX) Funding to assist with encampment clean-ups.
• Navigation Center - $12.45 million: Development of a 200-bed, low-barrier, noncongregate facility that provides interim housing and onsite supportive services. • Ongoing Operational Cost for Navigation Center - $4.5 million: Provides $1.5 million annually over the span of three (3) years.
• Homeless Outreach Team - $1.5 million: Dedicated street outreach to provide City-wide comprehensive coverage to assist individuals experiencing homelessness.
• Mobile Shower Expansion - $150,000: Partner with a non-profit organization to expand mobile shower services throughout the City by operating a 28-footlong mobile shower trailer equipped with three (3) full-service restrooms and laundry facility.
• Lutheran Social Services (LSSSC) - $5 million: The City is partnering with LSSSC on a Homekey Round 3 project to expand shelter capacity and develop a 140 bed, non-congregate interim housing and 20 permanent supportive housing units for men and men with children.

In planning to build the City’s Navigation Center, The City’s Navigation Center, called the San Bernardino Homeless Outreach, Prevention, and Education Campus (“HOPE Campus” or “Navigation Center”), serves as the cornerstone of the City’s long-term Packet Page. 610
strategy towards addressing homelessness. The HOPE Campus will offer interim housing, recuperative care, and comprehensive onsite services that will connect the City’s unsheltered population to a wide range of programs, social services, and housing.

In addition to the aforementioned,to fund the construction and operation of the Navigation Center, the Mayor and City Council have approved the following allocations:
• On December 7, 2022, the Mayor and City Council allocated $12,450,000 in ARPA funds for the construction of the Navigation Center and $4,500,000 in ARPA funds for the operation of the Navigation Center.
• On March 15, 2023, the Mayor and City Council approved an allocation of $4,299,671 of HOME-ARP funds to assist with the design and construction of the Navigation Center.
• On June 21, 2023, the Mayor and City Council adopted the FY 2023-24 Annual Action Plan, which included an allocation of $1,901,365 in CDBG funds for the Navigation Center.
• On July 19, 2023, the Mayor and City Council adopted Resolution No. 2023- 097, amending the City’s 2020-2023 Permanent Local Housing Allocation (PLHA) Program funding to provide $4,355,241 towards the operating and/or capital costs of the City’s Navigation Center.
• On October 4, 2023, the Mayor and City Council adopted Resolution No. 2023- 144 for the Strategic Initiatives, approving an annual allocation of $2,000,000 for Homelessness Services Sustainability beginning FY 2026/27. • On November 1, 2023, the Mayor and City Council accepted $808,358.87 in Homeless Housing, Assistance, and Prevention (HHAP) Round 3 grant funds from the County of San Bernardino for the Navigation Center.

The City continues to work collectively with local stakeholders and government agencies to streamline processes, leverage funding, and improve coordination and collaboration.

Discussion
Emergency shelter and housing is a critical component of working towards the resolution of the homeless crisis in San Bernardino, along with the wraparound social support services.

Defining Emergency Housing
Emergency housing is housing in a permanent or temporary structure(s), occupied during a declaration of a state of emergency, local emergency, or shelter crisis.

Currently, the Section 19.02.050 of the City’s Development Code defines “Emergency Packet Page. 611
Shelter” as follows:
“As used in Government Code Sections 65582, 65583 and 65589.5 (Senate Bill 2), and as defined in Health and Safety Code Section 50801(e), “emergency shelter” means housing with minimal supportive services for homeless persons that is limited to occupancy of six months or less by a homeless person. No individual or household may be denied emergency shelter because of an inability to pay. Emergency shelters shall be occupied only by homeless persons unable to pay for housing. Facilities occupied by individuals who pay for their housing shall not be permitted as emergency shelters. Also referred to as “homeless shelter,” “homeless facility,” or “social service center with a residential component.’”
The City could consider adopting state-provided appendices related to emergency housing. Emergency housing may include, but is not limited to, buildings and structures constructed in accordance with the California Building Standards Code; emergency sleeping units, emergency transportable units and structures constructed in accordance with Appendix X of the California Residential Code. • Dependent units used for sleeping.
• Site provided communal sanitary facilities.

