Agenda packet — Mayor and City Council, March 5, 2025 (part 4 of 4)

DocuSign Envelope ID: E92D1967-A322-489B-A040-566E50455EE5 DocuSign Envelope ID: 04031A24-BA9C-48C2-9727-776570BE5B31 DocuSign Envelope ID: 5E2BDF7F-2CEC-4F57-AA84-F8696BD0F894 DocuSign Envelope ID: 37869B1E-12C0-4216-A9AD-9B24806E9F94 DocuSign Envelope ID: CB963A55-DA9B-4FEF-8EF1-A4061175D1CC

Packet Page. 313

REDACTED VERSION
CJ18012 Wireless Data, Voice and Accessories RFP Attachment L: Network Technology Questionnaire

7. Indoor Cellular Services
Describe your primary strategies addressing coverage problems in indoor or other difficult to service locations, and the type of support you can provide to our buyers in addressing these issues.

1. General technology approaches (e.g. DAS, small cells, indoor repeaters, VoWiFi, etc.) for different environments (Small office, large office building, campus, sports arena, etc.)

T-Mobile Response: In buildings with limited coverage, our team will be proactive with enhancing signal strength. We will request a site visit for an in-building evaluation. We will work closely with you to determine the solution and timeframe for completion of the project. We offer several options to enhance in-building coverage including, but not limited to:
x CelFi RS3 Signal Repeaters for low coverage areas
x LTE CellSpot
x Distributed Antenna System (“DAS”) deployments: A DAS network i s made up of base station connected by fiber optic cable to a group of antennas p laced remotely in outdoor and indoor locations. DAS networks share and receive signals wi th remote nodes simultaneously, creating a single large cell. DAS systems can a lso be shared by multiple carriers and support multiple frequencies. DAS can be scaled depending on the size of the venue and are typically deployed in spaces with a larger footprint.

T-Mobile also supports Wi-fi Calling on many of our smartphone offerings to extend our coverage.

One of the best things about T-Mobile Wi-Fi Calling is that it’s so simple to use. You don’t need to activate anything or download a special app. Just connect to any available Wi-Fi network, check that Wi-Fi Calling is enabled on your Wi-Fi capable smartphone, and make a call (or send a text, email, etc.) as you normally would.

Our engineers have continued to deliver quality and user-experience enhancements through Wi-fi Calling. We have the deep technical knowledge and close partnerships with device manufacturers to deliver the Wi-Fi call quality that customers have come to expect from the Un-carrier.

Benefits of Wi-Fi Calling:
x Make calls over any open Wi-Fi network
x Avoid international roaming charges when travelling internationally x Extend coverage in places such as basements of homes and buildings

2. Process by which states request assistance with special coverage issues.

T-Mobile Response: For any installations where inadequate coverage is identified, T-Mobile will evaluate potential coverage improvements and present options to you using the following process outline.

1. T-Mobile will visit the site to measure signal strength and not e areas within the facility designated by customer as being of critical importance (command, etc.).

2. The venue and supporting data are presented to T-Mobile leadership team for approval.

3. A plan to address the venue is put together
DocuSign Envelope ID: E92D1967-A322-489B-A040-566E50455EE5 DocuSign Envelope ID: 04031A24-BA9C-48C2-9727-776570BE5B31 DocuSign Envelope ID: 5E2BDF7F-2CEC-4F57-AA84-F8696BD0F894 DocuSign Envelope ID: 37869B1E-12C0-4216-A9AD-9B24806E9F94 DocuSign Envelope ID: CB963A55-DA9B-4FEF-8EF1-A4061175D1CC

Packet Page. 314

REDACTED VERSION
CJ18012 Wireless Data, Voice and Accessories RFP Attachment L: Network Technology Questionnaire a. The solution will take into account the specifics of the location, such as size, building construction, etc. Site and building plans are reviewed and use d to establish a design.
b. Solutions may include several options - from a DAS to a microcell or pico solution - taking into account the number of existing and expected users, the balance of usage (voice/data devices), and any site-specific installation or design requirements.

4. The proposal is presented to the Customer for discussion and modified as needed.

5. An In-Building Coverage agreement is sent to the Customer for execution.

6. Upon execution of In-Building Coverage agreement, T-Mobile will work with the Facility Management to put together a project plan, including drawings, access, timelines, and any other issues identified that may impact the construction process. a. Locations may require additional Site-License or Lease negotiations, zoning permits, etc. that may impact the installation timeline.

7. Equipment is installed, tested, and brought on-air.

3. Availability of guidance regarding suitability of specific solutions to particular applications, known tradeoffs, regulatory issues (e.g. retransmission rights), and potential interference with existing Wi- Fi or other unlicensed networks in operation.

T-Mobile Response: T-Mobile recognizes that State and Municipal properties may have limitations and requirements before RF modification or new structures are d esigned. Modern Cellular communications improvements will be designed with the requesting organization’s needs, and with the facilities distinct architectural and regulatory framework in mind.

4. Special support services regarding coverage problems that will be available to NASPO ValuePoint users under this contract

T-Mobile Response: Highly-trained US-wide engineers are tasked and equipped with c overage analysis tools to correctly identify areas of greatest need and use this information to build custom solutions designed to provide an optimum coverage experience.

8. Cellular Services on Unlicensed Bands

Describe your overall plans for use of unlicensed frequency bands in providing your service, and how you intend to handle problems arising from customer private net works that are also using those channels.

1. Frequency bands being considered

T-Mobile Response: T-Mobile has already been rapidly deploying License-Assisted Access (LAA) in the 5.0 GHz spectrum. This is in addition to Carrier Aggregati on capability across the 4 LTE frequencies T-Mobile provides service in today.

Packet Page. 315

REDACTED VERSION
CJ18012 Wireless Data, Voice and Accessories RFP Attachment L: Network Technology Questionnaire

2. Planned applications for each band (e.g. Macro network, small cells, VoWiFi, etc.)

T-Mobile Response: T-Mobile has rapidly deployed License-Assisted Access for LTE-U and in over 300 cities in the US, leveraging both Small cells and conventional Mobile infrastructure

UL Frequency Band Current use Future plans
LTE-U Unlicensed (20 MHz in the

5.0 GHz range)
LAA/ LTE-U LAA & all technologies

3. What level of problems do you anticipate regarding interference problems created through your use of unlicensed channels that might be occupied by WLANs or other private wireless systems?

T-Mobile Response: T-Mobile anticipates limited to no interference on Unlicensed LTE-U and LAA capability generally. LAA was developed cooperatively with the 3GPP specifically to address concerns about interference. This because LAA has the prioritiz ation function to minimize interference with other traffic in shared spectrum space. Source: FierceWireless 2/12/2018

4. How will users buying under this contract be notified that a system using unlicensed frequencies will be deployed in their facility and what steps will you be taking to ensure against interference with existing networks using those same unlicensed bands (e.g. Wi-Fi, Other 2.4 G/5GHz deployments)

T-Mobile Response: Our current strategy for LAA and LTE-U is to deploy with small cells primarily.

This means, just as with larger cell sites, agreements for fixtures and leasing where necessary are negotiated and access to network access is available. T-Mobile will communicate directly with organizations whose coverage requirement include use of Unlicensed spectrum.

9. Use of Wi-Fi in Cellular Services

Describe how you use Voice/Data/Text over Wi-Fi, the nature of the Wi-Fi services you would use, how the decision is made to use Wi-Fi versus cellular, and the impact Wi-Fi use will have on billable traffic.

1. Do you offload traffic onto Wi-Fi Networks?

T-Mobile Response: Unless the device is connected to a Wi-Fi AP, all data goes through T-Mobile’s network. The users must either manually connect their phone to a n A P o r s a v e t h e W i- F i A P t o automatically connect when the AP is in range.

2. Indicate the approximate percentage of Wi-Fi usage for your total wireless network traffic over the following types of Wi-Fi networks:

T-Mobile Response:
- Wi-Fi Networks built and maintained by you- Voice 0% Data 0% - Wi-Fi Networks from certified 3rd Party Providers Voice N/A% Data N/A % (e.g. Boingo, Cable Companies, etc.)
- Customer Wi-Fi Networks Voice N/A % Data N/A % - Any open and available Wi-Fi network Voice N/A % Data N/ A % DocuSign Envelope ID: E92D1967-A322-489B-A040-566E50455EE5 DocuSign Envelope ID: 04031A24-BA9C-48C2-9727-776570BE5B31 DocuSign Envelope ID: 5E2BDF7F-2CEC-4F57-AA84-F8696BD0F894 DocuSign Envelope ID: 37869B1E-12C0-4216-A9AD-9B24806E9F94 DocuSign Envelope ID: CB963A55-DA9B-4FEF-8EF1-A4061175D1CC

Packet Page. 316

REDACTED VERSION
CJ18012 Wireless Data, Voice and Accessories RFP Attachment L: Network Technology Questionnaire

3. How is the service choice made to use cellular versus Wi-Fi, an d which Wi-Fi network to choose if there are multiple options available?

T-Mobile Response: T h e s e l e c t i o n c r i t e r i a f o r u s i n g W i - F i - p r e f e r r e d o r C e l l u l a r p referred connectivity varies by device and organization IT policy. For example, the factory settings on Apple devices with iOS 12 default to cellular-preferred in the United States but may prefer Wi-Fi overseas depending on Enterprise permissions and mobile rate plan.

4. Are any of the following traffic types sent over Wi-Fi charged against the user’s service plan? - Voice?
- Data?
- Text (SMS/MMS)?

T-Mobile Response:
- Voice? No
- Data? No per-unit charge,but draws against monthly usage depending on service plan. - Text (SMS/MMS)? No.

10. Public Safety Wireless Priority Service (WPS) - For Bidders Offering Public Safety Services

Describe your ability to provide Wireless Priority Service (WPS) voice services for State employees with critical job duties and responsibility for responding to disaster/emergency events.

1. Describe the general mechanism by which the network will prioritize WPS user calls (e.g. Will public network voice calls in progress be terminated to allow WPS calls to be connected?)

T-Mobile Response: T-Mobile is a Wireless Priority Service (“WPS”) provider, a program managed via the Department of Homeland Security (“DHS”). T-Mobile follows all DHS guidelines for granting WPS access to qualified lines of service. Access to WPS is vetted and approved outside of T -Mobile by DHS and a subcontractor, General Dynamics Information Technology (“GDIT”) in collaboration with the NASPO’s official Point of Contact. Once a user’s line is approved, GDIT sends the approval for the appropriate WPS SOC to be added to the user’s line. Thi s process and the T -Mobile WPS service is similar to WPS from all other WPS carriers. T-Mobile i s i n t h e f i n a l s t a g e s o f a n enhancement to WPS service that enables it to work over T-Mobile’s VoLTE service.

While there are priority management rules for WPS, there are no circumstances where public network voice calls would be terminated in favor of other call types including WPS. Any WPS subscriber who places a WPS call will be admitted with priority over non WPS subscribers. Per FCC rules for all WPS providers, no public network voice call will be terminated. In the T-Mobile network resources required for voice call are never observed congested to the level when public call termination will be required.

Packet Page. 317

REDACTED VERSION
CJ18012 Wireless Data, Voice and Accessories RFP Attachment L: Network Technology Questionnaire

2. Can public safety officials disable calling for the general pub l i c t o e n s u r e W P S a c c e s s f o r f i r s t responders?

T-Mobile Response: Disablement of general public calling is not possible as WPS is structured today under DHS definitions. T-Mobile d oes have the c apability to aut omatically bar access by regular users in congested cell site situations, including those situations which may arise during emergency response situations. In the case of congestion T-Mobile network will automatically reduce load from public by temporary barring cells.

It is important to note that during the 2017 Hurricane season Operational reporting revealed that no T-Mobile site’s radio resources ever became congested for vo ice bearers to the point where triggering a ban of general users was necessary.

3. What happens when a base station or other network element becomes overloaded with WPS calls?

T-Mobile Response: Priority will be given to WPS callers based on Priority Level. T-Mobile network is over dimensioned to the level when total WPS usage is just a very small percentage of capacity.

4. Define the range of devices supported.

T-Mobile Response: WPS rules are supported on phone/devices using any and all T-Mo bile frequencies today.

5. Does the service operate on 2G, VoLTE, or both?

T-Mobile Response: WPS rules are supported on all T-Mobile RAN technologies includ ing 2G, 3G/UMTS (still available on T-Mobile) and VoLTE.

6. Do you provide enhanced reporting to public safety agencies reg arding WPS availability, dropped calls, performance, etc.

T-Mobile Response: Government organizations under NASPO may obtain this type of re porting upon request.

7. Describe the type of back-up and recovery measures that are included as part of WPS.

T-Mobile Response: With VoLTE as the primary access, Circuit-switched voice on 3G/UMTS and 2G is available in back-up situations. T-Mobile offers this backup to Public Safety organizations “on the fly”. Meaning, no user intervention or device settings need to be modified to have calls access the circuit-switched technologies on T-Mobile.

Packet Page. 318

REDACTED VERSION
CJ18012 Wireless Data, Voice and Accessories RFP Attachment L: Network Technology Questionnaire

8. Do you have the ability to augment coverage/capacity with deplo yable assets during events/disasters?

T-Mobile Response: T-Mobile regularly deploys COWs/ CoLTs and other mobile coverage assets in cases when circumstances and planned/unplanned events require a dditional cellular coverage capacity on short notice.

9. Detail levels of user priority defined and procedures required in applying for and initiating WPS for a user.

T-Mobile Response: WPS is not defined by the US mobile carriers. We support all 5 levels defined registration is done through DHS. T-Mobile follows DHS procedu re by providing bulk enrollment process as well as user initiation. DHS dictates the levels of priority and assigns the priority during application for WPS to be provisioned to an individual line of service. Any DHS approved organization has an assigned Point of Contact (POC) at that organization. The POC is responsible for ensuring the subscriber applying for WPS is eligible prior to s ubmitting to DHS. DHS confirms or denies the submission, and if in the case of approval sends that approval to the wireless carrier to provision the line of service with WPS.

10. Confirm your ability to activate equipment and WPS within 24 hours after request in the event of a State of Disaster/Emergency.

T-Mobile Response: End-users already enrolled in WPS, can get expedited (2-4 hours ) service activated on a new or secondary device. The intervals for new users or new accounts is dependent on DHS operations to fulfill. T-Mobile’s will work with any DHS approved agency to expedite the activation and provision WPS during an event such as this.

11. National Broadband Public Safety Networks (NPSBNs) - For Bidders Offering Public Safety Services

Describe your plans for deploying FirstNet or FirstNet-like (i. e. National Broadband Public Safety Network) solutions for providing priority data and video servic e to State employees with critical job duties and responsibility for responding to disaster/emergency events.

Service Overview

1. Will the priority NPSBN service operate over a fully separate r adio access (RAN) and evolved packet core (EPC) network, and if not, what elements will be sh ared with the public wireless network. Are those plans expected to change in the foreseeable future?

T-Mobile Response: Please see Protected Business Confidential version.

Packet Page. 319

REDACTED VERSION
CJ18012 Wireless Data, Voice and Accessories RFP Attachment L: Network Technology Questionnaire

2. In shared network elements, describe the specific mechanisms by which public safety traffic will be prioritized over other public network traffic in both wirele ss and wired portions of the network.

T-Mobile Response: Please see Protected Business Confidential version.

3. Describe the range of capabilities available to support Quality of Service (QoS) for different classes of public safety traffic (e.g. voice, video, PTT/MCPTT, priority data, best effort data, background data, etc.), and what modifications would be require d on end user devices or servers to mark traffic so that it would be assigned to the correct QoS priority level.

T-Mobile Response: Please see Protected Business Confidential version.

4. What radio frequency band(s) will your public safety service be operating on? Are there plans to change or expand that list?

T-Mobile Response: Please see Protected Business Confidential version.

5. At any point do you plan to offer a physically separate public safety RAN (please provide your definition of “physically separate”) using Band 14, and will public safety officials have the ability to preempt access to those radio network resources from the general public in the event of an emergency or disaster?

T-Mobile Response: Please see Protected Business Confidential version.

6. Describe the availability of compatible end devices for your public safety services and identify any potential changes to your network offering (e.g. migration to Band 14) that would require device upgrades, and the scale of those upgrades (e.g. New SIM, Other hardware update, device replacement, etc.).

T-Mobile Response: Please see Protected Business Confidential version.

7. Does this page from the FirstNet Web Site https://www.firstnet.com/devices represent the complete list of FirstNet Certified Compatible devices?

T-Mobile Response: Please see Protected Business Confidential version.

8. Describe what happens when all public network traffic has been preempted and the network becomes overloaded with public safety traffic.

T-Mobile Response: Please see Protected Business Confidential version.

Packet Page. 320

REDACTED VERSION
CJ18012 Wireless Data, Voice and Accessories RFP Attachment L: Network Technology Questionnaire Service Offerings and Performance Guarantees/Expectations

9. Voice Telephony: What are you plans, timetables and proposed technologies to offer wireless voice telephony services on your public safety network, and will it be carried with appropriate QoS?

T-Mobile Response: Please see Protected Business Confidential version.

10. Video: What are you plans, timetables and proposed technologies t o o f f e r w i r e l e s s v i d e o services on your public safety network, and will it be carried with appropriate QoS? As video calls may be originated from a laptop, how will the user signal to the network that this is a video call so that appropriate QoS handling can be applied?

T-Mobile Response: Please see Protected Business Confidential version.

11. Broadband Data Performance Expectation/Guarantee:
- How many levels of priority data services (e.g. Critical, High Priority, Best Effort, Background Data, etc.) will be offered, and how will user devices signal to the network the QoS level that should be applied to each session?
- Uplink/Downlink Data Rates (Peak, Sustained, Cell Edge) and Latency for each QoS level supported.
- Impact on network performance in Network Overload Conditions

T-Mobile Response: Please see Protected Business Confidential version.

12. Text: Describe the text capability that will be offered with your NPSBN, specify if it is separate from the public SMS/MMS service, the typical and maximum message delivery delay, and any particular features it provides for public safety users.

T-Mobile Response: Please see Protected Business Confidential version.

13. PTT: Describe the capabilities of your current push-to-talk (PT T) service including interface to existing LMR systems.

T-Mobile Response: Please see Protected Business Confidential version.

14. MCPTT: Describe you plan and timetable for introducing Mission Critical PTT (MCPTT) services:
- Overall plans and timetables
- Additional features to be provided with MCPTT
- Availability of direct peer-to-peer wireless device connectivity. - Ability of MCPTT devices to continue to operate on a direct pee r-to-peer basis if the cellular base station is disabled.
- Please describe what functions or capabilities would be lost in the event that the service cell site becomes inoperable.

T-Mobile Response: Please see Protected Business Confidential version.

Packet Page. 321

REDACTED VERSION
CJ18012 Wireless Data, Voice and Accessories RFP Attachment L: Network Technology Questionnaire

Service Level Agreements

15. Is there a specific, defined SLA for public safety customers? If so, please describe in detail.

T-Mobile Response: Please see Protected Business Confidential version.

Interoperability

16. Describe the level of interoperability between your solution and other cellular-based NPSBNs, FirstNet or other, for:
a) Voice Telephony (When Offered) : Will public safety priority and Q o S t r a f f i c c l a s s e s b e maintained for calls passing between different carriers’ networks?

T-Mobile Response: Please see Protected Business Confidential version.

b) Video Service: Will public safety priority and QoS traffic clas ses be maintained for video connections passing between different carriers’ networks?

T-Mobile Response: Please see Protected Business Confidential version.

c) Broadband Data: Describe how public safety priority and QoS tra ffic classes will be maintained for traffic passing between different carriers’ networks?

T-Mobile Response: Please see Protected Business Confidential version.

d) Text: Will NPSBN text services interoperate with users on other NPSBNs, and what other text services (e.g. SMS/MMS/RCS, Apple Messages, WhatsApp, etc. ) can it exchange messages with.

T-Mobile Response: Please see Protected Business Confidential version.

e) PTT: Describe interoperability between PTT users served on diff erent carriers’ networks, including stations that are in the same broadcast group.

T-Mobile Response: Please see Protected Business Confidential version..

f) MCPTT: Describe interoperability between MCPTT users served on different carriers’ services, including stations that are:
o Communicating through their cellular base station
o Communicating directly with one another (through Proximity Services) o In the same broadcast group.

T-Mobile Response: Please see Protected Business Confidential version.

Packet Page. 322

REDACTED VERSION
CJ18012 Wireless Data, Voice and Accessories RFP Attachment L: Network Technology Questionnaire Network Management and Control

17. Does the vendor support a separate 'Portal' for public safety users?

T-Mobile Response: Please see Protected Business Confidential version.

18. Does the vendor provide the ab ility for public safety customers to monitor network performance in real-time and a mechanism to communicate directly with network operations personnel during times of crisis?

T-Mobile Response: Please see Protected Business Confidential version.

19. Will government agencies have the ability to totally preempt pu blic network voice/data/text traffic on shared elements in extreme circumstances to ensure p ublic safety users maintain network availability at all times?

T-Mobile Response: Please see Protected Business Confidential version.

Security, Reliability and Hardening Measures

20. Describe the security measures and standards employed for both traffic and control messages on both wired and wireless portions of the network.

T-Mobile Response: Please see Protected Business Confidential version.

21. Describe the overall network hardening for public safety servic es, and approach to meeting NPSTC public safety grade standards. Including but not limited to: battery backup, backup generator, redundant backhaul, etc.

T-Mobile Response: Please see Protected Business Confidential version.

22. Does the vendor have the ability to augment coverage/capacity with deployable assets during events/disasters?

T-Mobile Response: Please see Protected Business Confidential version.

23. How would public safety or other government agency requests for those deployable assets be prioritized over public network services in an emergency or disaster situation?

T-Mobile Response: Please see Protected Business Confidential version.

24. Does the vendor support local agencies purchasing their own cel lular equipment to 'turn up' additional capacity when/where needed.

T-Mobile Response: Please see Protected Business Confidential version.

Packet Page. 323

REDACTED VERSION
CJ18012 Wireless Data, Voice and Accessories RFP Attachment L: Network Technology Questionnaire User Classification, Authorization and Onboarding

25. Detail classes of user priority defined and procedures required in applying for and initiating public safety priority service for a user as well as the mechan ism for device provisioning and management in both day-to-day operations and during critical incidents.

T-Mobile Response: Please see Protected Business Confidential version.

26. Describe the process for a user to use his/her personal mobile device to access the public safety network services if required.

T-Mobile Response: Please see Protected Business Confidential version.

27. Confirm your ability to activate equipment and priority data/video services within 24 hours after request in the event of a State of Disaster/Emergency.

T-Mobile Response: Please see Protected Business Confidential version.

Packet Page. 324

NASPO ValuePoint Wireless Data, Voice and Accessories
Product Add Request
DATE: _________
ATTN: Chris Jennings
NASPO ValuePoint Contract Administrator
RE: NASPO ValuePoint Master Service Agreement # (the “Contract”) with _________(“Contractor”) Dear Mr. Jennings:

Action Requested:

Contractor requests to add the product(s) and/or service(s) ref erenced in this document (collectively, the “Products”) to the Contract.

Action Log: _____Verify Log is attached
PRODUCTS:

PRODUCT OVERVIEW:

Provide a summary of the product you are requesting to add. Attach any product brief to this document.

Describe how the product falls with the Scope of the Master Agreement:
___________________________________________________________________________________ ___________________________________________________________________________________ ___________________________________________________________________________________ ___________________________________________________________________________________ NEW PRODUCT TERMS AND CONDITIONS. Attach any Terms and Conditions that apply to this product (such as ULA, Policy, Product Terms and Conditions). Any and all Products offered and furnished shall comply fully with all applicable Federal and State laws and regulations. Any third-party product provider must agree to the Master Agreement Terms and Conditions. 0$ Attachment M

Page 1 of 3 ends

Packet Page. 325

NASPO ValuePoint Wireless Data, Voice and Accessories
Product Add Request
0$
Attachment M Page
2 of 3

BILLING
Any Product added to the NASPO ValuePoint Master Agreement must be billed by the Master Agreement Contractor and not by any third party.

COST:

Include a cost matrix to include NASPO ValuePoint contract pricing.

Packet Page. 326

NASPO ValuePoint Wireless Data, Voice and Accessories
Product Add Request
0$
Attachment M Page
3 of 3
APPROVAL:

Upon signature, NASPO ValuePoint approves the addition of the product(s) and/or service(s) referenced herein to the Contract.

Upon signature, Contractor assures that all product(s) and/or service(s) referenced herein meet the terms and conditions of the Contract and understands that NASPO ValueP oint reserves the right to audit Contractor for compliance in accordance with the terms and conditions of the Contract. NASPO ValuePoint also reserves the right (a) to request additional information with respect to the product(s) and/or service(s) throughout the life of the Contract if in the best interest of NASPO ValuePoint.

Contract Vendor:

BY: _____________________________
NAME: _____________________________
TITLE: _____________________________
DATE: _____________________________
NASPO ValuePoint
BY: _____________________________
NAME: _____________________________
TITLE: _____________________________
DATE: _____________________________
DocuSign Envelope ID: E92D1967-A322-489B-A040-566E50455EE5 DocuSign Envelope ID: 04031A24-BA9C-48C2-9727-776570BE5B31 DocuSign Envelope ID: 5E2BDF7F-2CEC-4F57-AA84-F8696BD0F894 DocuSign Envelope ID: 37869B1E-12C0-4216-A9AD-9B24806E9F94 DocuSign Envelope ID: CB963A55-DA9B-4FEF-8EF1-A4061175D1CC

Packet Page. 327

NASPO ValuePoint Wireless Data, Voice and Accessories
Product Add Request
0$Attachment N New Product Request Log

Page 1 of 1 ends

ACTION LOG
Submit updated Action Log with each Request. Log must provide history of previous requests.

CONTRACT VENDOR:__________________________
Contact Name and Email (for questions):__________________________________ DATE:__________________
DATE

SUBMITTED
ACTION REQUESTED: DATE

APPROVED
DocuSign Envelope ID: E92D1967-A322-489B-A040-566E50455EE5 DocuSign Envelope ID: 04031A24-BA9C-48C2-9727-776570BE5B31 DocuSign Envelope ID: 5E2BDF7F-2CEC-4F57-AA84-F8696BD0F894 DocuSign Envelope ID: 37869B1E-12C0-4216-A9AD-9B24806E9F94 DocuSign Envelope ID: CB963A55-DA9B-4FEF-8EF1-A4061175D1CC

Packet Page. 328

DϭϳϲͲϭWireless Data, Voice and Accessories RFP Attachment S: Security Disclosure Statement DϭϳϲͲϭ
Attachment S
Wireless Data, Voice and Accessories
Security Disclosure Stateme nt
A. Purchasing entities are concerned about the security and privacy of information and data related to the performance of this contract. The type of data and information transmitted, stored and processed by the products and services will vary based on the purchasing entities requirements. As a result, it is not possi ble to establish a single set of of security requirements all products and services awarded under this contract must meet. Each purchasing entity purchasing from this contract will determine which products and services have the appropriate cyber security and data controls in place to meet their specific needs. To assist public entities each offeror must submit a Security Disclosure Statement with their proposal.

B. To qual i f y f or any aw ard unde r thi s contract, the Of f e ror must submit a Security Disclosure Statement addressing all of the elements listed belo w. i. In responding, Offeror must address not only the security mec hanisms used by the bidder and its direct subsidiaries, but any partners, subcontractors or other 3rd parties who would be involved in implementing, operating, or in any way coming into contact with the service
ii. Offeror must represent and warrant the accuracy and currency of the information on the completed statement. Offerors are encouraged to complete and submit both exhibits to Attachment D to their proposal.

C. Security Disclosure Statement information required. Offeror shall describe all policies, procedures, measures, methods, certifications and standards the offered product and/or service has in place to protect the purchasing entities security and privacy of information and data involved in the performance of this contract for each numbered statement below. Description responses shall also include; i. If for the specific product or service offered, the numbered security statement is not appropriate because it does not as a matter of accepted DocuSign Envelope ID: E92D1967-A322-489B-A040-566E50455EE5 DocuSign Envelope ID: 04031A24-BA9C-48C2-9727-776570BE5B31 DocuSign Envelope ID: 5E2BDF7F-2CEC-4F57-AA84-F8696BD0F894 DocuSign Envelope ID: 37869B1E-12C0-4216-A9AD-9B24806E9F94 DocuSign Envelope ID: CB963A55-DA9B-4FEF-8EF1-A4061175D1CC

Packet Page. 329

DϭϳϲͲϭ Wireless Data, Voice and Accessories RFP Attachment S: Security Disclosure Statement security practice related to the product or service offered, the offeror shall indicate in a statement that it is not applicable and briefly explain why.
ii. If the specific product or service offered does not comply with the the numbered statement, the offer shall indicate, “does not comply. 1) Me thods and me asure s take n to hol d, prote ct, and di spose of data during and following completion of any contract services. Include how access to a Purchasing Entity’s user accounts or data will not be allowed, except in the course of data center operations, response to service or technical issues, as required by the express terms of the Master Agreement, the applicable Participating Addendum, and/or the applicable Service Level Agreement. 2) Security measures to secure and protect the confidentiality of information and data that is obtained, created, stored, transmitted, processed or otherwise held or managed by the product or service during the performance of all work related to performance of this contract. Include all data confidentiality standards and practices that prevent the exposure to unauthorized personnel, but also managing and reviewing access that administrators have to stored data.
3) Data encryption methods and standards in place to encrypt data at rest and in transit. This includes but is not limited to, encryption standards employed to protect data in transit over either wired or wireless (e.g. cellular, Wi-Fi, or other), and how that might change over the life of the contract.
4) Measures to protect Information about the cost, type, quantity and location of state communications facilities, system assets, plans, procedures, contract information, billing information and other information identified as sensitive by the purchasing entity related to the performance of all work under this contract.
5) Risk and policy management and enforcement measures in place to protect the security of physical assets and information. 6) How distributed access is controlled and managed across IT assets, including data, applications, networks and platforms within the solution. 7) Security management in place to secure data and applications, including threats from outside the service center as well as other customers co-located w i thi n the same se rv i ce ce nte r.
8) De scri be the l oggi ng proce ss i ncl udi ng:
a. The types of services and devices
logged, b. The event types logged, and
c. The information fields will be made available to the authorized Purchasing Entity if requested in their PA after award of the master agreement.
9) Se curi ty Te chni cal Re f e re nce A rchi te cture s are i n pl ace re garding Offerors employees who have access to sensitive data.

Packet Page. 330

DϭϳϲͲϭ Wireless Data, Voice and Accessories RFP Attachment S: Security Disclosure Statement 11) An itemized list of all cyber security standards and, security certifications in place that the products and service offered comply with to ensure appropriate controls and data confidentiality are in place, as well as those in process at time of response. Specifically include HIPAA, FERPA, CJIS Security Policy, PCI Data Security Standards (DSS), IRS Publication 1075, FISMA, NIST 800-53, NIST SP 800- 171, FIPS 200 and FedRAMP (Moderate, High) i f the y apply. Include detailed response on how security standards and certifications will be maintained and updated to meet best practices for maintenance and operations.
12) A detailed list of all third-party attestations, security credentials and certifications, and reports relating to data security, integrity , and othe r controls in place.
13) NIST Cybersecurity Framework, April 16, 2018,Version 1.1 https://doi.or g/10 .60 28 /N IST .CSW P.04 16 20 18: Describe how the offeror is prepared to utilize the NIST Cybersecurity Framework for Turnkey Internet of Things, Other Turnkey Wireless, Applications and Services (Cate gory 3) and Wireless Transport Options (Category 4) as may be implemented by the Purchasing Entity, which may include, but is not limited to:
a. Convey the purchasing entities’ cyber security requireme nts, b. Ide nti f y Functi ons, Cate gori e s, Subcate gori es, and Inf ormati ve References that describe specific cybersecurity activities will provide in the Offerors’s system, products or services under contract with the Purchasing Entity,
c. Communicate cyber security requirements through Cyber Supply Chain Risk Management (SCRM), and
d. Other cybersecurity risk management activities of Offeror’s system, products or services under contract with the purchasing entity. 14) N IST Cybe rse curi ty Frame w ork, Tabl e 2 Frame w ork Core : For e ach subcategory of the all 15 Categories of the NIST Cybersecurity Framework, list the specific standards and certifications, the products or services offered comply with at the time or your proposal. Categories Include:
a. Asset Management (ID.AM): The data, personnel, devices, systems, and facilities that enable the organization to achieve business purposes are identified and managed consistent with their relative importance to organizational objectives and the organization’s risk strategy.
b. Business Environment (ID.BE): The organization’s mission, objectives, stakeholders, and activities are understood and prioritized; this information is used to inform cybersecurity roles, responsibilities, and risk management decisions.
c. Governance (ID.GV): The policies, procedures, and processes to DocuSign Envelope ID: E92D1967-A322-489B-A040-566E50455EE5 DocuSign Envelope ID: 04031A24-BA9C-48C2-9727-776570BE5B31 DocuSign Envelope ID: 5E2BDF7F-2CEC-4F57-AA84-F8696BD0F894 DocuSign Envelope ID: 37869B1E-12C0-4216-A9AD-9B24806E9F94 DocuSign Envelope ID: CB963A55-DA9B-4FEF-8EF1-A4061175D1CC

Packet Page. 331

DϭϳϲͲϭ Wireless Data, Voice and Accessories RFP Attachment S: Security Disclosure Statement manage and monitor the organization’s regulatory, legal, risk, environmental, and operational requirements are understood and inform the management of cybersecurity risk.
d. Risk Assessment (ID.RA): The organization understands the cybersecurity risk to organizational operations (including mission, functions, image, or reputation), organizational assets, and individuals.
e. Risk Management Strategy (ID.RM): The organization’s priorities, constraints, risk tolerances, and assumptions are established and used to support operational risk decisions.
f. Supply Chain Risk Management (ID.SC): The organization’s priorities, constraints, risk tolerances, and assumptions are established and use d to support ri sk de ci si ons associ ate d w i th managi ng suppl y chain risk. The organization has established and implemented th e processes to identify, assess and manage supply chain risks. g. Identity Management, Authentication and Access Control (PR.AC):

Access to physical and logical assets and associated facilities i s limited to authorized users, processes, and devices, and is managed consistent with the assessed risk of unauthorized access to authorized activities and transactions.
h. Awareness and Training (PR.AT): The organization’s personnel and partners are provided cybersecurity awareness education and are trained to perform their cybersecurity related duties and responsibilities consistent with related policies, procedures, and agreements.
i. Data Security (PR.DS): Information and records (data) are managed consistent with the organization’s risk strategy to protect the confidentiality, integrity, and availability of information.
j. Information Protection Processes and Procedures (PR.IP): Security policies (that address purpose, scope, roles, responsibilities, management commitment, and coordination among
organizational entities), processes, and procedures are maintained and used to manage protection of information systems and assets. k. Maintenance (PR.MA): Maintenance and repairs of industrial control and information system components are performed consistent with policies and procedures.
l. Protective Technology (PR.PT): Technical security solutions are managed to ensure the security and resilience of systems and assets, consistent with related policies, procedures, and agreements.
m. Anomalies and Events (DE.AE): Anomalous activity is detected and DocuSign Envelope ID: E92D1967-A322-489B-A040-566E50455EE5 DocuSign Envelope ID: 04031A24-BA9C-48C2-9727-776570BE5B31 DocuSign Envelope ID: 5E2BDF7F-2CEC-4F57-AA84-F8696BD0F894 DocuSign Envelope ID: 37869B1E-12C0-4216-A9AD-9B24806E9F94 DocuSign Envelope ID: CB963A55-DA9B-4FEF-8EF1-A4061175D1CC

Packet Page. 332

the potential impact of events is understood.
n. Security Continuous Monitoring (DE.CM): The information system and assets are monitored to identify cybersecurity events and verify the effectiveness of protective measures.
o. Detection Processes (DE.DP): Detection processes and procedures are maintained and tested to ensure awareness of anomalous events.
p. Re sponse P l anni ng ( RS.RP ) : Re sponse proce sse s and proce dure s are executed and maintained, to ensure response to detected cybersecurity incidents.
q. Communications (RS.CO): Response activities are coordinated with internal and external stakeholders (e.g. external support from law enforcement agencies).
r. Analysis (RS.AN): Analysis is conducted to ensure effective response and support recovery activities.
s. Mi ti gati on ( RS.MI ) : A cti v i ti e s are pe rf orme d to pre v e nt e x pansion of an e v e nt, mi ti gate i ts e f f e cts, and re sol v e the i nci de nt. t. Improvements (RS.IM): Organizational response activities are improved by incorporating lessons learned from current and previous detection/response activities.
u. Recovery Planning (RC.RP): Recovery processes and procedures are executed and maintained to ensure restoration of systems or assets affected by cybersecurity incidents.
v. Improvements (RC.IM): Recovery planning and processes are improved by incorporating lessons learned into future
activities.
w. Communications (RC.CO): Restoration activities are coordinated with internal and external parties (e.g. coordinating centers, Internet Service Providers, owners of attacking systems, victims, other CSIRTs, and vendors).
15) Data Breach/Incident policies and procedures regarding notification to both the purchasing entity of a security incident and/or data breach, as defined in this RFP, and the mitigation of such a breach. Include how proposer will work with Purchasing Entities before, during, and after a Security Incident and a Data Breach. Include information such as:
a. Personnel who will be involved at various stages, include detail on how the Contract Manager will be involved;
b. Response times;
c. Incident levels;
d. Processes and timelines;
e. Methods of communication and assistance; and
f. Other information vital to understanding the service you provide.

Provider should take into consideration that Purchasing Entities may have different DϭϳϲͲϭWireless Data, Voice and Accessories RFP Attachment S: Security Disclosure Statement DocuSign Envelope ID: E92D1967-A322-489B-A040-566E50455EE5 DocuSign Envelope ID: 04031A24-BA9C-48C2-9727-776570BE5B31 DocuSign Envelope ID: 5E2BDF7F-2CEC-4F57-AA84-F8696BD0F894 DocuSign Envelope ID: 37869B1E-12C0-4216-A9AD-9B24806E9F94 DocuSign Envelope ID: CB963A55-DA9B-4FEF-8EF1-A4061175D1CC

Packet Page. 333

DϭϳϲͲϭWireless Data, Voice and Accessories RFP Attachment S: Security Disclosure Statement notification requirements based on applicable laws and the categorization type of the data being processed or stored.
16) Method for compliance with all applicable laws related to data privacy and security including state Security Breach Notification Laws dealing with personally identifiable information (PII). Describe any legal o bligations related to security the offeror will meet over the life of the contract and describe how offeror will report changes to these obligations to the public entity.

D. Any Turnkey Internet of Things, Other Turnkey Wireless system that i ncorporate s SaaS, IaaS or PaaS or other cloud computing element shall complete, provide, and maintain a completed CSA STAR Registry Self-Assessment for that e l e me nt. 2 < https://cloudsec ur ityalliance .or g/st ar/self-asse ssme nt /#_ over view . Offeror must either submit a completed Consensus Assessments Initiative Questionnaire (CAIQ), or submit a report documenting compliance with Cloud Controls Matrix (CCM) that the CAIQ is based on for the element that cloud based.

Packet Page. 334

DϭϳϲͲϭ Wireless Data, Voice and Accessories RFP Attachment S: Security Disclosure Statement T-Mobile Security Disclosure Statement:

As a partner in the DHS National Critical Infrastructure Commun ications Sector, T-Mobile is required to maintain high standards of security compliance, the details of which are not publicly disclosed for purposes of national security.

T-Mobile can provide a general statement of compliance for the required numbered security statements, and may be able to respond with further detail unde r special conditions.

As a general statement, T-Mobile is compliant with the current version of the NIST Cybersecurity Framework as further described below:

T-Mobile follows best practice security standards and guideline s in alignment with the NIST Cyber Security Framework, which specifies the following functio nal domains including 1) Identification, 2) Protection, 3) Detection, 4) Response, and 5 ) Recovery. Additionally, ISO 27001:2013 Information Security Management System and other app licable industry recognized frameworks are utilized.

T-Mobile has multiple physical and environmental policies and p rograms in place. Due to their sensitive nature, T-Mobile can not divulge all of our security methods and practices, but an example of some of the security measures are listed below:
• Cell Sites: Exterior fence with lock; building doors with loc ks; doors alarmed • Switch Sites: Building doors with locks / require card-key ac cess • Data Centers: Building doors with locks / require card-key ac cess; video surveillance systems. All visitors are required to sign in and out of T-Mob ile locations and to wear Visitor badges requiring escorts.

Due to their sensitive nature, we can’t divulge all of our secu rity methods and practices.

However, we can disclose the following:
• T-Mobile requires up-to-date anti-virus software installed on all corporate computers and configured to scan them. This software cannot be disabled by the end user. Data is stored in an encrypted format on all computer s. T-Mobile servers are backed-up on a regular basis, including storing encrypted d ata in off-site locations. Data backup intervals vary. Devices processed by our Business Operations groups are always flashed and wiped. This includes devices retu rned to the distribution centers within our warranty period. Corporate devi ces are built according to a standard security configuration.
• T-Mobile has a formalized and documented Change Management pol icy. Changes are formally documented and requests are reviewed by the Change Control Board to ensure they meet business needs, are technically correct, and w on’t adversely affect services. Only changes approved by the Change Control Board are permitted (with the exception of changes required to remedy a service outage). Managers responsible for the system operations monitor those systems for unauthorize d changes to their environment. Configuration management policy s tates that all proposed configuration changes must be because of a business ne ed; be verified in the lab environment; and follow Change Management procedures fo r introduction DocuSign Envelope ID: E92D1967-A322-489B-A040-566E50455EE5 DocuSign Envelope ID: 04031A24-BA9C-48C2-9727-776570BE5B31 DocuSign Envelope ID: 5E2BDF7F-2CEC-4F57-AA84-F8696BD0F894 DocuSign Envelope ID: 37869B1E-12C0-4216-A9AD-9B24806E9F94 DocuSign Envelope ID: CB963A55-DA9B-4FEF-8EF1-A4061175D1CC

Packet Page. 335

DϭϳϲͲϭ Wireless Data, Voice and Accessories RFP Attachment S: Security Disclosure Statement into the production networks.
• All network traffic is monitored. We have network intrusion de tection systems and monitoring capability in place with corresponding Incident Resp onse Procedure that specifies actions to take upon notification of a security event . Our vulnerability scanning system is integrated within the Engineering networks w ith twice-monthly scanning done. If vulnerabilities are fo und, they are reported to the appropriate system owners. To ensure vulnerabilities have been addressed, f ollow-up testing is conducted.
• T-Mobile requires segregation of duties, which includes prohib iting individuals from approving their own access and requiring management-level appro val of all access, as well as reviewing and validating access requests. T-Mobile h as a formal wireless access policy mandating a standardized secure level of authenti cation and encryption.