The Adoption of California Residential Code Appendix X and California Building Code Appendix O into Title 15 of the SBMC will provide construction standards for developing emergency housing facilities in approved locations and a standard for thirdparty projects impacting emergency housing/homelessness.

The Development Code currently allows Emergency Shelters as a “by-right” use at five pre-defined Emergency Shelter Overlay Zone areas in the City that fall within the CH – Commercial Heavy, IL – Industrial Light, and OIP – Office Industrial Park Zones, consistent with California Government Code Section 65589.5. Emergency Shelters in these areas are only required to obtain an Administrative Development Permit Type 1 and any necessary Building Permits. Chapter 19.10-E of the Development Code outlines the Development and Operational Standards for the Emergency Shelter Overlay Zone including but not limited to proximity to transit lines, maximum length of stay, parking requirements, and the preparation of security and management plans.

For other areas outside the Emergency Shelter Overlay Zone, the Development Code allows Emergency Shelters with the granting of a Conditional Use Permit (CUP) by the Planning Commission within the CR-2 - Commercial Regional-Downtown and CH – Commercial Heavy Zones. The Development Code does not currently allow for Emergency Shelters within any residential zones. However, “Homeless Facilities” and “Social Service Uses/Centers,” which may include overnight stays, are permitted with a CUP in some residential zones.

In an effort to provide greater flexibility and a streamlined approval process for Emergency Shelters, the City Council may consider amending the Development Code Packet Page. 612
to allow Emergency Shelters with a CUP in additional zones and consider applying the Emergency Shelter Overlay Zone to more properties as deemed appropriate. Possible Zones to consider allowing Emergency Shelters by right, with a CUP or by applying the Emergency Shelter Overlay Zone, could include the following:

Zoning District Requirement
(RH) Residential High Conditional Use Permit
(CO) Commercial Office Conditional Use Permit
(CG-1) Commercial General Conditional Use Permit
(IL) Industrial Light Permitted by-right
(PF) Public Facilities Permitted by-right
Once locations are identified, the City will create a map of allowable zones and will also need to do the following:
• Create an ordinance to update Standards applicable to emergency homeless shelters.
• Determine an alternate means of compliance concerning specific Fire Code requirements that must at least meet the minimum fire/life safety and building regulations identified by the City and San Bernardino County Fire Department (i.e., occupancy rate, structural requirements, ventilation, etc.). • Identify a plan/process for streamlining zoning regulations for privately-owned or operated shelters, including administrative approval of conditional use permits for shelters, allowing temporary shelters by-right on sites with an approved assembly use and streamlining approval of City-sponsored shelters on private property that may otherwise require zoning approvals.

Things the City Can Do by Declaring a Homelessness State of Emergency If the City Council adopts the Homelessness State of Emergency Declaration, the effective period of the Homelessness Crisis shall begin on February 1, 2023, and shall end on February 1, 2024, with the City Council having to review the declaration every 60 days.

If passed, the Homelessness State of Emergency Declaration would yield several consequences (see Gov. Code § 8630 et seq). First, the City Manager and/or Mayor and City Council can promulgate, issue, and enforce rules, regulations, orders and directives it considers necessary for the protection of life and property. Second, it would expand some of the City Manager’s powers, allowing him to enter into contracts, pursue grants and obtain emergency funding from state and federal entities to create additional shelters, add interim housing, and obtain emergency funding as it becomes available. Third, City workers would become designated disaster workers and may be used for such purposes.

Packet Page. 613
Should the Declaration pass, the City Manager could be directed to do any or all of the following:
• Prepare an ordinance adopting California Residential Code Appendix X and California Building Code Appendix O to serve as alternative local standards and procedures for the construction of homeless shelters if required, as well as their operation.
• Prepare an interim ordinance (if required) to streamline zoning regulations for privately-owned or operated shelters, including zoning administrator approval of conditional use permits for shelters, allowing small temporary shelters by right on sites with an approved assembly use, and streamlining approval of Citysponsored shelters on private property that may otherwise require zoning approvals.
• Help with the development of interim housing, tiny homes, and partnerships with landlords to rent apartments, access land for temporary or permanent housing structures, dispense funds, approve master leases and speed up permitting processes. Certain purchases would not have to go out to bid and would not require City Council approval.
2021-2025 Strategic Targets and Goals
Declaring a Homelessness State of Emergency will allow staff to identify opportunities to streamline zoning regulations and explore an administrative approval of Conditional Use Permits for Emergency Shelters and interim housing thereby allowing unhoused individuals to exit off the streets into a clean and safe environment where they can stabilize and get connected to resources and housing. This effort aligns with Key Strategic Goal No. 3, Improved Quality of Life
Fiscal Impact
There is no fiscal impact to declaring a state of emergency. Declaring a State of Emergency will allow the City to set policies and prepare Municipal Code changes for City Council consideration to accelerate the development and operation of Emergency Shelters and interim housing.

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

1. Adopt Resolution No. 2024-201, reaffirming the declaration of a Homelessness State of Emergency; and

Packet Page. 614
Attachments
Attachment 1 - Resolution No. 2023-028 Declaring a Homelessness State of Emergency
Attachment 2 - Resolution No. 2024-201 Reaffirming a Homelessness State of Emergency
Ward:

All Wards
Synopsis of Previous Council Actions:

August 4, 2021 Mayor and City Council received a report and discussed the allocation of ARPA funds.

December 7, 2022 Mayor and City Council approved a Homelessness Solutions Action Plan
December 7, 2022 Mayor and City Council authorized the use of over $20,000,000 in ARPA funds for the development of a
Navigation Center, State of California Homekey Round 3
Projects, Homeless/Street Outreach and a Mobile Shower
Expansion.

December 7, 2022 Mayor and City Council approved $4.5 million to cover operational expenses associated with the Navigation Center of a three year span.

December 7, 2022 Mayor and City Council approved On December 7, 2022, Council approved $613,678 in the first quarter of Fiscal Year 2023 to increase the number of Public Works employees to assist with homeless encampment cleanups.

February 1, 2023 Mayor and City Council approved Resolution No. 2023-028 declaring a Homelessness State of Emergency.

Packet Page. 615
Packet Page. 616
Packet Page. 617
Packet Page. 618
Packet Page. 619
Packet Page. 620
Packet Page. 621
Resolution No. 2024-201
Resolution No. 2024-201
September 4, 2024

Page 1 of 6 ends

RESOLUTION NO. 2024-201

RESOLUTION OF THE MAYOR AND CITY COUNCIL OF

THE CITY OF SAN BERNARDINO, CALIFORNIA

REAFFIRMING THE EXISTENCE OF A LOCAL

EMERGENCY CAUSED BY CONDITIONS AND

THREATENED CONDITIONS OF HOMELESSNESS

WITHIN THE CITY OF SAN BERNARDINO, WHICH IF

NOT CORRECTED, CONSTITUTES AN IMMINENT AND

PROXIMATE THREAT TO THE SAFETY OF PERSONS

AND PROPERTY IN THE CITY
WHEREAS, San Bernardino Municipal Code Section 2.46.050(A) designates the City Manager as the Director of Emergency Services (“Director”); and WHEREAS, San Bernardino Municipal Code Section 2.46.090(A)(1) empowers the Director to request the Mayor and City Council to proclaim the existence or threatened existence of a “local emergency”; and
WHEREAS, San Bernardino Municipal Code Section 2.46.020 defines an “emergency” as an “actual or threatened existence of conditions of disaster or of extreme peril to the safety of persons and property within [the] jurisdiction…which conditions are or are likely to be beyond the control of services, personnel, equipment, and facilities of the City, requiring the combined forces of other political subdivisions to combat”; and
WHEREAS, the California legislature has acknowledged the importance of combating homelessness and the crisis of housing supply which is supported by California Labor Code Section 1720(c)(4) where prevailing wage rates do not apply to the construction of rehabilitation of affordable housing units for low or moderate income persons; and WHEREAS, in efforts to combat the housing crisis, the California Legislature has recognized that local governments play a key role in the development of affordable housing, evidenced by California Government Code Section 65584, which mandates California cities, towns and counties to undertake all necessary actions to promote and facilitate the development of housing for its residents, for all income levels; and WHEREAS, in conjunction with the State’s directives to combat homelessness and address the housing crisis, the City of San Bernardino (“City”) has designated significant resources to address homelessness in the City, but the threat to life and property remains at stake beyond the control of the services, personnel, equipment, and facilities of this City, requiring the combined forces of other political subdivisions to combat this crisis; and WHEREAS, according to City’s 2024 Point in Time Count, the City has 1,417 homeless individuals, of which 977 are unsheltered; and
Packet Page. 622
Resolution No. 2024-201
Resolution No. 2024-201
September 4, 2024