Packet Page. 336

DϭϳϲͲϭ
tŝƌĞůĞƐƐĂƚĂ͕sŽŝĐĞ͕ĂŶĚĐĐĞƐƐŽƌŝĞƐ
ƚƚĂĐŚŵĞŶƚs
ĂƚĞŐŽƌǇϯ^ƵďĐĂƚĞŐŽƌǇĞĨŝŶŝƚŝŽŶƐ

/ƚĞŵ ƉƉůŝĐĂƚŝŽŶ ĞĨŝŶŝƚŝŽŶ
&ůĞĞƚDĂŶĂŐĞŵĞŶƚ ůůŽǁƐƚŚĞŵĂŶĂŐĞŵĞŶƚŽĨƚĂƐŬƐĂƐƐŽĐŝĂƚĞĚǁŝ ƚŚŵĂŶĂŐŝŶŐĂĨůĞĞƚŽĨǀĞŚŝĐůĞƐƚŚƌŽƵŐŚ ƚŚĞƵƐĞŽĨƚĞůĞŵĂƚŝĐƐŽƌƌĞŵŽƚĞƐĞŶƐŝŶŐĚĞǀŝĐĞƐ͘
DŽďŝůĞ
/ŶƚĞŐƌĂƚŝŽŶͬDŽďŝůĞ
^ƵďƐƚŝƚƵƚŝŽŶ
^ŽůƵƚŝŽŶƐ
EĞƚǁŽƌŬͲďĂƐĞĚƐŽůƵƚŝŽŶƐƚŚĂƚĂůůŽǁƚŚĞŝŶƚĞŐƌĂƚŝŽŶŽĨĂƵƐĞƌ͛ƐŵŽďŝůĞĚĞǀŝĐĞĂŶĚ ĂĚĞƐŬƉŚŽŶĞ͕ĂŶĚƉƌŽǀŝĚĞĂŶƵŵďĞƌŽĨŽƚŚĞƌďƵƐŝŶĞƐƐͲŽƌŝĞŶƚĞĚĨĞĂƚƵƌĞƐ͘ ƐĂŵŝŶŝŵƵŵ͕ƐŽůƵƚŝŽŶƐŵĞĞƚŝŶŐƚŚŝƐĐƌŝƚĞƌŝĂǁŝůůƉƌŽǀŝĚĞ͗ x ^ŝŶŐůĞEƵŵďĞƌZĞĂĐŚŽƌƚŚĞĂďŝůŝƚǇĨŽƌĂƵƐĞƌƚŽďĞƌĞĂĐŚĞĚĂƚĂƐŝŶŐůĞ ďƵƐŝŶĞƐƐƚĞůĞƉŚŽŶĞŶƵŵďĞƌ͘
x ĂůůƐƚŽƚŚĂƚƐŝŶŐůĞƚĞůĞƉŚŽŶĞŶƵŵďĞƌǁŽƵůĚƌŝŶŐĂƚďŽƚŚƚŚĞƵƐĞƌ͛ƐĚĞƐŬ ƉŚŽŶĞŽƌŵŽďŝůĞĚĞǀŝĐĞĞŝƚŚĞƌƚŚƌŽƵŐŚƐŝŵƵůƚĂŶĞŽƵƐĂŶĚͬŽƌƐĞƋƵĞŶƚŝĂů ƌŝŶŐŝŶŐ͘
x ^ŝŶŐůĞsŽŝĐĞŵĂŝůŽǆĨŽƌĐĂůůƐƚŽƚŚĂƚƐŝŶŐůĞďƵƐŝŶĞƐƐŶƵŵďĞƌ͘ DocuSign Envelope ID: E92D1967-A322-489B-A040-566E50455EE5 DocuSign Envelope ID: 04031A24-BA9C-48C2-9727-776570BE5B31 DocuSign Envelope ID: 5E2BDF7F-2CEC-4F57-AA84-F8696BD0F894 DocuSign Envelope ID: 37869B1E-12C0-4216-A9AD-9B24806E9F94 DocuSign Envelope ID: CB963A55-DA9B-4FEF-8EF1-A4061175D1CC

Packet Page. 337

DϭϳϲͲϭ Wireless Data, Voice and Accessories RFP Attachment W: Offeror Submission Sheet DϭϳϲͲϭ
Attachment W
Wireless Data, Voice and Accessories
Offeror Submission Sheet
Offeror Name: _____ dͲDŽďŝůĞ______________________

Category (subcategory) Yes No Regional
Award?
Category 1: Wireless Voice and Data N/A
Category 2: Wireless Accessories and Equipment N/A
Category 3: Turnkey Wireless Solutions (Check this if any subcategories below)
Category 3: Subcategory A: Fleet Management
Category 3: Subcategory C: Mobile Integration/Mobile Substitution Solutions
DocuSign Envelope ID: E92D1967-A322-489B-A040-566E50455EE5 DocuSign Envelope ID: 04031A24-BA9C-48C2-9727-776570BE5B31 DocuSign Envelope ID: 5E2BDF7F-2CEC-4F57-AA84-F8696BD0F894 DocuSign Envelope ID: 37869B1E-12C0-4216-A9AD-9B24806E9F94 DocuSign Envelope ID: CB963A55-DA9B-4FEF-8EF1-A4061175D1CC

Packet Page. 338

PARTICIPATING ADDENDUM # PA-2022-WDV-TMUS

UNDER THE
STATE OF UTAH COOPERATIVE CONTRACT #MA176
(NASPO VALUEPOINT WIRELESS DATA, VOICE, AND ACCESSORIES) PARTICIPATING ENTITY: STATE OF CALIFORNIA
This Participating Addendum, including the attached Appendix A and Appendix A-1 (the “PA”) is made on ___________the “PA Effective Date”), between the State of California , California Department of Technology (“Participating Entity” or “State” ), and T-Mobile USA, Inc. (“Contractor”) (Participa ting Entity and Contractor are, at times, referred to individually as a “Party” or together as the “Parties”).

Section 1. Recitals

1.1 The Contractor and the State of Utah, acting through its Department of Administration, Purchasing Division, individually and on behalf of the NASPO ValuePoint , a division of the National Association of State Procurement Officials (“NASPO”), are parties to the State of Utah Cooperative Contract #MA176 (NASPO ValuePoint Wireless Data, Voice, and Accessories) dated July 1, 2019 , as amended ( the “Master Agreement”).

1.2 Participating Entity wants to participate in the Master Agreement pursuant to the terms and conditions of the PA.

1.3 The term of this PA begins on the PA Effective Date through May 22, 2023 with two (2), two -year options to extend at the State’s sole discretion .

Notwithstanding the foregoing, the term of this PA will automatically terminate upon the termination or expiration of the Master Agreement.

Section 2. Agreement
In consideration of the recitals set forth in §1 above, which are hereby re -stated and agreed to by the Parties, and for valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties, Participating Entity and the Contractor hereby agree to the terms and conditions of th e PA. The Master Agreement and the PA, together with all valid Purchase Orders submitted to the Contractor by an Authorized Purchasing Entity, together constitute the “CA Agreement”. Unless otherwise defined, capitalized terms in the PA have the meanings ascribed to them in the Master Agreement.
01/26/22

Packet Page. 339

State of California, Statewide Technology Procurement PA-2022-TMUS T-Mobile – CLM 1104695 1/10/2022
Section 3. Authorized Purchasing Entities
The State hereby designates the following as Authorized Purchasing Entities under the CA Agreement: Local government entities defined as any city, county, city and county, district or other local governmental body empowered to expend public funds for the acquisition of goods. Additional qualifying entities include those that are either (i) entirely 100% tax supported, (ii) a local governmental entity with a Joint Powers Agreement (JPA), or (iii) a Federally recognized Indian Tribe. State agencies or other state entities are not Authorized Purchasing Entities. “Authorized Purchasing Entities” also may be referred to as “Purchasing Entities” for purposes of the CA Agreement.

Each Authorized Purchasing Entity placing an Order under this PA will be treated as if it was an individual customer. Except to the extent modified in this PA, each Authorized Purchasing Entity will be responsible for compliance with the terms and conditions of the Master Agreement. Each Authorized Purchasing Entity will be responsible for its own charges, fees and liabilities. Each Authorized Purchasing Entity will have the same rights t o any indemnity or to recover any costs allowed in the Master Agreement for its purchases; and Contractor will apply the charges to each Authorized Purchasing Entity individually. Each Authorized Purchasing Entity agrees to the terms of th is PA, including the disclosure of limited account information (including the name, address, email and phone number of each Authorized Purchasing Entity’s authorized/designated purchasing agent(s)) as part of the contractual reporting requirements to NASPO ValuePoint and/ or the Participating Entity , for purposes of monitoring the contract and calculating the administrative fee.

Section 4. Purchase Orders
Except as set forth herein, Purchase Orders must reference both Master Agreement #MA176 and the PA number to be valid. Upon acceptance of any such valid Purchase Order, the corresponding Authorized Purchasing Entities will be bound by the terms and conditions of the CA Agreement including, without limitation, the obligation to pay the Contractor for Services and related Products provided. Notwithstanding the foregoing, any Purchase Order submitted that does not properly reference the Master Agreement number and/or the PA may be accepted, at the Contractor’s sole discretion, if the Contractor can reasonably a scertain that such Purchase Order was properly authorized and intended for use with the PA. In such instances, the corresponding Purchase Order will be similarly valid and binding. The terms and conditions of the CA Agreement will not be modified or super seded by any terms and conditions in

Packet Page. 340

State of California, Statewide Technology Procurement PA-2022-TMUS T-Mobile – CLM 1104695 1/10/2022
any Authorized Purchasing Entity -generated Purchase Order. Purchase Orders will have no force or effect other than to denote quantity, the products or services purchased, delivery destinations, requested delivery dates and any other information required by the CA Agreement.

Section 5 Primary Contacts
Participating Entity (State): California
Department of Technology
Contractor:

Name Vaibhav Srivastava David Bezzant
Title Contract Manager Vice President,
T-Mobile for Government
Address P.O.BOX 1810, MS 12 Rancho
Cordova, CA 95741
c/o T-Mobile USA, Inc.
12920 SE 38th Street
Bellevue, WA 98006
Telephone (916)460-9818 (425) 383-4000
Email [email protected]
and [email protected]
[email protected]
Section 6. Notice of Administrative Fees
The following charges are being paid by the Contractor under this PA.

6.1 California Department of Technology Administrative Fee Contract Fees to Participating Entity : The Contractor is being charged an Administrative Fee of 1.00% of all Authorized Purchasing Entities Total Wireless Spend, pursuant to the schedule of payments set forth in the Master Agreement. “Total Wireless Spend” for the Participating Entity’s state will be calculated (with respect to Participating Entity state sales only) in the same manner as set forth in Section 6 of Attachment A (NASPO ValuePoint Master Agreement Terms and Conditions) to the Master Agreement.

The Contractor shall submit a check payable to the California Department of Technology, Accounting, P.O. Box 1810, MS Y06, Rancho Cordova, CA 95741 for the calculated administrative fee. This fee shall be included as an adjustment to the Contractor’s NASPO ValuePoint pricing and not invoiced or charged to the Authorized Purchasing Entities for the use of this PA.

Section 7. Authority
By signing below, the corresponding Party’s representative represents that he or she is duly authorized by the Contractor or Participating Entity, as applicable, to execute the PA on behalf of the respective Party, and that the Contractor and Participating Entity agree to be bound by the provisions hereof. In addition,

Packet Page. 341

State of California, Statewide Technology Procurement PA-2022-TMUS T-Mobile – CLM 1104695 1/10/2022
Participating Entity represents that it has re ceived the requisite approvals from the applicable State authority and NASPO to participate in the Master Agreement.

Section 8. Entire Agreement
The Master Agreement and this PA set forth the entire agreement between the Parties with respect to its subject matter, and it supersedes all previous communications, representations or agreements, whether oral or written, with respect thereto.

IN WITNESS WHEREOF, the Parties have executed t he PA as of the PA Effective Date.

T-Mobile USA, Inc. State of California
Signature: Signature:

Printed Name: David Bezzant Printed Name: Tiffany Angulo Title: Title:

Date Signed: Date Signed:

Signature:

Printed Name: Kevin Creed
Title:

Date Signed:

David Bezzant (Jan 21, 2022 17:57 MST)
David Bezzant
Vice President
01/21/22
Senior Director, Legal Affairs
01/26/22
Tiffany Angulo (Jan 26, 2022 09:48 PST)
01/26/22
Assistant Deputy Director

Packet Page. 342

State of California, Statewide Technology Procurement PA-2022-TMUS T-Mobile – CLM 1104695 1/10/2022
Appendix A

1. General Provisions - Wireless Voice And Data Services For NASPO Participating Addendum For Local Government
This PA shall automatically incorporate by reference the General Provisions - Wireless Voice and Data Services for NASPO Participating Addendum for Local Government, which can be found attached hereto as Appendix A-1.

2. Reporting
The Contractor shall provide the following management reports to the State Contract Administrator as reasonably requested. The reports shall reflect the agency’s usage under the contract for the respective month/quarter. Reports shall be submitted in electronic format by email. Upon execution of the Purchase Order, t he Authorized Purchasing Entities understand and agree that the Contractor may provide the State Customer Proprietary Network Information (CPNI) as part of Contractor’s reporting obligations under the Contract for purposes of administering the Participating Addendum.

Listed below are the management reports that shall be provided:
a) Usage Report (quarterly):

The Contractor shall submit a Usage Report for the Total Wireless spend of all Authorized Purchasing Entities on a quarterly basis by the 45th day of the first month of the new quarter. This report shall be reviewed by the State Contract Administrator and shall correlate with the Administration Fee. The Usage Report shall contain the same fields as Attachment H (NASPO ValuePoint Cooperative Contract Detailed Sales Report) of the Contractor’s Master Agreement.
b) Authorized Purchasing Entities Report (annually):

The Authorized Purchasing Entit ies Report shall be submitted to the State Contract Administrator annually by the 30th day of January. The report shall include the name of the Authorized Purchasing Entity, contact name, phone number and email address of the individual responsible for submitting purchase requests for each Authorized Purchasing Entity. This information will be used for t he State Contract Administrator to communicate with the Authorized Purchasing Enti ty’s regarding Contract expiration and transition options.

Packet Page. 343

State of California, Statewide Technology Procurement PA-2022-TMUS T-Mobile – CLM 1104695 1/10/2022
c) Custom Reports:

Authorized Purchasing Entities will have access to Contractor’s order and support portal, which provides a variety of reporting tools , including account management reports, invoicing reports, order reports, and usage reports.

3. CONTRACTOR’S WEBSITE
The Contractor shall provide a website for Authorized Purchasing Entities to manage accounts, get product information, and to order Products and Services.

The Contractor shall maintain, support and keep current a NASPO-specific contract website with current pricing, general cont ract information, and Contractor point of contact information.

4. LOCAL NUMBER PORTABILITY
Authorized Purchasing Entities may be able to transfer a Master Account User's Number to or from another provider with whom Contractor has a porting relationship in accordance with Contractor internal business policies.

5. OUT OF STOCK
The Contractor shall alert the Authorized Purchasing Entities at time of order, or within three (3) business days after order if a Product is out of stock or subject to backorder date for delivery . The Authorized Purchasing Entity has the option to cancel the Product and/or purchase another Product. Under no circumstances the Contractor will make unauthorized substitutions.

6. SHIPPED ORDERS
All deliveries shall be F.O.B. destination, freight pre ‐paid, with all transportation and handling charges paid by the Contractor.

7. ORDER ACKNOWLEDGEMENT
The Contractor shall provide the Authorized Purchasing Entities (via self-service in the Contractor’s order and support portal) with an Order receipt acknowledgement within one (1) business day after receipt of Order. The Order receipt acknowledgement shall contain:
a) Product(s) and/or Service plan(s) purchased
b) Contractor order number
c) Customer name, as designated by the Authorized Purchasing Entity d) Bill to address

Packet Page. 344

State of California, Statewide Technology Procurement PA-2022-TMUS T-Mobile – CLM 1104695 1/10/2022
e) Ship to address

8. SHIPMENT CONFIRMATION
The Contractor shall provide a shipment confirmation to the Authorized Purchasing Entity (via self-service in the Contractor’s order and support portal) on the day the Order is shipped. Shipment confirmation shall include, at a minimum:
a) Phone number for new lines, if applicable
b) Electronic Serial Number (ESN), International Mobile Equipment Identity (IMEI), or Mobile Equipment Identifier (MEID), if applicable c) Date shipped
d) Tracking number

9. DELIVERY SCHEDULES
Delivery for Orders placed against this CA Agreement shall be in accordance with the following:
a) Locations
Deliveries are to be made (statewide) to the location specified on the individual Purchase Order, which may include, but not limited to inside buildings, high-rise office buildings, and receiving docks. b) Schedule
The Contractor shall make reasonable efforts to deliver in-stock Products within five (5) business days after order receipt acknowledgement.

10. PACKING SLIP INFORMATION
All shipped Orders shall include a packing slip (via self -service in the Contractor’s order and support portal) with the following information:
a) Customer name, as designated by the Authorized Purchasing Entity b) Ship-to address
c) Contractor Order number
d) Description of items

11. INVOICING
Invoice content will vary depending on the type of Service. Invoices shall include data as defined below for an Authorized Purchasing Entity to validate charges.

The Contractor’s Invoice shall include, at a minimum:
a) Contractor name, address, and telephone number

Packet Page. 345

State of California, Statewide Technology Procurement PA-2022-TMUS T-Mobile – CLM 1104695 1/10/2022
b) Authorized Purchasing Entity Name
c) Invoice number
d) Invoice date
e) Account Number
f) Line-item description
g) Quantity purchased
h) Unit of measure
i) Unit Price
j) Total Non-recurring Charges (NRC)/Total One-Time Charges k) Total Recurring Charges (MRC)/Total Monthly Recurring Charges l) State sales and/or use tax
m) Total Adjustments
n) Total Charges
The Authorized Purchasing Entity’s obligation to make payment pursuant to the contract is subject to services completed and signed off by the Authorized Purchasing Entity and the availability of appropriation funds.   Receipt of a Purchase Order under this Participating Addendum is proof of funds for that order.

12. WARRANTY
Equipment is covered by the manufacturer’s consumer warranty that will be passed through to the Customer. The Contractor shall provide manufacturer’s warranty information (terms and conditions, provider, etc.) to the Customer with all Equipment at the time of delivery. The Contractor shall work with the Customer to facilitate Equipment replacement.

13. DAMAGED, DEFECTIVE AND ITEMS SHIPPED IN ERROR
The Contractor shall provide credit and/or replacement for freight -damaged or defective Products within 48 hours after notification by the Authorized Purchasing Entity at no charge. This also includes incorrect Products shipped or an order entry error by the Contractor’s customer service representative. The Contractor cannot require the Authorized Purchasing Entity to deal directly with the manufacturer.

Additionally, the Contractor shall provide the Authorized Purchasing Entities with a prepaid and self -addressed container suitable for the return of the Products.

Authorized Purchasing Entities shall not be assessed restocking fees or any other fees for items trialed and then returned as unacceptable for any reason.

Packet Page. 346

State of California, Statewide Technology Procurement PA-2022-TMUS T-Mobile – CLM 1104695 1/10/2022

14. ACTIVATIONS/TERMINATIONS/SUSPENSIONS AND ACCOUNT CHANGES a) Existing Equipment: The Contractor shall activate or suspend Service or make account changes on existing Product(s) and complete requested plan changes within 48 hours of notification by the Authorized Purchasing Entity. The Contractor shall provide the appropriate Authorized Purchasing Entity with an account change or suspension confirmation within 24 hours of a change or suspension request.
b) New Equipment: The Contractor shall allow for Service activation on new equipment promptly following delivery of equipment, excluding activations involving number portability.
c) Emergency Service Activation: In the event of emergency, i.e. State declaration of emergency during a disaster, the Contractor shall (subject to any force majeure rights available to Contractor) make commercially reasonable efforts to activate Products within 24 hours or less after request. d) Temporary Suspension and Reactivation: The Contractor shall suspend or reactivate lines within 48 hours of request. During periods of suspension, the line must not incur any charges and the wireless number must not change, provided that the suspension period does not exceed 90 consecutive calendar days or 180 total days in any year.

15. SERVICE PLAN CHANGES
There shall be no change fees or service plan term extension s when a subscriber changes service plans, unless expressly provided otherwise within the terms and conditions of the service plan(s).

16. PRODUCT RECALL
Authorized Purchasing Entities will be notified if a Master Agreement Product is affected by a product recall. The Contractor will provide notification and instructions on how to return or replace the Product.

17. ACCEPTANCE TESTING PERIOD
Inspection and acceptance will be in accordance with Section 15 of Attachment A (NASPO ValuePoint Master Agreement Terms and Conditions) to the Master Agreement.

Packet Page. 347

State of California, Statewide Technology Procurement PA-2022-TMUS T-Mobile – CLM 1104695 1/10/2022
APPENDIX A-1

GENERAL PROVISIONS – WIRELESS VOICE AND DATA SERVICES
FOR

NASPO PARTICIPATING ADDENDUM FOR LOCAL GOVERNMENT
Revised 12/14/2021
Issued By:

STATE OF CALIFORNIA
California Department of Technology
Statewide Technology Procurement
P.O. BOX 1910
RANCHO CORDOVA, CA 95741

Packet Page. 348

State of California, Statewide Technology Procurement PA-2022-TMUS T-Mobile – CLM 1104695 1/10/2022

1. DEFINITIONS 3

2. PURPOSE 5

3. PARTICIPATING ADDENDUM EFFECTIVE DATE 5

4. IRREVOCABLE OFFER 6

5. COMPLETE INTEGRATION 6

6. SEVERABLITY/SURVIVAL CLAUSE 6

7. INDEPENDENT CONTRACTOR 6

8. APPLICABLE LAW 6

9. COMPLIANCE WITH STATUTES AND REGULATIONS 7

10. CONTRACTOR’S POWER AND AUTHORITY 8

11. ASSIGNMENT 8

12. WAIVER OF RIGHTS 8

13. ORDER OF PRECEDENCE 9

14. SUBSTITUTIONS 9

15. SERVICE INTERRUPTIONS 9

16. ENHANCEMENT OF CELLULAR SERVICE 9

17. SAFETY AND ACCIDENT PREVENTION 9

18. INSURANCE 10

19. TERMINATION FOR THE CONVENIENCE OF THE STATE 10

20. TERMINATION FOR DEFAULT 11

21. RIGHTS AND REMEDIES FOR DEFAULT 11

22. LIMITATION OF LIABILITY 12

23. STATEMENT OF ECONOMIC INTERESTS 13

24. ACCESS TO FACILITIES/FACILITIES ACCESS POLICIES 13

25. USE AND ADVERTISING USE OF DATA 14

26. CONTRACTOR’S LIABILITY FOR INJURY TO PERSONS OR DAMAGE TO PROPERTY 14

27. INDEMNIFICATION 14

28. SERVICE TAXES, FEES, SURCHARGES, AND SURCREDITS 15

29. NEWLY MANUFACTURED EQUIPMENT 16

30. PARTICIPATING ADDENDUM MODIFICATION 17

31. NEWS RELEASES 17

32. SOFTWARE LICENSE 17

33. PROTECTION OF CONTRACTOR FURNISHED PROPRIETARY SOFTWARE AND OTHER PROPRIETARY DATA 17

34. FUTURE RELEASES 18

Packet Page. 349

State of California, Statewide Technology Procurement PA-2022-TMUS T-Mobile – CLM 1104695 1/10/2022

35. ENCRYPTION & AUTHORIZATION KEYS 18

36. PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY 18

37. EXAMINATION AND AUDIT 20

38. CONTINUING STANDARDS OF PERFORMANCE FOR CONTRACTOR SERVICES 22

39. AVAILABILITY 25

40. DISPUTES 25

41. STOP WORK 26

42. COVENANT AGAINST GRATUITIES 27

43. ASSIGNMENT OF ANTITRUST ACTIONS 27

44. RECYCLING 28

45. CHILD SUPPORT COMPLIANCE ACT 29

46. SET-OFF RIGHTS 29

47. CONTRACTOR PERSONNEL 29

48. CONTRACTOR BUSINESS RELATIONSHIP RESPONSIBILITY 31

49. PROVISIONING OF DELIVERABLES AND SERVICES 31

50. NEED FOR CONTRACTOR SERVICES DUE TO EMERGENCY 31

51. NON-EXCLUSIVE AGREEMENT 31

52. CHARGES 32

53. CONTRACTOR COMMITMENTS AND REPRESENTATIONS 32

54. SERVICE TO PUBLIC ENTITIES AND LOCAL GOVERNMENT AGENCIES 33

55. SERVICE COSTS 33

56. FEDERAL UNIVERSAL SERVICE FUND 33

57. EXISTING EQUIPMENT & TITLE TO EQUIPMENT 33

58. UNLAWFUL USE 34

59. DISENTANGLEMENT (MIGRATION-OUT) 34

60. SUBCONTRACTORS 36

61. SECURITY AND POLICIES 37

62. ELECTRONIC WASTE RECYCLING ACT OF 2003 38

63. USE TAX COLLECTION 38

64. EXPATRIATE CORPORATIONS 38

65. DOMESTIC PARTNERS 38

66. PRIORITY HIRING 38

Packet Page. 350

State of California Statewide Technology Procurement

T-Mobile – CLM 1104695 1/10/2022

1. DEFINITIONS
The following terms shall be given the meaning shown below. "Application Program" means a computer program intended to be executed for the purpose of performing useful work for the user of the information being processed.