Page 2 of 6 ends

WHEREAS, people experiencing homelessness suffer disproportionately from mental and physical health ailments and require assistance from the City of San Bernardino, San Bernardino County Behavior Health Department, and other local, state, and federal health agencies and nonprofit organizations to provide the necessary public services; and WHEREAS, the homelessness crisis confronting the City has grown both incrementally and exponentially, leading to death, illness, and deplorable living conditions; and WHEREAS, the State of California’s COVID-19 State of Emergency, which has provided resources to keep many San Bernardino residents from falling into homelessness, ended on February 28, 2023, thus requiring immediate action in order to create replacement and additional housing and shelter, and in order to support the necessary infrastructure and laws required to protect and provide that shelter and housing; and
WHEREAS, the displacement of the number of people living on the streets of the City today is a daily recurring emergency, empowering the City Council to declare a state of emergency, no less than if the emergency was caused by an earthquake, fire, or flood; and WHEREAS, the City’s ability to mobilize local resources, coordinate interagency response, accelerate procurement of housing units, use mutual aid, and seek assistance and potential reimbursement by the State and Federal governments will be critical to successfully responding to this homelessness crisis; and
WHEREAS, during the pendency of the existence of a local emergency, the City Council shall retain its full authority to consider a variety of City ordinances to codify the measures necessary to address this homelessness crisis; and
WHEREAS, on October 27, 2022 the City Council conducted a Homeless Workshop; and WHEREAS, on December 7, 2022, the Mayor and City Council allocated $12,450,000 in ARPA funds for the construction of the Navigation Center and $4,500,000 in ARPA funds for the operation of the Navigation Center; and
WHEREAS, on March 15, 2023, the Mayor and City Council approved an allocation of $4,299,671 of HOME-ARP funds to assist with the design and construction of the Navigation Center; and
WHEREAS, on June 21, 2023, the Mayor and City Council adopted the FY 2023-24 Annual Action Plan, which included an allocation of $1,901,365 in CDBG funds for the Navigation Center; and
WHEREAS, on July 19, 2023, the Mayor and City Council adopted Resolution No. 2023- 097, amending the City’s 2020-2023 Permanent Local Housing Allocation (PLHA) Program funding to provide $4,355,241 towards the operating and/or capital costs of the City’s Navigation Center; and
Packet Page. 623
Resolution No. 2024-201
Resolution No. 2024-201
September 4, 2024

Page 3 of 6 ends

WHEREAS, on October 4, 2023, the Mayor and City Council adopted Resolution No. 2023-144 for the Strategic Initiatives, approving an annual allocation of $2,000,000 for Homelessness Services Sustainability beginning FY 2026/27; and WHEREAS, on November 1, 2023, the Mayor and City Council accepted $808,358.87 in Homeless Housing, Assistance, and Prevention (HHAP) Round 3 grant funds from the County of San Bernardino for the Navigation Center; and
WHEREAS, the City’s Navigation Center, called the San Bernardino Homeless Outreach, Prevention, and Education Campus (“HOPE Campus” or “Navigation Center”), serves as the cornerstone of the City’s long-term strategy towards addressing homelessness; and WHEREAS, the HOPE Campus will offer interim housing, recuperative care, and comprehensive onsite services that will connect the City’s unsheltered population to a wide range of programs, social services, and housing; and
WHEREAS, notwithstanding that the City Council has been and is acting with urgency, including implementing of a Homeless Action Plan which provides a roadmap to house San Bernardino residents and building an unprecedented number of supportive housing units and shelter beds, an emergency declaration is necessary to mobilize resources, save lives, and provide for the public health, welfare, and safety of all; and
WHEREAS, the City has responded to the rapid increase in its homeless population with unprecedented investments into homelessness solutions, including a commitment of over $20 million from its American Rescue Plan Act resources to fund the Homeless Action Plan; and WHEREAS, the magnitude of loss of life, the continued and disproportionate impact of the COVID-19 pandemic, and the persistent discriminatory impacts of a lack of housing warrant and necessitate that the City Council declare the existence of a local emergency; and WHEREAS, the benefits of this emergency declaration, coupled with past and future actions by the City Council to address the homelessness crisis, will help ensure that this local emergency will be of a temporary nature.