Application programs are developed or otherwise acquired by the user of the Hardware/Software system, but they may be supplied by the Contractor. "Authorized Purchasing Entities" means any Local government entities defined as any city, county, city and county, district or other local governmental body empowered to expend public funds for the acquisition of goods. Addit ional qualifying entities include those that are either entirely 100% tax supported, a local governmental entity with a Joint Powers Agreement (JPA), or a federally recognized Indian Tribe.

State agencies or other state entities are not Authorized Purchasing Entities. "Commercial Software" means Software developed or regularly used that: (i) has been sold, leased, or licensed to the general public; (ii) has been offered for sale, lease, or license to the general public; (iii) has not been offered, sold, leased, or licensed to the public but will be available for commercial sale, lease, or license in time to satisfy the delivery requirements of this Contract; or (iv) satisfies a criterion expressed in (i), (ii), or (iii) above and would require only minor modifications to meet the requirements of this Contract.
"CA Agreement" or “Contract” means the Master Agreement and the PA, together with all valid Purchase Orders submitted to the Contractor by an Authorized Purchasing Entity. "Contractor" means the business entity with whom the State enters into this Contract.

Contractor shall be synonymous with "supplier", "vendor" or other similar term. "Deliverables" means Equipment (including Cellular Equipment) Services, Software, Information Technolog y, Telecommunications, Hardware, Documentation and other items (e.g. reports) to be delivered pursuant to this Contract, including any such items furnished incident to the provision of Services.
"Documentation" means manuals and other printed materials necessary or useful to the Authorized Purchasing Entities in its use or maintenance of the Equipment or Software provided hereunder. Manuals and other printed materials customized for the Authorized Purchasing Entities hereunder constitute Work Product if su ch materials are required by the Purchase Order.
"Equipment" is an all -inclusive term which refers either to individual machines or to a complete data processing system including its Hardware and Operating Software (if any), and Cellular Equipment.

Packet Page. 351

State of California Statewide Technology Procurement

T-Mobile – CLM 1104695 1/10/2022
"Equipment Failure" is a malfunction in the Equipment, excluding all external factors, which prevents the accomplishment of the Equipment's intended function(s). If microcode or Operating Software residing in the Equipment is necessary for the proper operation of the Equipment, a failure of such microcode or Operating Software which prevents the accomplishment of the Equipment's intended functions shall be deemed to be an Equipment Failure.
"Hardware" usually refers to computer Equipment and is contrasted with Software. See also equipment.
"Information Technology" includes, but is not limited to, all electronic technology systems and Services, automated information handling, System design and analysis, conversion of data, computer programming, information stora ge and retrieval, Telecommunications which include voice, video, and data communications, requisite System controls, simulation, electronic commerce and all related interactions between people and Machines.
“Maintenance" includes: (i) remedial maintenance performed by the Contractor or manufacturer as a of a result of Services, Equipment or Software failure, and which is performed as required, i.e. on an unscheduled basis; or (ii) maintenance performed on a scheduled basis by the Contractor or manufacturer and is designed to keep the Equipment and/or Software in proper operating condition. "Master Agreement " means the Contractor’s State of Utah Cooperative Contract (NASPO ValuePoint Wireless Data, Voice, and Accessories), and any amendments thereto.
"Operating Software" means those routines, whether or not identified as Program Products, that reside in the Equipment and are required for the Equipment to perform its intended function(s), and which interface the operator, other Contractor -supplied programs, and user programs to the Equipment.
"Participating Addendum" or “PA” means the Participating Addendum under the NASPO ValuePoint Wireless Communication Services and Equipment to which these General Provisions are attached and into which these General Provisions are incorporated. “Purchase Order” has the meaning given to it in the Master Agreement. "Services" means any and all Services, including cellular Services required to be performed by the Contractor pursuant to Contract.
"Software" means an all-inclusive term which refers to any computer programs, routines, or subroutines supplied by the Contractor, including operating software, Programming Aids, Application Programs, and Program Products.

Packet Page. 352

State of California Statewide Technology Procurement

T-Mobile – CLM 1104695 1/10/2022
"Software Failure" means a malfunction in the Contractor-supplied Software, other than Operating Software, which prevents the accomplishment of work, even though the Equipment (including its Operating Software) may still be capable of operating properly.

For Operating Software failure, see definition of Equipment Failure. "State" means the government of the State of California, its employees and authorized representatives, including without limitation any department, agency, or other unit of the government of the State of California.
"System" means the complete collection of Hardware, Software and Services as described in this Contract, integrated and functioning together, and performing in accordance with this Contract.
"Telecommunications" means to include all Hardware, Softwar e and Service components involved in the secure, efficient and reliable delivery of analog and digital data streams to and/or from government ‘end systems’. Examples of the components that comprise a Telecommunications System are communications links, routers, switches, multiplexers, transmitters, repeaters, and firewalls. The end systems which are interconnected via a telecommunications system include discrete hardware and software elements that accept analog or digital data streams for storage, processing or conversion to an end user. Examples of end systems are servers, telephones, video displays, and handheld computing devices.
“Telecommunications Service” means the providing, allowing, facilitating, or generating of any form of Telecommunication throug h the use of a Telecommunications device over a Telecommunications system.
“Telecommunications System” means systems, Services or components that: (i) Do not create data except for use by the Telecommunications system or systems used to monitor or manage t he Telecommunications system. (ii) Do not store data except transiently for purposes related to network routing, performance optimization or error recovery. (iii) Do not delete or modify data except for purposes related to the reliability, efficiency and security of the Telecommunications Service.

2. PURPOSE
These General Provisions-Wireless Voice and Data Services are part of the Participating Addendum (“PA”) entered into between the State and the Contractor.

3. PARTICIPATING ADDENDUM EFFECTIVE DATE
The PA (including this Appendix A -1) signed by the Contractor shall not become effective until signed by the Department of Technology (“PA Effective Date”).

Packet Page. 353

State of California Statewide Technology Procurement

T-Mobile – CLM 1104695 1/10/2022

4. IRREVOCABLE OFFER
From the date that the Contractor executes the PA (“Signing Date”) until such time as the State executes the PA (but in no event beyond 90 days after the Signing Date), and as such process is further described herein, the PA constitutes the irrevocable, firm offer by the Contractor to provide the Services to the Authorized Purchasing Entit ies for the charges in accordance with the PA. The PA shall not be binding or of any legal force or effect on the State until the authorized execution of the PA by the California Department of Technology, as provided in Section 3 (Participating Addendum Effective Date).

5. COMPLETE INTEGRATION
The PA, including any documents incorporated herein by express reference (including the Master Agreement referenced in the PA) , is intended to be a complete integration and there are no prior, contemporaneous, different, or additional agreements pertaining to the subject matter of the PA.

6. SEVERABLITY/SURVIVAL CLAUSE
If any provision of the PA is found to be illegal or unenforceab le, such term or provision shall be deemed stricken and the remainder of the PA shall remain in full force and effect.

7. INDEPENDENT CONTRACTOR
The Contractor and the agents and employees of the Contractor, in the performance of the PA, shall act in an inde pendent capacity and not as officers or employees or agents of the State or any Authorized Purchasing Entities.

8. APPLICABLE LAW
a) The PA shall be governed by and interpreted in accordance with the laws of the State of California; venue of any action brought with regard to this PA shall be in Sacramento County, Sacramento, California. Each party irrevocably submits to the sole and exclusive jurisdiction of the courts in Sacramento County, Sacramento California. To the extent Services in the PA are subject to t he jurisdiction of the California Public Utilities Commission (CPUC), the CPUC shall have jurisdiction over the PA, and the PA and related Services may be subject to modification from time to time as the CPUC may so order in the exercise of their lawful ju risdiction. The United Nations Convention on Contracts for the International Sale of Equipment shall not apply to the PA.
b) The Contractor, in conducting its business as required by the PA, shall comply with the Communications Act of 1934, as amended (inclu ding, but not limited to, the Telecommunications Act of 1996 and subsequent Acts), and as interpreted and

Packet Page. 354

State of California Statewide Technology Procurement

T-Mobile – CLM 1104695 1/10/2022
applied by the applicable regulatory authorities and courts and any applicable rules, regulations and decisions of the Federal Communications Commission (FCC) and the CPUC.

9. COMPLIANCE WITH STATUTES AND REGULATIONS
a) The State, Authorized Purchasing Entities and the Contractor warrant and certify that in the performance of the PA, they will comply with all applicable statutes, rules, regulations and order s of the United States and the State of California. The Contractor agrees to indemnify the State and Authorized Purchasing Entities against any loss, cost, damage or liability by reason of the Contractor’s violation of this provision.
b) The State and Authorized Purchasing Entities will notify the Contractor of any such claim in writing and tender the defense thereof within a reasonable time; and c) The Contractor will have sole control of the defense of any action on such claim and all negotiations for its sett lement or compromise; provided that: (i) when substantial principles of government or public law are involved, when litigation might create precedent affecting future State and Authorized Purchasing Entities operations or liability, or when involvement of the State and Authorized Purchasing Entities is otherwise mandated by law, the State and Authorized Purchasing Entities may participate in such action at their own expense with respect to attorneys’ fees and costs (but not liability); (ii) where a settleme nt would impose liability on the State and Authorized Purchasing Entities, affect principles of California government or public law, or impact the authority of the State and Authorized Purchasing Entities, the Department of Technology shall have the right to approve or disapprove any settlement or compromise, which approval will not unreasonably be withheld or delayed; and (iii) the State and Authorized Purchasing Entities will reasonably cooperate in the defense and in any related settlement negotiations.
d) To the extent that the PA falls within the scope of Government Code section 11135, the Contractor hereby agrees to respond to and resolve any complaint brought against the Contractor pursuant to this section.
e) In the event that any term or action required in the PA requires a regulatory filing, the Contractor shall make such filing and such action and/or term shall, to the extent applicable, be made effective pursuant to the rules of the FCC and/or the CPUC. To the extent applicable, the Contractor shall make the appropriate FCC filing in a timely manner with the rates being effective consistent with FCC requirements.

Packet Page. 355

State of California Statewide Technology Procurement

T-Mobile – CLM 1104695 1/10/2022
f) In addition to the foregoing, the Contractor shall, after execution of the PA, make all necessary regulatory filings.

10. CONTRACTOR’S POWER AND AUTHORITY
a) The Contractor warrants that it has full power and authority to grant the rights herein granted and will hold the State and Authorized Purchasing Entities harmless from and against any loss, cost, liability, and expense (including reasonable attorney fees) arising out of any breach of this warranty. Further, the Contractor avers that it will not enter into any arrangement with any third party which might abridge any rights of the State and Authorized Purchasing Entities under the PA. b) The State and Authorized Purchasing Entities will notify the Contractor of any such claim in writing and tender the defense thereof within a reasonable time; and c) The Contractor will have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided that (i) when substantial principles of government or public law are involved, when litigation might create precedent affecting future State and Authorized Purchasing Entities operations or liability, or when involvement of the State and Authorized Purchasing Entities is otherwise mandated by law, the State and Authorized Purchasing Entities may participate in such action at their own expense with respect to attorneys’ fees and costs (but not liability); (ii) where a settlement would impose liability on the State and Authorized Purchasing Entities, affect principles of California government or public law, or impact the authority of the State and Authorized Purchasing Entities, the Department of Technology will have the right to approve or disapprove any settlement or compromise, which approval will not unreasonably be withheld or delayed; and (iii) the State and Authorized Purchasing Entities will reasonably cooperate in the defense and in any related settlement negotiations.

11. ASSIGNMENT
The PA shall not be assignable by the Contractor in whole or in part without the written consent of the State. The State’s consent shall not be unreasonably withheld or delayed.

For the purpose of this paragraph, the State will not unreasonably prohibit the Contractor from freely assigning its right to payment, provided that Contractor remains responsible for its obligations hereunder.

12. WAIVER OF RIGHTS
Any action (other than an express written waiver) or inaction by the State and Authorized Purchasing Entities or the failure of the State and Authorized Purchasing Entities on any occasion, to enforce any right or provision of the PA, shall not be construed to be a

Packet Page. 356

State of California Statewide Technology Procurement

T-Mobile – CLM 1104695 1/10/2022
waiver by the State of its rights hereunder and shall not prevent the State and Authorized Purchasing Entities from enforcing such provision or right on any future occasion. The rights and remedies of the State and Authorized Purchasing Entities herein are cumulative and are in addition to any other rights or remedies that the S tate and Authorized Purchasing Entities may have at law or in equity.

13. ORDER OF PRECEDENCE
In the event of any inconsistency between the articles, attachments, specifications or provisions which constitute the CA Agreement, the following order of precedence shall apply:
1) The PA including the General Provisions - Wireless Voice and Data Services. 2) The NASPO Master Agreement ( Master Agreement ), and any attachments thereto.
3) Purchase Order and related ordering documents such as Work Authorizations (subject to Section 4 of the PA).

14. SUBSTITUTIONS
Substitution of Deliverables may not be tendered without five (5) days advance written consent of the Authorized Purchasing Entities . The Contractor shall not use any specification in lieu of those contained in the PA without written consent of the Authorized Purchasing Entities.

15. SERVICE INTERRUPTIONS
The Contractor’s liability for Service interruptions, if any, shall be limited to credit out of allowances provided for in the Master Agreement.

16. ENHANCEMENT OF CELLULAR SERVICE
The Authorized Purchasing Entities must obtain the Contractor’s prior approval (which Contractor may withhold in its sole discretion) and written agreement before they may install, deploy or use any regeneration equipment or similar mechanism (for example , a repeater) to originate, amplify, enhance, retransmit or regenerate Cellular Service.

17. SAFETY AND ACCIDENT PREVENTION
In performing work on Authorized Purchasing Entities premises, the Contractor shall conform to any specific safety requirements require d by law or regulation. The Contractor may consider any additional precautions as reasonably requested by the Authorized Purchasing Entities for safety and accident prevention purposes.

Packet Page. 357

State of California Statewide Technology Procurement

T-Mobile – CLM 1104695 1/10/2022

18. INSURANCE
The Contractor shall maintain all commercial general liabil ity insurance, workers’ compensation insurance and any other insurance required under the Master Agreement.

19. TERMINATION FOR THE CONVENIENCE OF THE STATE
a) The State may terminate this Contract for convenience if the Deputy Director, Department of Technology , Statewide Technology Procurement, or designee, determines that a termination is in the State’s interest. The Deputy Director, Department of Technology, Statewide Technology Procurement, or designee, shall terminate by delivering to the Contractor a Notice of Termination specifying the extent of termination and the effective date thereof, such date not to be earlier than thirty (30) days from the date the notice is delivered. b) After receipt of a Notice of Termination, and except as directed by the State, the Contractor shall immediately proceed with the following obligations, as applicable, regardless of any delay in determining or adjusting any amounts due under this clause. The Contractor shall:
i. Stop work as specified in the Notice of Termination (except as required by any Disentanglement/Migration-Out Services).
ii. Place no further subcontracts for materials, Services, or facilities, except as necessary to complete the continuing portion of the Contract. iii. Terminate all subcontracts to the extent they relate to the work terminated. iv. Settle all outstanding liabilities and termination settlement proposals arising from the termination of subcontracts.
c) After termination, the Contractor shall submit a final termination settlement proposal to the State in the form and with the information prescribed by the State.

The Contractor shall submit the proposal promptly, but no later than ninety (90) days after the effective date of termination, unless a different time is provided in the Notice of Termination.
d) The Contracto r and the State may agree upon the whole or any part of the amount to be paid as requested under subsection c) above. e) Unless otherwise specified, upon the termination for convenience, the State shall have no obligation to pay the Contractor any amount other than in accordance with the terms of the this Contract the agreed upon price for Deliverables accepted by the State, adjusted for any savings on freight and other charges plus any unrecovered amortized capital costs originally identified in writing by the

Packet Page. 358

State of California Statewide Technology Procurement

T-Mobile – CLM 1104695 1/10/2022
Contractor and approved in advance by the State, calculated using Generally Accepted Accounting Principles.

20. TERMINATION FOR DEFAULT
Unless otherwise specified in the Contract:
a) The State may, subject to the clause titled “Force Majeure”, by written notic e of default to the Contractor, terminate this Contract in whole or in part if the Contractor fails to:
i. Deliver the Deliverables or perform the Services within the time specified in the Contract or any amendment thereto;
ii. Make progress, so that the lack of progress endangers performance of this Contract; or
iii. Perform any of the material provisions of this Contract. b) The State’s right to terminate this Contract under subsection a) above, may be exercised if the failure constitutes a material breach of this Contr act and if the Contractor does not cure such failure within the time frame stated in the State’s cure notice, which in no event will be less than thirty (30) days. c) If, after termination, it is determined by a final decision that the Contractor was not in d efault, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. d) Both parties, State and the Contractor, upon any termination for default, have a duty to mitigate the damages suffered by it.
e) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract, and are subject to the clause titled “Limitation of Liability”.

21. RIGHTS AND REMEDIES FOR DEFAULT
a) In the event any Deliverables furnished or Services provided by the Contractor in the performance of the PA should fail to conform to the requirements herein, the Authorized Purchasing Entities may reject the same, and it shall become the duty of the Contractor to reclaim and remove the Deliverable s promptly, including by providing the Authorized Purchasing Entities with appropriate instructions for returning the Equipment, or to correct the performance of the Services, without expense to the Authorized Purchasing Entities, and promptly replace or re-perform all such rejected Deliverables or Services, as applicable, with others conforming to the Contract.

Packet Page. 359

State of California Statewide Technology Procurement

T-Mobile – CLM 1104695 1/10/2022
b) In addition to any other rights and remedies , the Authorized Purchasing Entities may require the Contractor, at the Contractor’s expense, to ship Deliverables via air freight or expedited routing to avoid or minimize actual or potential delay if the delay is the fault of the Contractor.
c) In the event of the termination of the Contract, either in whole or in part, by reason of default or breach by the Contractor, any direct damages sustained by the Authorized Purchasing Entities in procuring any items which the Contractor agreed to supply shall be borne and paid for by the Contractor. d) The Authorized Purchasing Entities reserves the right to offset the reasonable cost of all direct damages caused to the Authorized Purchasing Entities against any outstanding invoices or amounts owed to the Contractor or to make a claim against the Contractor therefore.

22. LIMITATION OF LIABILITY
a) Except as may be otherwise approved by the California Department of Technology, Chief Technology Officer or designee, and subject to subsection b) below, the Contractor’s liability for damages to the State for any cause whatsoever, and regardl ess of the form of action, whether in contract or in tort, shall be limited to the Purchase Price. For purposes of this subsection a), “Purchase Price” will mean the aggregate PA price; except that, with respect to a Contract under which multiple Purchase Orders will be issued (e.g., a Master Agreement or Multiple Award Schedule contract), “Purchase Price” will mean the total price of the Purchase Order for the Deliverable(s) or Service(s) that gave rise to the loss, such that the Contractor will have a sep arate limitation of liability for each Purchase Order.
b) The foregoing limitation of liability shall not apply (i) to any liability under the Section 9 (Compliance with Statutes and Regulations) (ii) to liability under Section 38 (Patent, Copyright, and Tra de Secret Indemnity) or to any other liability (including without limitation indemnification obligations) for infringement of third party intellectual property rights; (ii i) to claims covered by any specific provision herein calling for liquidated damages; (iv) to claims arising under provisions herein calling for indemnification for third party claims against the State or Authorized Purchasing Entities for bodily injury to persons or damage to real or tangible personal property caused by the Contractor’s negligence or willful misconduct; (v) to costs or attorney’s fees that the State or Authorized Purchasing Entities becomes entitled to recover as a prevailing party in any action, or (v i) to direct costs of mitigation, remediation and/or notification obliga tions resulting from any data breach.

Packet Page. 360

State of California Statewide Technology Procurement

T-Mobile – CLM 1104695 1/10/2022
c) Nothing herein shall be construed to waive or limit the State’s sovereign immunity or any other immunity from suit provided by law.
d) In no event will either the Contractor or the State or Authorized Purchasing Entities be liable for consequential, incidental, indirect, special, or punitive damages, even if notification has been given as to the possibility of such damages, except (i) to the extent that the Contractor’s liability for such damages is specifically set forth in the Purchase Order or (ii) to the extent that the Contractor’s liability for such damages arises out of subsection b)(i), b)(ii), or b)(iv) above.

23. STATEMENT OF ECONOMIC INTERESTS
As applicable, consultants can be categorized as a public official for pu rposes of adherence to Conflict of Interest laws and the filing of a Statement of Economic Interests (Form 700). As such, upon award and prior to beginning work, and on an annual basis, the consultant's staff and/or subcontractors (as applicable) engaged i n performing the Services described in the PA are required to complete and submit a Form 700 to the State of California. To acquire an exemption from this requirement, consultant must submit a request to the Department of Technology, Statewide Technology Procurement explaining the basis for the reque st and the staff or subcontractor staff to be excluded on that basis. Form 700 and instructions can be accessed at the California Fair Political Practices Commission website, http://www.fppc.ca.gov.

24. ACCESS TO FACILITIES/FACILITIES ACCESS POLICIES
a) The Authorized Purchasing Entities acknowledge that the Contractor or its employees and/or subcontractors (collectively the “Contractor Personnel”) may work closely with the Authorized Purchasing Entities to implement and perform the Services by working on the premises of participating Authorized Purchasing Entities. b) The Authorized Purchasing Entities will ensure that Contractor Personnel have access to Authorized Purchasing Entities ’ Locations as reasonably necessary for the Contractor to provide the Services for which the Contractor is responsible. c) Contractor Personnel will coordinate with the Authorized Purchasing Entities as necessary to obtain access to Authorized Purchasing Entities’ Locations to perform the Services, or to perform other obligations as contained herein. d) If, as part of Authorized Purchasing Entities ’ agency or standard policies and procedures regarding the Contractors working onsite, Authorized Purchasing Entities may require Contractor Personnel to comply with the Authorized Purchasing Entities standard access policies, prior to placing an order, that requires access to Authorized Purchasing Entities ’ Locations (“Standard Access Agreements”), the Authorized Purchasing Entities will: (i) provide a copy of or an

Packet Page. 361

State of California Statewide Technology Procurement

T-Mobile – CLM 1104695 1/10/2022
URL link to such Standard Access Agreements to the Contractor in advance of placing any order that requires access to the Authorized Purchasing Entities ’ Locations, or (ii) copies or references to Standard Access Agreements already executed by the Contractor that apply, if any, with a statement that those are still applicable to Contractor Personnel.

25. USE AND ADVERTISING USE OF DATA
The Contractor or its third party providers are not authorized to use, sell, resell, package or repackage or publicly display any information deemed by the Authorized Purchasing Entities as confidential, sensitive or personal information pursuant to the PA language or Authorized Purchasing Entities data without written express approval of the Authorized Purchasing Entities. Th is restriction includes key word searching or data mining of Authorized Purchasing Entities data.

26. CONTRACTOR’S LIABILITY FOR INJURY TO PERSONS OR DAMAGE TO PROPERTY a) Except to the extent arising out of an Authorized Purchasing Entities Representative’s (as defined below) own negligence, the Contractor shall be liable for damages arising out of injury to the person and/or damage to the property of the Authorized Purchas ing Entities, employees of the Authorized Purchasing Entities, persons designated by the Authorized Purchasing Entities for training, or any other person(s) other than agents or employees of the Contractor, designated by the Authorized Purchasing Entities for any purpose, prior to, during, or subsequent to delivery, installation, acceptance, and use of the Deliverables either at the Contractor’s site or at the Authorized Purchasing Entit ies’ place of business, provided that the injury or damage was caused by the fault, negligence, or willful misconduct of the Contractor.

The Contractor shall not be liable for damages solely arising out of or caused by an alteration or an Attachment not made or installed by the Contractor, or for damage to alterations or Attachments that may result from the normal operation and maintenance of the Deliverables provided by the Contractor during the Contract.
b) The Contractor shall not be liable for damages solely arising out of or ca used by an alteration or an Attachment not made or installed by the Contractor, or for damage to alterations or Attachments that may result from the normal operation and maintenance of the Deliverables provided by the Contractor during the Contract.

27. INDEMNIFICATION
The Contractor agrees to indemnify, defend and hold harmless the State and Authorized

Packet Page. 362

State of California Statewide Technology Procurement

T-Mobile – CLM 1104695 1/10/2022
Purchasing Entities, its officers, agents and employees from any and all third party claims, costs (including without limitation reasonable attorneys’ fees), and losses due to the injury or death of any individual, or the loss or damage to any real or tangible personal property, to the extent resulting from the willful misconduct or negligent acts or omissions of the Contractor or any of its affiliates, agents, subcontractors, employees, suppliers, or laborers furnishing or supplying work, Deliverables, Services, materials, or supplies in connection with the performance of this Contract. Such defense and payment will be conditional upon the following:
a) The State and Authorized Purchasing Entities will notify the Contractor of any such claim in writing and tender the defense thereof within a reasonable time (but no delay or failure to so notify the Contractor shall relieve it of its obligations under the PA except to the extent that Contractor has suffered actual prejudice by such delay or failure); and
b) The Contractor will have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided that (i) when substantial principles of government or public law are involved, when litigation might create precedent affecting future State and Authorized Purchasing Entities operations or liability, or when involvement of the State and Authorized Purchasing Entities is otherwise mandated by law, the State and Authorized Purchasing Entities may participate in such action at its own expense with respect to attorneys’ fees and costs (but not liability); (ii) where a settlement would impose liability on the State and Authorized P urchasing Entities, affect principles of California government or public law, or impact the authority of the State and Authorized Purchasing Entities, the California Department of Technology shall have the right to approve or disapprove any settlement or compromise, which approval will not unreasonably be withheld or delayed; and (iii) the State and Authorized Purchasing Entities will reasonably cooperate in the defense and in any related settlement negotiations.

28. SERVICE TAXES, FEES, SURCHARGES, AND SURCREDITS
a) The Authorized Purchasing Entities shall be subject to Service taxes, fees, surcharges, and surcredits that are mandated by the government of the State of California (including the CPUC), and the federal government (including the FCC), as applicable. The Authorized Purchasing Entities shall be subject to Service taxes, fees, surcharges and surcredits mandated by the State and federal governments, and also as mandated by California local government jurisdictions and political subdivisions, as applicable. Mandates in effect at the time of award and as

Packet Page. 363

State of California Statewide Technology Procurement

T-Mobile – CLM 1104695 1/10/2022
hereafter mandated may be recovered from Authorized Purchasing Entities of the applicable Service.
b) The Authorized Purchasing Entities reserves the right to verify, and if necessary, challenge the Contractor and the applicable regulatory authority, the application by the Contractor of Service taxes, fees, surcharges, and surcredits referred to in subsection a) above . Should the Authorized Purchasing Entities consider the application of such items to be inapprop riate, the Authorized Purchasing Entities and the Contractor shall meet and confer regarding the applicability of such items. If thereafter a dispute exists regarding the proper application of such items, the parties may resolve such disputes in accordance with Section 40, Disputes.

Either party may seek guidance or clarification from the applicable regulatory authority regarding the appropriate application of such items. If the application of such items is deemed inappropriate by the regulatory authority, the Contractor shall cease and/or revise the application of such items and, if appropriate, issue retroactive credits to the impacted Authorized Purchasing Entities. c) All charges under the PA are exclusive of applicable federal, state and local sales, use, excise, utility, and gross receipt taxes, other similar tax -like charges and surcharges. The Authorized Purchasing Entities will provide the Contractor the tax exemption certificates that comply with the requirements of the Internal Revenue Code and Regula tions (i.e., see Internal Revenue Regulations section 49.4253 -11 and IRS Publication 510 or their current equivalent versions). The Contractor agrees to exempt all Entities from federal excise taxes and E-9-1-1 taxes, all as applicable, promptly after the date the Contractor receives a duly authorized and valid exemption certificate. The Contractor agrees, for the purpose of federal exemption, that the State will act as the authorized agent for the PA in submitting exemption requests on behalf of all Authorized Purchasing Entities.

The Contractor shall be authorized to include as a separate line item a charge for reimbursement of sales tax or use tax expense that is incurred with respect to a sale of handsets, accessories, or other tangible property to Authorized Purchasing Entities, and the Authorized Purchasing Entities shall pay such sales tax or use tax reimbursement charge to the Contractor.

29. NEWLY MANUFACTURED EQUIPMENT
Except where requested by the Authorized Purchasing Entity or when Equipment is provided as a warranty replacement, all Equipment furnished under the PA shall be newly manufactured Equipment or certified as new and warranted as new by the manufacturer; used or reconditioned Equipment is prohibited, unless otherwise specified.

Packet Page. 364

State of California Statewide Technology Procurement

T-Mobile – CLM 1104695 1/10/2022

30. PARTICIPATING ADDENDUM MODIFICATION
a) No amendment or variation of the terms of the PA shall be valid unless made in writing, signed by the parties and approved as required. No oral understanding or agreement not incorporated in the PA is binding on any of the parties. b) Any change to the Contractor’s name will require a PA amendment. The State, upon notification and receipt of legal documentation indicating the name change from the Contractor, will process the required amendment, assuming no other change has been made to the business entity.

31. NEWS RELEASES
Any news releases, endorsements, advertising, and social media content pertaining to the PA shall not be made without prior written approval of the California Department of Technology and the applicable Authorized Purchasing Entity.

32. SOFTWARE LICENSE
Unless otherwise specified in the Purchase Order, the Contractor hereby grants to the Authorized Purchasing Entities and the Authorized Purchasing Entities accepts from the Contractor, subject to the terms and conditions of thi s Contract, a royalty -free, non - exclusive right to the use of Software Products in this Contract. The Authorized Purchasing Entities may use the Software Products only in connection with the use of the Service and according to the licensing terms specified in the Contract. Acceptance of the Software (including any click-to-accept (Click Wrap) third party Commercial Software/EULAs associated with Services sold under this Contract) will be governed by the terms and conditions of this Contract.

33. PROTECTION OF CONTRACTOR FURNISHED PROPRIETARY SOFTWARE AND OTHER

PROPRIETARY DATA
a) The Authorized Purchasing Entities agree that all material appropriately marked or identified in writing as proprietary, and furnished by the Contractor hereunder are provided for the Authorized Purchasing Entities exclusive use for the purposes of the PA only. All such proprietary data shall remain the property of the Contractor.

The Authorized Purchasing Entities agree to take all reasonable steps to insure that such proprietary data are not disclosed to others, without prior written consent of the Contractor, subject to the California Public Records Act. b) The Authorized Purchasing Entities will insure, prior to disposing of any Contractor furnished media, that any licensed materials contained thereon have been erased or otherwise destroyed.

Packet Page. 365

State of California Statewide Technology Procurement

T-Mobile – CLM 1104695 1/10/2022
c) The Authorized Purchasing Entities agree that they will take appropriate action by instruction, agreement or otherwise with its employees or other persons permitted access to the Contractor furnished licensed software and other proprietary data to satisfy its obligations in the PA with respect to use, copying, modification, protection and security of proprietary software and other proprietary data.

34. FUTURE RELEASES
Unless otherwise specifically provided in the Purchase Order, if improved versions, e.g., patches, bug fixes, updates or releases, of any Software Product are developed by the Contractor, and are made available to other licensees, they will be made a vailable to the Authorized Purchasing Entities at no additional cost. If the Contractor offers new versions or upgrades to the Software Product, they shall be made available to the Authorized Purchasing Entities at the Authorized Purchasing Entities option at a price no greater than the Master Agreement price plus a price increase proportionate to the increase from the list price of the original version to that of the new version, if any. If the Software Product has no list price, such price increase will b e proportionate to the increase in average price from the original to the new version, if any, as estimated by the Contractor in good faith.

35. ENCRYPTION & AUTHORIZATION KEYS
Upon initiation of Service, the Contractor, where applicable, shall provide all encryption and authorization keys required by the Authorized Purchasing Entities to operate or access the Software Products, Services or Equipment.

36. PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY
a) The Contractor will indemnify, defend, and hold harmless the State and Authorized Purchasing Entities, its officers, agents and employees, from any and all third party claims, costs (including without limitation reasonable attorneys’ fees), and losses for infringement or violation of any U.S. Intellectual Property Right by any product, equipment or service provided hereunder. With respect to claims arising from Equipment or Software manufactured by a third party and sold by the Contractor, pursuant to this Contract, the Contractor will pass through to the State and Authorized Purchasing Entities such indemnity rights as it receives from such third party (“Third Party Obligation”) and will cooperate in enforcing them; provided that if the third party manufacturer fails to honor the Third Party Obligation, the Contractor will provide the State and Authorized Purchasing Entities with indemnity protection equal to that called for by the Third Party Obligation, but in no event greater than that called for in the first sentence of this section. The provisions of the preceding se ntence apply only to third party Equipment or Software sold as a

Packet Page. 366

State of California Statewide Technology Procurement

T-Mobile – CLM 1104695 1/10/2022
distinct unit and accepted by the State and Authorized Purchasing Entities. Unless a Third Party Obligation provides otherwise, the defense and payment obligations set forth in this subsection will be conditional upon the following:
i. The State and Authorized Purchasing Entities will notify the Contractor of any such claim in writing and tender the defense thereof within a reasonable time; and
ii. The Contractor will have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided that: (a) when substantial principles of government or public law are involved, when litigation might create precedent affecting future State and Authorized Purcha sing Entities operations or liability, or when involvement of the State and Authorized Purchasing Entities is otherwise mandated by law, the State and Authorized Purchasing Entities may participate in such action at its own expense with respect to attorney s’ fees and costs (but not liability); (b) where a settlement would impose liability on the State and Authorized Purchasing Entities, affect principles of California government or public law, or impact the authority of the State and Authorized Purchasing E ntities, the California Department of Technology will have the right to approve or disapprove any settlement or compromise, which approval will not unreasonably be withheld or delayed; and (c)the State and Authorized Purchasing Entities will reasonably cooperate in the defense and in any related settlement negotiations. b) Should the Deliverables (including any Software or Equipment) or Cellular Service, or the operation thereof, become, or in the Contractor’s opinion are likely to become, the subject of a cla im of infringement or violation of a U.S. Intellectual Property Right, the State and Authorized Purchasing Entities shall permit the Contractor, at its option and expense either (i) to procure for the State and Authorized Purchasing Entities the right to c ontinue using the Deliverables or Cellular Service (ii) to replace or modify the same so that they become non - infringing or (iii) discontinue Cellular Service to the infringing lines and refund any amounts prepaid by the State and Authorized Purchasing Entities for such Service for the period after the State and Authorized Purchasing Entities cease use of the Deliverables or Cellular Service. If none of these options can reasonably be taken, or if the use of such Deliverables or Service by the State and Authorized Purchasing Entities shall be prevented by injunction, the Contractor agrees to take back such Deliverables and make every reasonable effort to assist the State and Authorized Purchasing Entities in procuring substitute Deliverables. If in the reasonable, good faith opinion of the State and Authorized Purchasing Entities, the return of such

Packet Page. 367

State of California Statewide Technology Procurement

T-Mobile – CLM 1104695 1/10/2022
infringing Deliverables makes the retention of other Deliverables or the use of Services acquired from the Contractor under the PA impractical, the State and Authorized Purchasing Entities shall then have the option of terminating such PAs or applicable Purchase Order thereof, without penalty or termination charge. The Contractor agrees to take back such Deliverables and refund any sums the State and Authorized Purchasing Entities has paid the Contractor less any reasonable amount for use or damage.
c) The Contractor shall have no liability to the State and Authorized Purchasing Entities under any provision of this clause with respect to any claim of patent, copyright or trade secret infringement which is based upon:
i. The combination or utilization of Cellular Service furnished hereunder with Equipment, Software, or devices not provided or made available by the Contractor; or,
ii. The operation of Equipment furnished by the Contractor under the control of any operating software other than, or in addition to, the current version of Contractor or manufacturer-supplied operating software; or iii. The unauthorized modification by or on behalf of the State and Authorized Purchasing Entities of the Equipment or Software furnished hereunder; or iv. Any illegal or unauthorized use of the Cellular Service; or v. The Authorized Purchasing Entities continuance of an infringing activity after being notified thereof; or
vi. Any negligent or willful act or omission by or attributable to the Authorized Purchasing Entities.
d) The Contractor certifies that it has appropriate systems and controls in place to ensure that Authorized Purchasing Entities funds will not be used in the performance of the PA for the acquisition, operation, or maintenance of Software or Equipment in violation of U.S Intellectual Property laws.

37. EXAMINATION AND AUDIT
Unless otherwise specified in the Purchase Order:
a) Without limiting any examination or audit rights, or other rights of the State and Authorized Purchasing Entities set forth in the Contract, the Contractor agrees that the State and Authorized Purchasing Entities, or its designated representative, shall have the right, to audit, review and copy any records and supporting documentation pertaining to performance of and invoicing under this Contract.

The Contractor agrees to maintain such records for possible audit for a minimum

Packet Page. 368

State of California Statewide Technology Procurement

T-Mobile – CLM 1104695 1/10/2022
of four (4) years after final payment and five (5) years for Federal Universal Service Fund (“E -rate”) funded projects, unless a longer period of records retention is stipulated or required by law. The Contractor agrees to allow the auditor(s) access to such records during normal busine ss hours and to allow interviews of any employees or others who might reasonably have information related to such records. The State and Authorized Purchasing Entities agrees to take all reasonable steps to ensure that such information is not disclosed to third parties, subject to the California Public Records Act or other lawful process (e.g. in response to a subpoena).
b) For avoidance of doubt, audits may include those conducted by personnel of the State and Authorized Purchasing Entities, or its designated representative, in performance of PA oversight responsibilities in reviewing invoices, monthly fiscal management and/or other required reports, as well as the application of Service taxes, fees, surcharges and surcredits on invoices.
c) Subject to the Dispu tes clause, if an audit reveals that the Contractor has overcharged the State and Authorized Purchasing Entities for Service(s) during the period to which the audit relates, then the Contractor shall promptly refund such overcharges to the State and Authorized Purchasing Entities as appropriate, and, if the amount of the overcharge (offset by any undercharges revealed by such audit) is more than five percent (5%) of the Contractor’s charges to the State and Authorized Purchasing Entities for such Service(s) for such period, the reasonable cost of such audit (including any imputed costs of State and Authorized Purchasing Entities for audits performed by the State and Authorized Purchasing Entities itself) shall be borne by the Contractor.
d) If any audit reveals an inadequacy or insufficiency of the Contractor’s performance, including performance in connection with any security obligations of the Contractor as set forth in this Contract, the Contractor shall promptly develop and provide to the State and Authorized Purchasing Entities, for approval, a reasonable and detailed corrective action plan and promptly thereafter implement such plan in accordance with its terms. In addition, the cost of such audit, and subsequent related audits or audit activity, shall be b orne by the Contractor in the event that: (i) the State and Authorized Purchasing Entities specifically identifies a particular deficiency with respect to the Contractor’s performance of any particular Service; and (ii) The Contractor either denies or fails to cure such identified deficiency within thirty (30) calendar days. Further, the Contractor agrees to include an equivalent right of the State and Authorized

Packet Page. 369

State of California Statewide Technology Procurement

T-Mobile – CLM 1104695 1/10/2022
Purchasing Entities to audit records and interview staff in any subcontract related to performance of and invoicing under this Contract.
e) Notwithstanding anything to the contrary in this section, the State and Authorized Purchasing Entities or any auditing body or its designated representative, agrees that it will not exercise the audit rights described in this section more than once per calendar year, however, any follow -up reviews or other investigations related to an audit initiated under this section may be conducted at any time and upon reasonable notice.
f) Where the Contractor conducts an internal audit of the Contractor’s performance under the PA which shows any significant failures by the Contractor to meet its obligations hereunder, the Contractor shall provide to the State and Authorized Purchasing Entities a written summary describing in reasonable detail such findings of such internal audit. If the Contractor determines at any time that it has overcharged any Authorized Purchasing Entities , then the Contractor shall promptly provide to the applicable Authorized Purchasing Entities a credit equal to the amount of such overcharge plus interest from the date of the Contractor’s receipt of such overcharge at a rate which is consistent with the rate provided in the California Prompt Payment Act, Government Code section 927 et seq. g) The Contractor a grees that (i) the State or its designees will have the right to obtain, copy and review all billing records of public or local government entities purchasing under this PA; and (ii) the State and Authorized Purchasing Entities may forward audit results showing call rate discrepancies to the CPUC.

38. CONTINUING STANDARDS OF PERFORMANCE FOR CONTRACTOR SERVICES Unless otherwise specified in the Purchase Order:
a) Applicability:

The Contractor agrees that subsequent to completion of the successful performance period and acceptance of the Services by the Authorized Purchasing Entities, the Contractor will comply with the availability and/or performance requirements and criteria established in the PA throughout the full PA Term, including any extensions.
b) Causes and Effects of Contractor Service Malfunctions:
i. The Authorized Purchasing Entities recognize that Equipment failures do occur, and that software is not infallible. Moreover, the Authorized Purchasing Entities concedes that conditions external to Equipment may cause it to fail, particularly environmental conditions, that are outside the Equipment design

Packet Page. 370

State of California Statewide Technology Procurement

T-Mobile – CLM 1104695 1/10/2022
operating parameters. The Authorized Purchasing Entities agree, therefore, that unsatisfactory Contractor Service performance which is outside the control of the Contractor will not be considered in a determination of the level of performance.
ii. In the event the Contractor’s Service failure or unsatisfactory performance is a result of factors external to the PA, the Contractor agrees to make appropriate recommendations to the Authorized Purchasing Entities in order that such external factors may be corrected to preclude future problems of a similar nature. Within five (5) business days after such failure occurs, the Contractor shall meet and confer with the Authorized Purchasing Entities regarding appropriate next steps, which may include preparation, for the Authorized Purchasing Entities review, comment and approval, of a milestone -based action plan making such recommenda tions and corrections described in the preceding sentence.
iii. In the event that the precise cause of a failure cannot be readily determined, both the Authorized Purchasing Entities and the Contractor shall continue to research the situation until the probable cause has been identified or until agreement is reached that the probable cause cannot be identified. Within five (5) business days after such failure occurs (or such other timeframe specified in the solicitation), the Contractor shall meet and confer wit h the Authorized Purchasing Entities regarding appropriate next steps, which may include preparation, for the Authorized Purchasing Entities review, comment and approval, of a milestone-based action plan for researching the probable cause of the failure.
c) Levels of Performance Required
The Contractor shall perform the Deliverables or Services at the levels of quality, completeness, accuracy, timeliness, responsiveness and efficiency that are consistent with the accepted industry standards or Service Level Ag reements applicable to the performance of such Deliverables and the Services or, if higher, the levels of the same received by the Authorized Purchasing Entities prior to the Effective Date and as set out in applicable Service performance exhibits or the Purchase Order, agreed upon by the parties and incorporated into the Contract.

Without limiting the foregoing or other obligations of the Contractor, for those Deliverables, requirements, and Services for which the Purchase Order specifies a particular Service level, the Contractor shall provide all Deliverables, requirements, and Services at levels at least in accordance with such Service levels. d) Remedies for Unacceptable Levels of Performance

Packet Page. 371

State of California Statewide Technology Procurement

T-Mobile – CLM 1104695 1/10/2022
The remedies provided in this section shall be in addition to an y remedies regarding Warranty. If a Contractor Deliverable, requirement, or Service does not meet the minimum level of performance as set forth in the Purchase Order, the remedy or process for correction set forth in the Purchase Order will be followed by the parties. If the specific Deliverable or Service has no remedy or process for correction set forth in the Purchase Order, Authorized Purchasing Entities shall promptly notify the Contractor in writing of such unacceptable performance and the impact on t he Authorized Purchasing Entities, and the Contractor shall promptly initiate action to remedy the unsatisfactory performance. The Contractor shall, at its option, take one or more of the following actions to correct the situation:
i. Provide on-site Contractor personnel for analysis of the problem; ii. Replace the faulty Equipment, Deliverable or Service; iii. Provide substitute Equipment, Deliverable or Service satisfactory to the Authorized Purchasing Entities;
iv. Modify the Equipment, Deliverable or Service; or
v. Take any other action with which the Authorized Purchasing Entities concurs.