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

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

SECTION 2. Pursuant to California Government Code Section 8630 and San Bernardino Municipal Code section 2.46.090(A)(1), the City Council hereby finds and proclaims the existence of a local emergency caused by conditions or threatened conditions of homelessness in San Bernardino which, if not corrected, constitutes a threat to the safety of persons and property within the territorial limits of the City beyond the control of the services, personnel equipment, and facilities of the City.

Packet Page. 624
Resolution No. 2024-201
Resolution No. 2024-201
September 4, 2024

Page 4 of 6 ends

SECTION 3. The City Manager is hereby authorized to furnish information, to enter into agreements, including, but not limited to, applications and agreements for grant funding, and to take all actions necessary to obtain emergency assistance from State and federal agencies to implement preventive measures to protect and preserve the City within the scope of the local emergency hereby declared. Section 2.46.110 of the San Bernardino Municipal Code provides that any expenditures made in connection with the emergency activities, including mutual aid activities, shall be deemed conclusively to be for the direct protection and benefit of the inhabitants and property of the City. City staff are hereby directed to provide the City Council with a report of actions taken under this Resolution at the next practicable opportunity, and no less than on a monthly basis.

SECTION 4. The City shall coordinate its efforts to address this proclaimed emergency with the other local jurisdictions, the County of San Bernardino, the State of California, and the federal government.

SECTION 5. The City of San Bernardino requests the Governor and State Legislature to declare a state of emergency to combat homelessness and direct resources to support the efforts of major cities in the State of California to address the problem.

SECTION 6. This Proclamation of Emergency shall sunset on December 31, 2025, subject to being renewed. The setting of a specific time frame allows for actions to be taken to make permanent, necessary structural changes. Pursuant to California Government Code Section 8630, the Mayor and City Council shall, by minute action, review the need for continuing the local emergency at least once every 60 days until it terminates the local emergency.

SECTION 7. Pursuant to Government Code section 3100, in protection of the health and safety and preservation of the lives and property of the people from emergencies which result in conditions of extreme peril to life, property and resources, all public employees are hereby declared disaster service workers subject to such disaster service activities as may be assigned to them by their superiors or by law.

SECTION 8. The Mayor and City Council finds this Resolution is not subject to the California Environmental Quality Act (CEQA) in that the activity is covered by the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty, as in this case, that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA.

SECTION 9. Severability. If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications, and to this end the provisions of this Resolution are declared to be severable.

SECTION 10. Effective Date. This Resolution shall become effective immediately.

Packet Page. 625
Resolution No. 2024-201
Resolution No. 2024-201
September 4, 2024

Page 5 of 6 ends

APPROVED and ADOPTED by the City Council and signed by the Mayor and attested by the City Clerk this 4th day of September 2024.
____________________________
Helen Tran, Mayor
City of San Bernardino
Attest:
__________________________________
Genoveva Rocha, CMC, City Clerk
Approved as to form:
__________________________________
Sonia R. Carvalho, City Attorney
Packet Page. 626
Resolution No. 2024-201
Resolution No. 2024-201
September 4, 2024

Page 6 of 6 ends

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. 2024-201, adopted at a regular meeting held at the 4th day of September 2024 by the following vote:

Mayor and City CouncilSeptember 4, 2024

Mayor and City Council
September 4, 2024