If the Contractor fails to correct an unacceptable level of performance with respect to any Equipment, Deliverable, or Service to the requirements of the PA during the thirty (30) cale ndar days following receipt of written notice from the Authorized Purchasing Entities (or such other timeframe specified in the Contract), the Authorized Purchasing Entities and the Contractor can mutually agree to extend the time to a specified date. If the Contractor fails to correct the situation to the satisfaction of the Authorized Purchasing Entities by the end of the specified time period, then, without limiting any other remedy specified in the Contract, the Authorized Purchasing Entities may (i) secure replacement Equipment, Deliverables or Services with the Contractor responsible for payment of Costs to Cover, and/or (ii) terminate that portion of the Purchasing Order relating to the deficient equipment, Deliverable, Requirement, or Service. The ab ove-described remedies are not intended to constrain either party from any other action mutually agreed to by the Contractor and the Authorized Purchasing Entities as being more appropriate or to limit any of the Authorized Purchasing Entities other rights and remedies under this Contract, at law or in equity, including the exercise of Section 46 (Set-Off Rights).
e) Replacement or Substitution of Equipment by the Contractor If the Contractor, in an attempt to improve the level of performance, replaces or substitutes Equipment or Service that meets all of the PA requirements, such

Packet Page. 372

State of California Statewide Technology Procurement

T-Mobile – CLM 1104695 1/10/2022
replacement or substitution shall be at no cost to the Authorized Purchasing Entities.
f) Review of Performance
The Contractor's performance will be periodically evaluated in accordance with the Service levels for each Service delivered throughout the term of this Contract.

In accordance with the California Government Code, the Contractor performance evaluation will be completed within the guidelines of the State Administrative Manual.

39. AVAILABILITY
a) If at any time after award of this Contract, the Contractor becomes unable to provide any part of its contracted Services, the Contractor must, within ten (10) Business Days, notify the Authorized Purchasing Entities in writing to seek a potential resolution, and if appropriate, propose a replacement of those Services which it can no longer provide. The replacement must be at no cost to the Authorized Purchasing Entities, and shall be materially equivalent to or exceed the proposed Service which was previously offered and accepted by the Authorized Purchasing Entities in the Contractor’s Final Bid or awarded Contract. b) The Authorized Purchasing Entities reserve the sole right to determine if the proposed replacement is acceptable. An inability t o provide a Mandatory requirement may be grounds for PA termination in whole or in part.

40. DISPUTES
Unless otherwise specified in the Contract:
a) The parties shall deal in good faith and attempt to resolve potential disputes informally.
b) If the dispute persist s, the Contractor shall submit to the Authorized Purchasing Entities’ Director or designee a written demand for a final decision regarding the disposition of any dispute between the parties arising under, related to or involving this P A. The Contractor’s w ritten demand shall be fully supported by factual information, and if such demand involves a cost adjustment to the applicable Purchase Order, the Contractor shall include with the demand a written statement signed by an authorized person indicating that the demand is made in good faith, that the supporting data are accurate and complete and that the amount requested accurately reflects the Purchase Order adjustment for which the Contractor believes the Authorized Purchasing Entit ies are liable. The Authorized Purchasing Entities’ Director or designee shall have thirty (30) days after receipt of

Packet Page. 373

State of California Statewide Technology Procurement

T-Mobile – CLM 1104695 1/10/2022
the Contractor’s written demand invoking this Section 42 (Disputes) to render a written decision. If a written decision is not rendered within th irty (30) days after receipt of the Contractor’s demand, it shall be deemed a decision adverse to the Contractor’s contention.
c) If the Contractor is not satisfied with the decision of the Authorized Purchasing Entities’ Director or designee, the Contractor may appeal the decision, in writing, within fifteen (15) days of its issuance (or the expiration of the thirty (30) day period in the event no decision is rendered by the Authorized Purchasing Entit ies, to the Department of Technology, Statewide Technology Procurement Deputy Director or designee, who shall have thirty (30) days to render a final decision. If the Contractor does not appeal the decision of the Authorized Purchasing Entit ies’ Director or designee, the decision shall be conclusive and binding r egarding the dispute and the Contractor shall be barred from commencing an action in court. d) Pending the final resolution of any dispute arising under, related to or involving this PA, the Contractor agrees to diligently proceed with the performance of th e applicable Purchase Order.
e) Any final decision of the State shall be expressly identified as such, shall be in writing, and shall be signed by the Department of Technology Statewide Technology Procurement Deputy Director or designee if an appeal was made. If Department of Technology Statewide Technology Procurement Deputy Director or designee fails to render a final decision within thirty (30) days after receipt of the Contractor’s appeal for a final decision, it shall be deemed a final decision adverse to the Contractor’s contentions. The State’s final decision shall be conclusive and binding regarding the dispute unless the Contractor commences an action in a court of competent jurisdiction to contest such decision within ninety (90) days following the da te of the final decision or one (1) year following the accrual of the cause of action, whichever is later.

41. STOP WORK
a) The Authorized Purchasing Entities may, at any time, by written Stop Work Order to the Contractor, require the Contractor to stop all, or a ny part, of the work called for by the applicable Purchase Order for a period of forty-five (45) days after the Stop Work Order is delivered to Contractor, and for any further period to which the parties may agree. The Stop Work Order shall be specifically identified as such and shall indicate it is issued under this clause. Upon receipt of the Stop Work Order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work cover ed by the Stop Work Order during the period of work stoppage. Within a period of forty -five

Packet Page. 374

State of California Statewide Technology Procurement

T-Mobile – CLM 1104695 1/10/2022
(45) days after a Stop Work Order is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Authorized Purchasing Entities shall either: (i) Cancel the Stop Work Order; or (ii) Terminate the work covered by the Stop Work Order as provided for in the termination for default or the termination for convenience clause of the PA.
b) If a Stop Work Order issued under this clause is canceled or the period of the Stop Work Order or any extension thereof expires, the Contractor shall resume work. The Authorized Purchasing Entities shall make an equitable adjustment in the delivery schedule, the Purchase Order price, or both , and the Purchase Order shall be modified, in writing, accordingly, if: (i) The Stop Work Order results in an increase in the time required, or in the Contractor’s cost properly allocable to the performance of any part of this Contract; and (ii) The Contractor asserts its right to an equitable adjustment within sixty (60) days after the end of the period of work stoppage; provided, that if the Authorized Purchasing Entities decides the facts justify the action, the Authorized Purchasing Entities may receiv e and act upon a proposal submitted at any time before final payment under this Contract. c) If a Stop Work Order is not canceled and the work covered by the Stop Work Order is terminated in accordance with the provision entitled Termination for the Convenience of the State, the State shall allow reasonable costs resulting from the Stop Work Order in arriving at the termination settlement. d) The State and Authorized Purchasing Entities shall not be liable to the Contractor for loss of profits because of a Stop Work Order issued under this clause.

42. COVENANT AGAINST GRATUITIES
The Contractor represents and warrants to the State that no gratuities (in the form of entertainment, gifts or otherwise) were offered or given by the Contractor, or any agent or representative of the Contractor, to any officer or employee of the State with a view toward securing the PA or securing favorable treatment with respect to any determinations concerning the performance of the PA. For breach or violation of this representation and warranty, the State shall have the right to terminate the PA, either in whole or in part. The rights and remedies of the State provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or equity.

43. ASSIGNMENT OF ANTITRUST ACTIONS
Pursuant to Government Code sections 4552, 4553, and 4554, the following provisions are incorporated herein:
a) In submitting a bid to the State, the supplier offers and agrees that if the bid is accepted, it will assign to the State all rights, title, and interest in and to all causes

Packet Page. 375

State of California Statewide Technology Procurement

T-Mobile – CLM 1104695 1/10/2022
of action it may have under section 4 of the Clayton Act (15 U.S.C. 15) or under the Cartwright Act (Chapter 2, commencing with section 16700, or Part 2 of Division 7 of the Business and Professions C ode), arising from purchases of Equipment, material and other items, or Services by the supplier of sale to the State pursuant to the solicitation. Such assignment shall be made and become effective at the time the State tenders final payment to the supplier. b) If the State receives, either through judgment or settlement, a monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled to receive reimbursement for actual legal costs incurred and may, upon demand, recover f rom the State any portion of the recovery, including treble damages, attributable to overcharges that were paid by the assignor but were not paid by the State as part of the bid price, less the expenses incurred in obtaining that portion of the recovery.
c) Upon demand in writing by the assignor, the assignee shall, within one year from such demand, reassign the cause of action assigned under this part if the assignor has been or may have been injured by the violation of law for which the cause of action arose and (i) The assignee has not been injured thereby, or (ii) The assignee declines to file a court action for the cause of action.

44. RECYCLING
The Contractor shall certify in writing under penalty of perjury, the minimum, if not exact, percentage of post-consumer material as defined in the Public Contract Code section 12200 -12209, in products, materials, Equipment, or supplies offered or sold to the State that fall under any of the statutory categories regardless of whether the product meets the requirements of section 12209.

The certification shall be provided by the Contractor, even if the product or good contains no postconsumer recycled material , and even if the postconsumer content is unknown. With respect to printer or duplication cartridges that comply with the requirements of section 12156(e), the certification required by this subsection shall specify that the cartridges so comply (Public Contract Code section 12205(b)(2)). A state agency contracting officer may waive the certification requirements if the percentage of postconsumer material in the products, materials, Equipment, or supplies can be verified in a written advertisement, includin g, but not limited to, a product label, a catalog, or a manufacturer or vendor Internet web site. The Contractor is to use, to the maximum extent economically feasible in the performance of the PA work, recycled content products (Public Contract Code section 12203(d)).

Packet Page. 376

State of California Statewide Technology Procurement

T-Mobile – CLM 1104695 1/10/2022

45. CHILD SUPPORT COMPLIANCE ACT
For any PA in excess of $100,000, the Contractor acknowledges in accordance with Public Contract Code section 7110, that:
a) The Contractor recognizes the importance of child and family support obligations and shall fully comply with all applicable State and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with sec tion 5200) of Part 5 of Division 9 of the Family Code; and
b) The Contractor, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department.

46. SET-OFF RIGHTS
Notwithstanding anything to the contrary in this Contract, and in addition to the other rights of the State and/or the applicable Authorized Purchasing Entit ies hereunder with respect to disputing invoices or withholding amounts, the State and/or the Authorized Purchasing Entities, in its sole discretion, may set off against any and all amounts otherwise payable to the Contractor pursuant to any of the provisions of this Contract :
(i) any and all amounts claimed by the State and/or the Authorized Purchasing Entities in good faith to be owed by the Contractor to the State and/or the Authorized Purchasing Entities to any of the provisions of this Contract; and (ii) any and all amoun ts that the State and/or Authorized Purchasing Entities believes in good faith that it does not owe to the Contractor pursuant to any of the provisions of this Contract. Within twenty (20) calendar days after any such set -off by the State and/or applicable Authorized Purchasing Entities, the State and/or applicable Authorized Purchasing Entities shall provide the Contractor with a written accounting of such set -off, a written statement of the reasons therefore, and a reasonable opportunity to meet and discu ss the claimed set-off. In the event the Contractor does not agree with the set-off applied, the Contractor or Authorized Purchasing Entities may contact the State to seek equitable resolution or exercise its rights under applicable law.

47. CONTRACTOR PERSONNEL
a) When the Contractor needs access to Authorized Purchasing Entities’ premises to perform the required Services under this Contract, the Contractor personnel shall perform their duties during Authorized Purchasing Entities ’ regular work days and

Packet Page. 377

State of California Statewide Technology Procurement

T-Mobile – CLM 1104695 1/10/2022
normal w ork hours, except as may be specifically agreed to otherwise by the Authorized Purchasing Entities and the Contractor.
b) The Authorized Purchasing Entities reserve the right to disapprove the continuing assignment of the Contractor personnel working on Authorized Purchasing Entities’ premises. If the Authorized Purchasing Entities exercise this right, and the Contractor cannot immediately replace the disapproved personnel, the Authorized Purchasing Entities agree to an equitable adjustment in schedule or other terms that may be affected hereby.
c) The Contractor will make every effort consistent with sound business practices to honor the specific, commercially reasonable request of the Authorized Purchasing Entities with regard to assignment of its employees; however, subject to the above paragraph and the paragraph below, the Contractor reserves the sole right to determine the assignment of its employees. If a Contractor employee is unable to perform due to illness, resignation, or other factors beyond the Contractor's control, the Contractor will make reasonable effort to provide suitable substitute personnel.

The Contractor represents that the individuals designated as PA Contact in the PA are, and promises that any subsequent PA Contact shall be, experienced professionals, possessing the appropriate knowledge, skills, and expertise to perform properly their assigned duties. The Contractor may transfer or terminate PA Contact at any time in the event the needs of the Contractor’s business support a transfer, or the individual is eligible for a promotion or other positive type of employment opportunity, or the individual’s personal life experience requires a transfer, or the individual’s employment is terminated for “go od cause” (which term, as used in this Contract, means cause for termination, including a lay-off, as determined in accordance with the Contractor's employment policies, consistently applied). The Contractor shall exercise every reasonable effort to notify the State prior to the transfer of PA Contact to another position within the Contractor’s organization, including upon any such replacement or reassignment if the function being performed by the individual being replaced or reassigned is eliminated from t he Services. If any of the PA Contact is reassigned, becomes incapacitated, or ceases to be employed by the Contractor, and therefore becomes unable to perform the functions or responsibilities assigned to such person, the Contractor shall promptly replace such person with another person at least as well qualified to perform such functions and responsibilities as the person being replaced.

The parties acknowledge that qualifications include a mix of experience and

Packet Page. 378

State of California Statewide Technology Procurement

T-Mobile – CLM 1104695 1/10/2022
education and that equally qualified individuals may have different mixes thereof.

The Contractor shall cause its subcontractors to comply with this provision with respect to any of individuals of such subcontractors that are designated as PA Contact.

48. CONTRACTOR BUSINESS RELATIONSHIP RESPONSIBILITY
The Contractor shall cooperate in good faith with the State and Authorized Purchasing Entities and the other contractors as necessary, including participation in any advisory forum established by the State and Authorized Purchasing Entities and the establishment of business processes that facilitate the orderly Transition, Migration, and Transfer of Authorized Purchasing Entities to other said Services and the implementation of any other ongoing provisioning support for Services.

49. PROVISIONING OF DELIVERABLES AND SERVICES
The Authorized Purchasing Entities may order Deliverables and Services under the PA by issuing the appropriate Purchase Order. The Contractor will not commence provisioning Deliverables or Services for a given Authorized Purchasing Enti ties until the Contractor receives a complete, signed, accepted, and accurate order form.

50. NEED FOR CONTRACTOR SERVICES DUE TO EMERGENCY
Unless otherwise specified in the Purchase Order, an emergency is defined in Public Contract Code Section 1102: "Emerge ncy," as used in this code, means a sudden, unexpected occurrence that poses a clear and imminent danger, requiring immediate action to prevent or mitigate the loss or impairment of life, health, property, or essential public Services.
a) The Contractor shall make reasonable effort to assist the Authorized Purchasing Entities in procuring use of the Contractor Services consistent with that provided under the PA to meet emergencies. The price for such compatible Services shall be reasonably set by the Contractor and, to the extent possible, shall be no greater than the PA rates set forth in the PA.
b) The Authorized Purchasing Entities, at its option, may accept or reject the use of emergency equipment.

51. NON-EXCLUSIVE AGREEMENT
Nothing in the PA shall be construed as a requirements contract or interpreted as preventing the Authorized Purchasing Entities from obtaining, consistent with Authorized Purchasing Entities policy, any portion, component, subset or all of the Services offered under the te rms and conditions of the PA , or any other Services (analogous, similar, comparable or otherwise) from third parties, or providing the same to itself. Nor shall

Packet Page. 379

State of California Statewide Technology Procurement

T-Mobile – CLM 1104695 1/10/2022
anything in the PA be construed or interpreted as limiting the Authorized Purchasing Entities right or ability during the Term of the PA to increase or decrease its demand for Services hereunder. To the extent the Authorized Purchasing Entities, consistent with Authorized Purchasing Entities policy, obtains from third parties, or provides to itself, replacement Services for any of the Services hereunder, the amount to be paid to the Contractor by the Authorized Purchasing Entities will be for Products and Services delivered and for the remaining Products and Services.

52. CHARGES
Unless otherwise specified in the Purchase Order (or rate plan thereunder):

The Contractor agrees that the Authorized Purchasing Entities are not subject to any minimum monthly usage charges for any Services contracted under this Contract. a) The Contractor agrees that Services not identified in the PA may not be provided nor charged to the Authorized Purchasing Entities pursuant to the PA, but that the Contractor may use the invoicing process of the PA so as to allow for invoicing of Services not related to the PA, provided that such items are clearly identified as not related to the PA and the Contractor otherwise complies with the requirements in the PA related to invoicing.
b) The Contractor agrees that charges not identified in the PA may not be assessed to the Authorized Purchasing Entities in accordance with subsection a). c) Invoices for all contracted Services shall not be subject to late payment charges prior to the Purchase Order defined due date.

53. CONTRACTOR COMMITMENTS AND REPRESENTATIONS
Any written commitment by a duly authorized representative of the Contractor within the scope of the PA shall be binding upon the Contractor. Failure of the Contractor to fulfill any such commitment shall render the Contractor liable for performance deficiency charges or other damages due to the Authorized Purchasing Entities as set forth herein.

Such written commitments include but are not limited to:
a) Any warranty or representation expressly made by the Contractor as to Deliverables, Service, equipment or sof tware performance, total System performance, or other physical design or functioning characteristics of a Machine or software System.
b) Any warranty or representation expressly made by the Contractor concerning the characteristics of the items described in (a) above, made in any publication, drawings, or specifications accompanying or referred to in the PA.

Packet Page. 380

State of California Statewide Technology Procurement

T-Mobile – CLM 1104695 1/10/2022
c) Any written notification of or affirmation or representation as to the above which is made by the Contractor in or during the course of negotiations and which is incorporated into a formal amendment to the PA .

54. SERVICE TO PUBLIC ENTITIES AND LOCAL GOVERNMENT AGENCIES In accordance with Government Code Section 11541, the Contractor agrees to provide Service to all Authorized Purchasing Entities in the State pursuant to the PA and hereby acknowledges that the State is not responsible for payment, Deliverables, requirements or services rendered these entities. The Contractor agrees that it shall have no recourse against the State for any act or omission of the Authorized Purchasing Entities, which arises from the Contractor furnishing Equipment or Services pursuant to the PA . The Contractor understands and acknowledges that under the PA the State neither promises nor guarantees any minimum amount of revenue for the Contractor or minimum amount of Deliverables, requirements, or Services to be purchased.

55. SERVICE COSTS
The Contractor’s list of Service and product descriptions accepted by th e Authorized Purchasing Entities shall correlate the Service to the associated PA rates as applicable under the PA . All Service costs will include all monthly recurring and usage charges, volume discounts, and non-recurring charges as applicable. Listed pricing will include all elements necessary to configure an instance of working Service including activation, delivery, and training. Any no -cost items will be clearly identified and any Service elements without associated pricing will be considered no charge items.

56. FEDERAL UNIVERSAL SERVICE FUND
Federal Grant programs are available to schools and libraries under the Universal Service Fund. This program, also referred to as E -rate funding, provides support to schools and libraries in accessing telecommunicati ons Services. To the extent such programs are applicable to the Services under the PA, as determined by the Authorized Purchasing Entities, or required by law, the Contractor agrees to:
a) Provide PA Services to public entities qualified for Universal Service Fund Support; b) Be certified as a Universal Service Administrative Company (USAC); c) Meet Federal requirements for timeliness and accuracy in processing E -rate and other USAC program request and invoicing; and

57. EXISTING EQUIPMENT & TITLE TO EQUIPMENT
a) The Contractor agrees to reasonably accommodate Authorized Purchasing Entities and utilize existing equipment. The Contractor’s proposed Services shall

Packet Page. 381

State of California Statewide Technology Procurement

T-Mobile – CLM 1104695 1/10/2022
reasonably accommodate the use of such existing Authorized Purchasing Entities’ equipment.

Title to equipment, accessories, and devices provided under the PA shall not vest in the State, unless such items are purchased by the State. All devices and accessories furnished by the Contractor hereunder, except those purchased by the Authorized Purchasing Entitie s, shall accompany the equipment when returned to the Contractor.

58. UNLAWFUL USE
Authorized Purchasing Entities will not use any Service for any unlawful purpose. Without limiting any other remedy specified in the PA, the Contractor reserves the right to tak e any action it deems necessary to prevent unlawful use and to control fraudulent use.

Such actions by the Contractor may include, but are not limited to, blocking certain traffic, refusing to accept calling card, collect calling and or third number calls, or discontinuing provision of Service to the End-User or canceling the End-User’s account.

59. DISENTANGLEMENT (MIGRATION-OUT)
a) Term Migration-Out shall be synonymous with Disentanglement. The Migration-Out shall begin on the earlier of the following dates, as applicable, the “Migration-Out Commencement Date”: (1) as elected by the State, up to sixty (60) calendar days prior to the end of the PA Term that the State has not elected to extend pursuant Section 3 (PA Effective Date) or has already extended fully as permitted under this section; or (2) the date a Notice of Termination is delivered pursuant to Section 19 (Termination for the Convenience of the State) or Section 20 (Termination for Default); or (3) the Authorized Purchasing Entities’ election pursuant to Section 54, Non-Exclusive Agreement, to obtain any portion, component, subset or all of the Services offered under the terms and conditions of the PA, or any other Services (analogous, similar, comparable or otherwise) from third parties, including oth er Contractors, or to provide the same to itself. The Contractor shall provide Migration-Out Services until it has completed the obligations of this Section.

The Contractor’s obligation to continue to provide the affected Services shall continue until the earlier of (i) completion of a migration to a new Service provider as provided in this Section, or (ii) eighteen (18) months after the effective date of any termination or expiration. During Migration-Out, the Contractor shall continue to provide Service(s ) in a manner consistent with the Contractor’s provision and performance of such Service(s) during the period such Service(s) were provided to the Authorized Purchasing Entities hereunder.

Packet Page. 382

State of California Statewide Technology Procurement

T-Mobile – CLM 1104695 1/10/2022
b) Subject to the performance by the Authorized Purchasing Entities an d any subsequent provider of similar Services, the Contractor shall cooperate fully with the Authorized Purchasing Entities and third parties and shall take all actions requested by the Authorized Purchasing Entities or as necessary to accomplish a smooth, complete conversion of responsibility for the Services being terminated from the Contractor to the Authorized Purchasing Entities, or to any replacement provider designated by the Authorized Purchasing Entities (a “Migration -Out”), with no material interruption of, or adverse impact on, the Authorized Purchasing Entities in any way, including on the Services. In the event the Authorized Purchasing Entities elects to terminate any Service (but not all Services in the aggregate) pursuant to the terms hereof, the Contractor shall perform its Migration-Out obligations hereunder to the extent applicable to the Service or Services being terminated. The Contractor’s obligations hereunder regarding the collection and payment to the California Department of Technolo gy of administrative fees shall continue throughout Migration-Out. c) If the Authorized Purchasing Entities determines that the Contractor has not complied, or is unlikely to comply, with Migration-Out requirements identified in the Migration-Out Plan, and su ch non -compliance was a direct result of the Contractor, Subcontractor or supplier, and not due to any third party or situations outside the control of the Contractor, as determined by the Authorized Purchasing Entities, the Authorized Purchasing Entities may give written notice to the Contractor of non-compliance. After such notice, the Contractor shall provide to the Authorized Purchasing Entities all necessary additional Contractor personnel to accelerate performance as may be required or necessary to ti mely achieve compliance or, if the Contractor has already failed to comply, achieve compliance within a re -adjusted time frame established by the Authorized Purchasing Entities. The Contractor shall have seven (7) calendar days, or longer if agreed to by the Authorized Purchasing Entities in writing, to achieve compliance.

For each material Migration -Out requirement not completed after the notice of non-compliance period, the Authorized Purchasing Entities shall be entitled to invoice the Contractor for up to $2,000 per day for each material deficiency , not to exceed $10,000 per day for all deficiencies until the Contractor is in material compliance with the requirements of the Migration-Out Plan. The Contractor may exercise its dispute rights under Section 42 (Disputes), in the event that the Contractor disagrees with the Authorized Purchasing Entities application of this Section; however, pending final resolution of any dispute, the Contractor shall diligently proceed without disruption or delay with the pe rformance of the Migration-Out Plan.

Packet Page. 383

State of California Statewide Technology Procurement

T-Mobile – CLM 1104695 1/10/2022
All Migration-Out Services performed by the Contractor during the conversion shall be performed by the Contractor at no additional cost to the Authorized Purchasing Entities beyond what the Authorized Purchasing Entiti es would pay for the Services.

The Contractor shall provide to the Authorized Purchasing Entities all their data and documentation and other information reasonably requested by the Authorized Purchasing Entities in connection with the conversion that is su fficient to enable the Authorized Purchasing Entities, or another reasonably competent Service provider, to fully assume the provision of any terminated Services. Except as the Contractor is otherwise required to retain such data under the PA or by law, th e Contractor shall destroy all copies of Customer data not turned over to the Authorized Purchasing Entities.

The Contractor shall export all artifacts and data to the requesting Customer. The Authorized Purchasing Entities reserves the right to define exp ort data formats, storage media type, locations to which data is to be delivered, and other special criteria deemed necessary for successful Migration-Out. d) To the extent applicable to the Services provided by the Contractor hereunder, the Contractor shall provide to the Authorized Purchasing Entities as complete and accurate an inventory as is reasonably practicable and such other information regarding such items as the Authorized Purchasing Entities reasonably requests and is necessary for Migration-Out of Services.

60. SUBCONTRACTORS
As prime vendor, Contractor is responsible for overall service performance and requires the ability to manage its subcontractors as necessary to fulfill the overall service performance if and when a subcontractor is required.

As additional clarification, Contractor does not consider local exchange carriers to be Contractor’s subcontractors and will not be responsible for the actions or inactions of access providers. In addition, Contractor does not consider subcontractor requirements set forth in this PA to be applicable to any agreements, subcontracts or other business arrangements between Contractor and its affiliates, roaming partners, suppliers, subcontractors or any third -parties relating to the provision of any Products or Se rvices purchased or used by a customer (collectively, “General Supply & Support Agreements”) where such General Supply and Support Agreements were entered into for the purpose of providing Products and Services to Contractor’s customers generally (as opposed to specifically for the applicable Authorized Purchasing Entity).

Packet Page. 384

State of California Statewide Technology Procurement

T-Mobile – CLM 1104695 1/10/2022

61. SECURITY AND POLICIES
Unless otherwise specified in the PA or Purchase Order:

At all times during the Term, in addition to any other requirements in the PA, at all times during the Term, the Contractor shall provide all Services, use all resources related thereto, and use, operate, support, and maintain any systems, in an appropriately secure and commercially reasonable manner (“Security Policies”).

The Contractor shall at all times take all reasonably necessary and appropriate action with regard to the prevention, detection, and elimination, by all appropriate means, of fraud, abuse, and other inappropriate or unauthorized access to and use of systems and the networks involved with the pr ovision or receipt of Services, including the implementation and deployment network management and maintenance applications and tools, the use of appropriate encryption technologies, and other security -related Services. In addition, with respect to the premises of the State and Authorized Purchasing Entities, all Contractor personnel (including personnel of any subcontractors) shall be subject to, and shall at all times conform to, all of the State or Authorized Purchasing Entities’ policies, procedures, ru les, and requirements regarding the protection of premises, materials, equipment, and personnel, as the State or Authorized Purchasing Entities shall provide (in writing or electronically) in advance to the Contractor. The Contractor shall, and shall cause the Contractor personnel and subcontractors to, fully comply with and abide by all such Security Policies provided in advance to the Contractor at all times during the Term. Any violation or disregard of such Security Policies by an individual shall be ca use for denial of access of such individual to the State or Authorized Purchasing Entit ies’ property. The Contractor shall exercise due care and diligence to prevent any injury to person or damage to property while on the State or Authorized Purchasing Ent ities’ premises. The operation of the Contractor vehicles or private vehicles of the Contractor personnel on the State or Authorized Purchasing Entities’ property shall conform to posted and other regulations and safe driving practices. Vehicular accidents on the State or Authorized Purchasing Entit ies’ property and involving the Contractor personnel shall be reported promptly to the appropriate State or Authorized Purchasing Entities’ personnel. The Contractor shall, and shall cause the Contractor personnel and subcontractors, to not exceed (or attempt to exceed) the level of authorized access, if any, to any networks, computer or electronic data storage systems of the State or Authorized Purchasing Entit ies’ that may be granted during the Term for purposes only of performing the Services hereunder.

Packet Page. 385

State of California Statewide Technology Procurement

T-Mobile – CLM 1104695 1/10/2022

62. ELECTRONIC WASTE RECYCLING ACT OF 2003
The Contractor certifies that it complies with the applicable requirements of the Electronic Waste Recycling Act of 2003, Chapter 8.5, Part 3 of Division 30, commencing with Section 42460 of the Public Resources Code. The Contractor shall maintain documentation and provide reasonable access to its records and documents that evidence compliance.

63. USE TAX COLLECTION
In accordance with PCC Section 10295.1, the Contractor certifies that it complies with the requirements of Section 7101 of the Revenue and Taxation Co de. The Contractor further certifies that it will immediately advise the State and Authorized Purchasing Entities of any change in its retailer’s seller’s permit or certification of registration or applicable affiliate’s seller’s permit or certificate of registration as described in subdivision (a) of PCC Section 10295.1.

64. EXPATRIATE CORPORATIONS
The Contractor hereby declares that it is not an expatriate corporation or subsidiary of an expatriate corporation within the meaning of PCC Sections 10286 and 1028 6.1, and is eligible to contract with the State and Authorized Purchasing Entities.

65. DOMESTIC PARTNERS
For contracts over $100,000, the Contractor certifies that the Contractor is in compliance with Public Contract Code Section 10295.3.

66. PRIORITY HIRING
For contracts including Services in excess of $200,000, the Contractor shall give priority consideration in filling vacancies in positions funded by the contract to qualified recipients of aid under Welfare and Institutions Code Section 11200 in accordance wi th Public Contract Code Section 10353.

Packet Page. 386

2 5
6 8

CONSENT CALENDAR
City of San Bernardino
Request for Council Action
Date: March 5, 2025
To: Honorable Mayor and City Council Members
From: Bill Gallardo, Interim City Manager;
Ed Erjavek, Library Director
Department: Library
Subject: Accept Donation and Budget Amendments (All Wards) Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, adopt Resolution No. 2025-259:

1. Accepting funding of $4,814.78 from the Inland Library System (ILS).

2. Authorizing the Interim Director of Finance and Management Services to amend the FY 2024/25 Adopted Budget for the Library including $4,814.78 in both revenues and expenditures.

Executive Summary
The ILS funding is for electronic resources and will enable the Library to supplement its existing subscription for Overdrive eBooks and eAudiobooks by purchasing new titles for the Library’s patrons.

Background
As a member of the Inland Library System, San Bernardino Public Library receives annual funding from the California State Library’s California Library Services Act (CLSA) for its cooperative efforts. This is not a grant. This funding is supposed to be used for electronic resources for Library patrons. The Library has an existing subscription with a vendor named Overdrive available via the Library’s website.

Overdrive is a software database offering eBooks and eAudiobooks to the Library’s cardholders for check out. The Library purchases new eBooks and eAudiobooks throughout the year to meet patron reading interests.

A new record for titles checked out in a month was set in January 2025 with more

Packet Page. 387

2 5
6 8
than 1,200. Given Overdrive’s popularity and that purchasing Overdrive content is one of the possible uses of the funds, according to California State Library’s guidelines, the Library uses this funding to purchase new eBooks and eAudiobooks to supplement purchases from its regular budget. Purchases are usually pretty evenly split between eBooks and eAudiobooks, depending on patron recommendations and what appear to be the most popular titles, according to collection development resources within the Overdrive website.

Discussion
ILS members annually received a funding amount in the fall for the previous fiscal year. ILS members were earlier informed that they would receive two fiscal years’ worth of CLSA checks this fiscal year. This $4,814.78 was received in January. This was an attempt by ILS staff to ensure that moving forward, members will receive CLSA checks for the current fiscal year, probably in January. The Library Director brought the earlier ILS funding to the Mayor and City Council August 21, 2024. Each Library system’s funding amount is determined by the overall funding amount available to the ILS in a fiscal year and then divided by the respective Library’s systems service population.

Funds need to be spent by the end of the fiscal year in which funds have been received. After the end of the fiscal year – the ILS Director asks the Library Director to confirm that Overdrive content has been purchased and report how many eBook and eAudiobook titles have been purchased. Since titles are individually priced, the titles selected determine the overall number of titles purchased in a year. 2021-2025 Strategic Targets and Goals
The acceptance and administration of this funding aligns with Key Target No. 1:

Improved Operational & Financial Capacity and Key Target No. 3: Improved Quality of Life, with customer service.

Fiscal Impact
There is no net impact to the General Fund with this recommendation. The General Fund FY 2024/25 Operating Budget will be amended by $4,814.78 in both revenue and expenditures.

Conclusion
It is recommended that the Mayor and City Council of the City of San Bernardino, California, adopt Resolution No. 2025-259:

1. Accepting funding of $4,814.78 from the Inland Library System (ILS).

2. Authorizing the Interim Director of Finance and Management Services to amend the FY 2024/25 Adopted Budget for the Library including $4,814.78 in both revenues and expenditures.

Packet Page. 388

2 5
6 8
Attachments
Attachment 1 - Resolution 2025-259
Attachment 2 - Inland Library System Funding Letter
Ward:

All
Synopsis of Previous Council Actions:

August 21, 2024 Adopted Resolution No. 2024-186 of the Mayor and City Council of the City of San Bernardino, California:

1. Accepting funding of $53,508.17 from the Imperial County Office of Education (ICOE), $10,230.75 from the Inland Library System (ILS) and $212 of donations from the San Bernardino Emblem Club No. 178.

2. Authorizing the Interim Director of Finance and Management Services to amend the FY 2024/25 Adopted Budget for the Library including $63,950.92 in both revenues and expenditures.

March 1, 2023 Adopted Resolution No. 2023-033 of the Mayor and City Council of the City of San Bernardino, California:

1. Accepting funding of $10,303 from the Inland Library System, $8,671.27 from CTC Technology and $200 from San Bernardino Emblem Club No. 178. 2. Authorizing the Agency Director of Administrative Services to amend the FY 2022/23 Adopted Budget for the Library including $19,174.27 in both revenues and expenditures.

December 1, 2021 The Mayor and City Council adopted Resolution No. 2021- 289 for Fiscal Year 2021/22 1ST Quarter Report including $3,345 of funds from the ILS for electronic resources and $12,000 in unbudgeted E-Rate funding revenue.

Packet Page. 389

Resolution No. 2025-259
Resolution No. 2025-259
March 5, 2025

Page 1 of 3 ends

6 5
6 8
RESOLUTION NO. 2025-259

RESOLUTION OF THE MAYOR AND CITY COUNCIL OF

THE CITY OF SAN BERNARDINO, CALIFORNIA,
ACCEPTING FUNDING OF $4,814.78 AND AUTHORIZING

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

OPERATING BUDGET FOR THE LIBRARY INCLUDING
$4,814.78 IN BOTH REVENUES AND EXPENDITURES.

WHEREAS, the City of San Bernardino is accepting funding of $4,814.78 from the Inland Library System (ILS); and
WHEREAS, the ILS funds specifically are for Overdrive new eBook and eAudiobooks.

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 of the City of San Bernardino hereby authorize the Interim Director of Finance & Management Services to amend and appropriate $4,814.78 in both revenues and expenditures to the Library’s FY 2024/25 Operating Budget.

SECTION 3.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 4.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 5. 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 5th day of March 2025.

Helen Tran, Mayor
City of San Bernardino

Packet Page. 390

Resolution No. 2025-259
Resolution No. 2025-259
March 5, 2025

Page 2 of 3 ends

6 5
6 8
Attest:

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

Sonia Carvalho, City Attorney

Packet Page. 391

Resolution No. 2025-259
Resolution No. 2025-259
March 5, 2025

Page 3 of 3 ends

6 5
6 8

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. 2025-259, adopted at a regular meeting held on the 5 th day of March 2025 by the following vote:

Council Members: AYES NAYS ABSTAIN ABSENT
SANCHEZ _____ _____ _______ _______
IBARRA _____ _____ _______ _______
FIGUEROA _____ _____ _______ _______
SHORETT _____ _____ _______ _______
KNAUS _____ _____ _______ _______
FLORES _____ _____ _______ _______
ORTIZ _____ _____ _______ _______
WITNESS my hand and official seal of the City of San Bernardino this ___ day of ____________ 2025.

Genoveva Rocha, CMC, City Clerk

Packet Page. 392

Packet Page. 393

Packet Page. 394

2 5
1 3

CONSENT CALENDAR
City of San Bernardino
Request for Council Action
Date: March 5, 2025
To: Honorable Mayor and City Council Members
From: Bill Gallardo, Interim City Manager;
Darren Goodman, Chief of Police
Department: Police
Subject: Execute a Memorandum of Understanding for Policing Services with Rialto Unified School District (All Wards) Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, adopt Resolution No. 2025-260, authorizing:

1. The City Manager to execute a Memorandum of Understanding with Rialto Unified School District for Policing Services beginning March 1, 2025, through June 30, 2028.

2. The Director of Finance and Management Services to amend the FY 2024/25 operating budget for the amount of $47,041 in both revenue and expenditures.

3. The Police Department to increase staffing by one (1) Police Officer position.

Executive Summary
The City of San Bernardino is responsible for policing services for Rialto High School and the surrounding area. Rialto High School is in San Bernardino City limits, although it is managed by the Rialto Unified School District. The Rialto Unified School District is desirous of having a San Bernardino Police Officer as a School Resource Officer, at the school for 4 days per week, for 10 hours per day. Rialto Unified School District has indicated it will fund the fully burdened rate for this position, regardless of whether the school being in session or not. Rialto Unified School District wants to agree to a new Memorandum of Understanding for Policing Services to fund the Police Officer/School Resource Officer position for a term of (3) years and (4) months.

Background
Since 1997, the San Bernardino Police Department and the Rialto Unified School District have intermittently had Memorandums of Understanding for Policing Services

Packet Page. 395

2 5
1 3
for a School Resource Officer. The program initially began with grant funds the City of Rialto received and used to fund half of a San Bernardino Police Officer, to be stationed at Rialto High School as a School Resource Officer.

During the past 27 years, there have been seven different Memorandums of Understanding, varying in length from 5 months to three years. The previous MOU’s typically dictated Rialto Unified School District would pay for half of a Police Officer salary and benefits. The City of San Bernardino would be responsible for the remaining half of the salary and benefits.

The most recent MOU, signed in 2018, by then City Manager Andrea Miller, was for a term of three years. However, due to Covid restrictions, the agreement was terminated in 2020 by Rialto Unified School District. A San Bernardino Police Officer has not been assigned to Rialto High School since August 2020.

Discussion
Rialto Unified School District is desirous of a renewed Memorandum of Understanding for Policing Services, beginning March 1, 2025, and ending June 30, 2028. Rialto Unified School District agrees to fund the fully burdened rate of one full-time sworn Police Officer. The cost would include salary, benefits, and any overtime expenses incurred. The fully burdened employee cost, funded by Rialto Unified School District, would be approximately $636,315 for the term of the MOU, which will begin March 1, 2025, and expiring June 30, 2028.

Rialto Unified School District will be billed quarterly for the School Resource Officer position. Additionally, any expenses related to training, specifically identified in Exhibit ”A,“ of the Agreement, will be funded by the Rialto Unified School District. See table below for further details.

Police Officer
Term Hourly Rate
(with benefits)
Overtime Hourly
Rate
(w/out benefits)
Fully Burdened
Rate
March 1, 2025 through
June 30, 2025 90.47 89.41 47,041.80
July 1, 2025 through
June 30, 2026 92.49 91.82 192,378.26
July 1, 2026 through
June 30, 2027 94.57 94.30 196,702.84
July 1, 2027 through
June 30, 2028 96.25 96.85 200,194.35
The School Resource Officer will be instrumental in the efforts to improve the quality of life and police services to Rialto High School and the surrounding community. The

Packet Page. 396

2 5
1 3
School Resource Officer will respond to calls for service at the school during school hours, along with conducting education and safety training for both staff and students. 2021-2025 Strategic Targets and Goals
The funding of this position by Rialto Unified School District is aligned with Key Target Goal No.1, Financial Stability. The ability to “Secure a long-term revenue source,” aligns with this Agreement. Rialto Unified School District will fund the position for a period of (3) years and (4) months, causing no fiscal impact to the City. This creates (1) Police Officer position for police services at Rialto High School.

The request to renew and amend the agreement with Rialto Unified School District is aligned with Key Target Goal No. 3” Improved Quality of Life. “The constant evaluation of public safety services and the vessels for which it is provided, synthesizes to this agreement. A Police Officer assigned to Rialto High School, provides immediate police presence, traffic control services, and decreased response times to calls for service at the high school and in the surrounding area.

Fiscal Impact
There is no additional fiscal impact to the General Fund. The Fiscal Year 2024/25 Operating Budget will be amended to recognize $47,041 in both revenues and expenditures from the Rialto Unified School District, for one (1) fully burdened Police Officer, including overtime costs.

Conclusion
It is recommended that the Mayor and City Council of the City of San Bernardino, California, adopt Resolution No. 2025-260, authorizing:

1. The City Manager to execute a Memorandum of Understanding with Rialto Unified School District for Policing Services beginning March 1, 2025, through June 30, 2028.

2. The Director of Finance and Management Services to amend the FY 2024/25 operating budget for the amount of $47,041 in both revenue and expenditures.

3. The Police Department to increase staffing by one (1) Police Officer position.

Attachments
Attachment 1 Resolution No. 2025-260
Attachment 2 Rialto Unified School District MOU
Attachment 3 2018 City Manager Andrea Miller/RUSD signed MOU Attachment 4 Resolution No. 2015-055 with signed MOU
Attachment 5 Resolution No. 2009-191 with signed MOU
Attachment 6 Resolution No. 2006-181 with signed MOU
Attachment 7 Resolution No. 2004-227 with signed MOU
Attachment 8 Resolution No. 2000-301 with signed MOU
Attachment 9 Resolution No. 1997-326 with signed MOU

Packet Page. 397

2 5
1 3
Ward:

Third Ward
Synopsis of Previous Council Actions:

July 2018, A Memorandum of Understanding was approved and signed by City Manager Andrea Miller with the Rialto Unified School District, for the partial funding of one Police Officer to provide Police Services as a School Resource Officer at Rialto High School. This MOU does not appear to have been presented before MCC for approval.

March 2015, The Mayor and City Council approved the Memorandum of Understanding with the Rialto Unified School District, for a term of 5 months, for the partial funding of one Police Officer to provide Police Services as a School Resource Officer at Rialto High School.

July 2009, The Mayor and City Council approved the Memorandum of Understanding with the Rialto Unified School District for the partial funding of one Police Officer to provide Police Services as a School Resource Officer at Rialto High School.

June 2006, The Mayor and City Council approved the Memorandum of Understanding with the Rialto Unified School District for the partial funding of one Police Officer to provide Police Services as a School Resource Officer at Rialto High School.

July 2003, The Mayor and City Council approved the Memorandum of Understanding with the Rialto Unified School District for the partial funding of one Police Officer to provide Police Services as a School Resource Officer at Rialto High School.

October 2000, The Mayor and City Council approved the Memorandum of Understanding with the Rialto Unified School District for the partial funding of one Police Officer to provide Police Services as a School Resource Officer at Rialto High School.

October 1997, The Mayor and City Council approved the Memorandum of Understanding with the Rialto Police Department and the Rialto Unified School District for the partial funding of one Police Officer to provide Police Services as a School Resource Officer at Rialto High School.

Packet Page. 398

Resolution No. 2025-260
Resolution No. 2025-260
March 5, 2025

Page 1 of 3 ends

6 4
4 9
RESOLUTION NO. 2025-260

RESOLUTION OF THE MAYOR AND CITY COUNCIL OF

THE CITY OF SAN BERNARDINO, CALIFORNIA,

AUTHORIZING THE CITY MANAGER TO EXECUTE A

MEMORANDUM OF UNDERSTANDING FOR POLICING
SERVICES WITH RIALTO UNIFIED SCHOOL DISTRICT;

THE DIRECTOR OF FINANCE AND MANAGEMENT
SERVICES TO AMEND THE FY 2024/25 OPERATING
BUDGET BY APPROPRIATING $47,041 IN BOTH
REVENUE AND EXPENDITURES; AND THE POLICE
DEPARTMENT TO INCREASE STAFFING BY ONE (1)
POLICE OFFICER POSITION.

WHEREAS, Rialto Unified School District is in need of a San Bernardino Police Officer to fulfill the duties of a School Resource Officer at Rialto High School; and WHEREAS, Rialto Unified School District is willing to fund the fully burdened rate of a San Bernardino Police Officer for the term of the Memorandum of Understanding; and WHEREAS, the School Resource Officer would be an asset to both Rialto High School and the neighborhoods in San Bernardino surrounding Rialto High School.

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 to execute a Memorandum of Understanding with Rialto Unified School District.” SECTION 3. “The Director of Finance and Management Services to amend the FY 24/25 operating budget for the amount of $47,041 in both revenues and expenditures.” SECTION 4. “Authorize the Police Department to increase staffing by (1) Police Officer position.”
SECTION 5.“The Mayor and City Council finds this Resolution is not subject to the California Environmental Quality Act (CEQA) in that the activity is covered by the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty, as in this case, that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA”

Packet Page. 399

Resolution No. 2025-260
Resolution No. 2025-260
March 5, 2025

Page 2 of 3 ends

6 4
4 9
SECTION 6.Severability. If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications, and to this end the provisions of this Resolution are declared to be severable.

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

APPROVED and ADOPTED by the City Council and signed by the Mayor and attested by the City Clerk this 5th day of March 2025.

Helen Tran, Mayor
City of San Bernardino
Attest:

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

Sonia Carvalho, City Attorney

Packet Page. 400

Resolution No. 2025-260
Resolution No. 2025-260
March 5, 2025

Page 3 of 3 ends

6 4
4 9

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. 2025-260, adopted at a regular meeting held on the 5 th day of March 2025 by the following vote:

WITNESS my hand and official seal of the City of San Bernardino this ___ day of ____________ 2025.

Genoveva Rocha, CMC, City Clerk

Packet Page. 401

Page 1 of 7 ends

6 3
1 5

MEMORANDUM OF UNDERSTANDING

BETWEEN

THE CITY OF SAN BERNARDINO
AND

RIALTO UNIFIED SCHOOL DISTRICT
This Memorandum of Understanding ("Agreement") is made and entered into as of March 5, 2025, by and between the City of San Bernardino (a charter city and municipal corporation organized and operating under the laws of the State of California with its principal place of business at Vanir Tower, 290 North D Street, San Bernardino, California 92401) (“City”) and Rialto Unified School District (a nationally recognized school district with its principal place of business at 182 East Walnut Avenue, Rialto, California 92376-3530) (“District”). City and District are hereinafter sometimes referred to individually as “Party” and collectively as the “Parties”.

RECITALS
A. District is in need of a full-time School Resource Officer (“SRO”) at Rialto High School (located at 595 South Eucalyptus Avenue, Rialto, California 92376)(“School”) to perform special services, provide collaborative educational support that will help build and sustain a positive school culture, and ensure a safer school climate for the District’s community; and
B. The City’s Police Department (“PD”) has the necessary qualifications to provide such services; and
C. The City’s Mayor and City Council ratified previous Agreements for a period of three (3) years (October 22, 1997; October 4, 2000; July 1, 2003; June 21, 2006; March 23, 2015; and July 2, 2018) for the PD to provide an SRO at the School; and D. The Parties desire to formalize the terms and conditions under which the PD will provide the SRO services described herein.

NOW, THEREFORE, the Parties hereby agree as follows:

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

2. Scope of Services. City shall provide the District with the services described in the Scope of Services attached hereto as Exhibit “A” and incorporated herein by this reference.

3. Compensation. District shall pay for such services in accordance with the Scope of Services set forth in Exhibit “A”. City will submit invoices to District for payment. Said invoice shall be based on the total of all City’s services which have been completed. District shall pay City’s invoice within thirty (30) calendar days from the date District receives said invoice. The invoice shall describe in detail the services performed and the associated time for completion.

Packet Page. 402

Page 2 of 7 ends

6 3
1 5

4. Term. This Agreement shall commence on the Effective Date and continue for three (years) through June 30, 2028, unless the Agreement is previously terminated as provided for herein (“Term”).

5. Delays in Performance
a. Neither Party shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the City’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including without limitation unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); and (4) pandemics, epidemics, or quarantine restrictions. “Orders of governmental authorities” includes ordinances, emergency proclamations and orders, and rules to protect the public health, welfare, and safety. b. Should a Force Majeure Event occur, the non-performing Party shall (within a reasonable time of being prevented from performing) give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Delays shall not entitle City to any additional compensation regardless of the Party responsible for the delay.

6. Independent Contractor. The Parties enter into this Agreement as independent contractors and not as employees of one another. Neither Party shall have power or authority by this Agreement to bind the other in any respect. Nothing in this Agreement shall be construed to be inconsistent with this relationship or status. All employees, agents, contractors, or subcontractors hired or retained by one Party are employees, agents, contractors, or subcontractors of that Party and not of the other Party.

Except as explicitly set forth herein, neither Party shall be obligated in any way to pay any wage claims or other claims made against the other Party by any such employees, agents, contractors, or subcontractors or any other person resulting from performance of this Agreement.

7. Indemnification. To the fullest extent permitted by law, District shall defend (with counsel reasonably approved by the City), indemnify, and hold the City (its elected and appointed officials, officers, employees, agents, and authorized volunteers) free and harmless from any and all claims (demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind in law or equity to property or persons including wrongful death (“Claims”)) in any manner arising out of, pertaining to, or incident to any alleged acts (errors, omissions, or willful misconduct) of District (its officials, officers, employees, subcontractors, consultants, or agents) in connection with the performance of the City’s services, the Project, or this Agreement (including without limitation the payment of all damages, expert witness fees, attorneys’ fees, and other related costs and expenses). This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City. District's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City (the City Council, members

Packet Page. 403

Page 3 of 7 ends

6 3
1 5
of the City Council, its employees, or authorized volunteers). District’s indemnification obligation shall survive the expiration or earlier termination of this Agreement.

8. Attorneys’ Fees. In the event that litigation is brought by any Party in connection with this Agreement, the prevailing Party shall be entitled to recover from the opposing Party all costs and expenses (including reasonable attorneys’ fees) incurred by the prevailing Party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. The costs, salary, and expenses of the City Attorney’s Office in enforcing this Agreement on behalf of the City shall be considered as “attorneys’ fees” for the purposes of this Agreement.

9. Termination. Either Party has the right to terminate any portion or all of the work under this Agreement by giving ten (10) calendar days’ written notice to the other Party. District shall pay City the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by the Parties of the portion of such task completed but not paid prior to said termination.

10. Notice. Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office (certified mail, return receipt requested, postage prepaid, addressed to the following addresses) and shall be effective upon receipt thereof:

CITY:

City of San Bernardino
710 North D Street
San Bernardino, CA 92401
Attn: Chief of Police
DISTRICT:

Rialto Unified School District
182 E Walnut Avenue
Rialto, CA 92376
Attn: Diane Romo, Lead
Business Services Agent

11. Interpretation. Subject headings of the paragraphs and subparagraphs of this Agreement are included for convenience only, and they shall not affect construction or interpretation of any of its provision(s). The Parties agree that this Agreement shall be given a fair interpretation, and no ambiguity is to be construed in favor or against either Party.

12. Cooperation. The Parties agree to cooperate fully and execute any and all supplementary documents, and to take all additional actions which may be necessary or appropriate to give full force and effect to the basic terms and intent of this Agreement.

13. Counterparts. This Agreement may be signed in counterparts each of which constitutes one and the same instrument, and shall be binding and enforceable as if all the Parties have executed the same copy hereof.

14. Assignment. The Parties represent and warrant that the Parties that they have not assigned or otherwise transferred any interest in any claims which are the subject matter hereof. The Parties agree to indemnify and hold the other Party harmless

Packet Page. 404

Page 4 of 7 ends

6 3
1 5
from any liability, loss, claims, demands, damages, costs, and expenses for attorney’s fees incurred by any of them as a result of any person asserting such assignment of transfer.

15. Authority to Execute. The Parties represent and warrant that it has all due authority necessary to execute this Agreement; that it has the right, power, legal capacity, and authority to enter into and perform the obligations under this Agreement; and that no further approval or consent of any person or entity is necessary for it to enter into and perform such obligations.

16. Governing Law. This Agreement shall be deemed to have been executed and delivered within the State of California, and the rights and obligations of the Parties hereunder shall be construed and enforced in accordance with and governed by the laws of the State of California. Any action or proceeding to enforce or interpret the terms of this Agreement shall be brought in Riverside County, California.

17. Entire Agreement. This Agreement constitutes the entire Agreement and understanding among the Parties with respect to its subject matter, and supersedes all prior and contemporaneous oral and written agreements and understandings relating to its subject matter.

18. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be illegal or enforceable, said provision shall be deemed severed and deleted; and neither such provision, its severance, nor deletion shall affect the validity of the remaining portions of this Agreement.

19. Amendment/Modification. No supplement, modification, or amendment of this Agreement shall be binding unless in writing and signed by the Parties.

20. Counterparts and Photocopy/Facsimile. The Parties may sign counterparts of this agreement, and the counterparts taken together shall constitute a single agreement. The Parties may provide their signatures by facsimile, portable document format, or other electronic means. A photocopy or facsimile copy of this fully executed Agreement may be used in lieu of the original executed copy for all purposes and shall be binding on the parties hereto as though an original executed Agreement. [SIGNATURES ON FOLLOWING PAGE]

Packet Page. 405

Page 5 of 7 ends

6 3
1 5

SIGNATURE PAGE FOR

MEMORANDUM OF UNDERSTANDING

BETWEEN

THE CITY OF SAN BERNARDINO
AND

RIALTO UNIFIED SCHOOL DISTRICT
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

CITY OF SAN BERNARDINO
APPROVED BY:

Bill Gallardo
City Manager
ATTESTED BY:

Genoveva Rocha
City Clerk
APPROVED AS TO FORM:

Best Best & Krieger LLP
City Attorney

RIALTO UNIFIED SCHOOL DISTRICT

Signature
Name
Title

Packet Page. 406

Page 6 of 7 ends

6 3
1 5
EXHIBIT “A”

SCOPE OF SERVICES

1. Working Hours. The City of San Bernardino (“City”) Police Department (“PD”) shall provide the Rialto Unified School District (“District”) one (1) School Resource Officer (“SRO”) who will generally work from 0700-1700, Tuesday through Friday, during the duration of the terms set forth in the memorandum of understanding (“MOU”). a. Unless previously agreed upon, the SRO will not work weekends, school holidays, or special events.
b. The City reserves the sole right to choose and designate its police officer, and to reassign and re-designate an officer to provide SRO services as it determines in its sole discretion.

2. Duties. The SRO shall be responsible for law enforcement duties arising on and adjacent to the Rialto High School campus (“School”). The SRO's duties and expectations shall include (but shall not be limited to) participating in additional professional development that will assist with their becoming better acclimated to the School’s social learning environment by focusing on and completing the following training courses:
a. Restorative Practice Training
b. Introduction to Positive Behavior Intervention and Support Framework c. National Curriculum Training Institute Coursework
d. Anger Management
e. Drug and Alcohol Prevention
f. Truancy Prevention
g. Social Skills & Character Development (Real Colors)

3. Additional Responsibilities. The SRO shall be responsible for facilitating and collaborating in School and community-based workshops and forums for students, staff, and families (focusing on bullying and violence prevention, drug trends and awareness, and the dangers of social media).
a. The SRO shall be expected to advise individual school administrators and school staff on conflict resolutions, gang issues, attendance (truancy) issues, trespassers, parent complaints, criminal matters, and other concerns consistent with the goals and objectives of the City and District.
b. The SRO shall not be used for disciplinary matters that fall under the purview of the District, and outside the scope and responsibilities of the SRO.

Packet Page. 407

Page 7 of 7 ends

6 3
1 5
c. The SRO may respond and lend assistance, consistent with the above listed duties, at any District facility within the PD’s jurisdiction.

5. Compensation. The SRO services for Rialto Unified School District will occur from March 1, 2025, to June 30, 2028. The District agrees to fund the fully burdened rate of one (1) full-time sworn police officer. The cost would be approximately six hundred thirty-six thousand three hundred fifteen dollars ($636,315) for the term of the MOU (to include salary, benefits, and any overtime expenses incurred, i.e. student athletic events) as reflected in the following chart:

Police Officer
Term Hourly Rate
(with benefits)
Overtime Hourly
Rate
(w/out benefits)
Fully Burdened
Rate
March 1, 2025 – June 30,
2025 90.47 89.41 47,041.80
July 1, 2025 – June 30,
2026 92.49 91.82 192,378.26
July 1, 2026 – June 30,
2027 94.57 94.30 196,702.84
July 1, 2027 – June 30,
2028 96.25 96.85 200,194.35
Additionally, any expenses related to training, specifically identified in Exhibit “A,” of this Agreement, will be funded by the Rialto Unified School District.

5. Information Sharing. It is understood the sharing of information is limited to Federal or state laws that govern the collection, use, and dissemination of student records to include the following: (a) Federal privacy laws, including the Federal Rights and Privacy Act of 1974; (b) Health Insurance Portability and Accountability Act of 1996; and (c) civil rights and other laws must be considered when developing plans for Criminal Justice Information Systems, and/or sharing that involves personally identifiable information from student education records.

6. Safety. The City and District must balance safety interests and student privacy interests. All information sharing should be based upon the Family Educational Rights and Privacy Act (“FERPA”), and California laws that govern the release of records.

FERPA does contain exceptions to the general consent requirement, including the “health or safety emergency exception”. Disclosures based on the exception must be documented in the student’s education records to memorialize the emergency that formed the basis for the disclosure.

7. Supervision of SROs. The SRO will report directly to the Western District Commander or designee, within the City’s PD. The SRO will not report to any District personnel or receive any instruction or direction on any matter. Performance concerns regarding the SRO will be communicated from the District’s Lead Agent of Expanded Learning and Safety Innovation directly to the PD. The SRO shall remain an employee of City providing the services set forth in this MOU and shall not be considered an agent, employee, or officer of the District.

Packet Page. 408

Packet Page. 409

Packet Page. 410

Packet Page. 411

1 RESOLUTION NO. 2015- 55
2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF

SAN BERNARDINO AUTHORIZING THE EXECUTION OF A MEMORANDUM OF 3 UNDERSTANDING BETWEEN THE RIALTO UNIFIED SCHOOL DISTRICT AND 4 THE CITY OF SAN BERNARDINO FOR A SCHOOL RESOURCE OFFICER AT RIALTO HIGH SCHOOL.
5 NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON 6 COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS:
7 8 SECTION 1. The City Manager is hereby authorized and directed to execute on 9 behalf of said City, a Memorandum of Understanding between the Rialto Unified School 10 District and the City of San Bernardino. A copy of which is attached hereto marked Exhibit 11 A" and incorporated herein by reference as fully asthough set forth at length. 12 13
SECTION 2. The authorization granted hereunder shall expire and be void and of 14 no further effect if the Agreement is not executedby both parties andreturned to the Office of 15 the City Clerk within sixty (60) days following the effective dateof the resolution. 16 ///
17 18
19 20 ///
21 22
23 24
25 26
27 28

Packet Page. 412

RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF

SAN BERNARDINO AUTHORIZING THE EXECUTION OF A MEMORANDUM OF 2 UNDERSTANDING BETWEEN THE RIALTO UNIFIED SCHOOL DISTRICT AND

THE CITY OF SAN BERNARDINO FOR A SCHOOL RESOURCE OFFICER AT 3 RIALTO HIGH SCHOOL
4 5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 6 Common Council of the City of SanBernardino at ajoint regular meeting thereof, held on the 7 16th
day of March, 2015, by the following vote, to wit:
8 9 Council Members: AYES NAYS ABSTAIN ABSENT
10 MARQUEZ X
11 BARRIOS x
12 VALDIVIA X
13 14
SHORETT x
15 NICKEL X
16 JOHNSON X
17 MULVILHILL X
18 19
20 George Hann ity Clerk
21 The foregoing resolution is hereby approved this day of March, 2015. 22 de4j (-23 R. Carey Davis, Mayor
24 City of San ernardino
25 Approved as to form:
26 Gary D. Saenz, City Attorney
27 By Qf-e--tl- 2
28 Packet Page. 413

2015- 55
Exhibit" A"

MEMORANDUM OF UNDERSTANDING

BETWEEN THE RIALTO UNIFIED SCHOOL DISTRICT

AND THE CITY OF SAN BERNARDINO FOR A

SCHOOL RESOURCE OFFICER ( SRO) AT

RIALTO HIGH SCHOOL

1. Pursuant to discussions between the parties, the City of San Bernardino, through the San Bernardino Police Department ( SBPD), shall provide a part- time, police officer as a School Resource Officer ( SRO) at Rialto High School in the City of San Bernardino for five ( 5) months.

II.

The term of this Agreement is five ( 5) months commencing February 1, 2015, and ending June 30, 2015. The duration of the officer' s assignment shall be five ( 5) months.

III.

The SRO shall at all times, be subject to the directives and supervision of the SBPD and shall be responsible for serving as a liaison between students, faculty, administration, parents and law enforcement in furtherance of good and meaningful youth, community, school, and police understanding.

IV.

The SRO shall be responsible for all law enforcement duties arising on and in the vicinity of the Rialto High School which fall within the course and scope of a police officer' s duties. The officer shall be engaged in a wide variety of activities determined to meet the collective goals of the Rialto Unified School District and the San Bernardino Police Department, as well as the general community, that being, to provide a safe and healthy educational environment. Such duties/ activities shall include, but shall not be limited to, assisting administrators and school staff members with discipline/criminal matters, conflict resolution, gang issues, attendance ( truancy) issues, safety procedures, trespassers, parent complaints, and/ or inquiries.

The City of San Bernardino shall defend, indemnify, and hold harmless, the Rialto Unified School District, their respective agencies, officers, employees, and agents from and against any and all liability, loss, expense, attorney's fees, or claims for inquiries or damages arising out of the performance of this agreement, but only in proportion to, and to the extent such liability, loss, expense, attorney' s fees, or claims for injuries or damages are caused by, or are the result of, the negligent or intentional acts or omissions of the SBPD, its officers, agents or employees.

Packet Page. 414

2015- 55
Exhibit " A"
VI.

The Rialto Unified School District shall defend, indemnify, and hold harmless, the City of San Bernardino, its officers, employees, and agents from and against any and all liability, loss, expense, attorney' s fees, or claims for injuries or damage arising out of the performance of this agreement, but only in proportion to, and the extent such liability, loss, expense, attorney' s fees, or claims for injuries or damages are caused by, or are the result of, the negligence or intentional acts or omissions of the Rialto Unified School District. Said sums shall include, in the event of legal action, court costs, expense of litigation and reasonable attorney' s fees. The costs, salary and expenses of the City Attorney and members of his staff in enforcing this agreement on behalf of the City shall be considered as " attorney' s fees" for purposes of this paragraph.

VII.

Either party to this MOU may terminate the agreement at any time or for any reason provided written notice of such intent to terminate is submitted not less than thirty ( 30) days prior to the effective date of termination.

VIII.

All notice as referenced herein, or as may be given by one party to the other, shall be made in writing and shall be deemed effective when deposited in the United States mail, certified with postage prepaid and addressed as herein provided.

NOTICE TO SBPD:

City of San Bernardino Police Department
Attn: Chief of Police
710 North " D" Street
San Bernardino, CA 92401
NOTICE FO RUSD:

Rialto Unified School District
Attn: District Superintendent
182 East Walnut Avenue
Rialto, CA 92376
IX
One ( 1) San Bernardino Police Department Officer will serve as a School Resource Officer ( 20 hours per week) 100% funded salary and benefits by the Rialto Unified School District. Any overtime expenditures that are directly related to Rialto High School activities will be calculated at 1.5 times the officer' s hourly salary and will be paid by the Rialto Unified School District.

Packet Page. 415

2015- 55
Exhibit" A"
X.

TheCityofSanBernardinoshallinvoice (bill) theRialtoUnifiedSchoolDistrictona quarterlybasis (itemizedbythemonth) commencingattheendofthefirstquarter following the effective date of this agreement.

XI.

No amendment to this agreement shall be made except by written agreement duly signed and authorized by the parties. Nothing, however, shall preclude the execution of this agreement in counterparts.

AGREED TO THIS DAYOF 2015

FOR THE CITY OF FOR THE RIALTO UNIFIED

SAN BERNARDINO SCHOOL DISTRICT
Allen J. Parker, City Manager Mohammad Z. Islam
Interim Superintendent
Approved as to form:

Gary D. Saenz, City Attorney
B lC. t l J- 1- e\[ Q-¢-

Packet Page. 416

2015- 55
Exhibit " A"

MEMORANDUM OF UNDERSTANDING

BETWEEN THE RIALTO UNIFIED SCHOOL DISTRICT

AND THE CITY OF SAN BERNARDINO FOR A

SCHOOL RESOURCE OFFICER ( SRO) AT

RIALTO HIGH SCHOOL

1. Pursuant to discussions between the parties, the City of San Bernardino, through the San Bernardino Police Department ( SBPD), shall provide a part- time, police officer as a School Resource Officer (SRO) at Rialto High School in the City of San Bernardino for five ( 5) months.

II.

The term of this Agreement is five ( 5) months commencing February 1, 2015, and ending June 30, 2015. The duration of the officer' s assignment shall be five ( 5) months.

III.

IV.

The SRO shall be responsible for all law enforcement duties arising on and in the vicinity of the Rialto High School which fall within the course and scope of a police officer' s duties. The officer shall be engaged in a wide variety of activities determined to meet the collective goals of the Rialto Unified School District and the San Bernardino Police Department, as well as the general community, that being, to provide a safe and healthy educational environment. Such duties/ activities shall include, but shall not be limited to, assisting administratorsand school staff memberswith discipline/criminal matters, conflict resolution, gang issues, attendance ( truancy) issues, safety procedures, trespassers, parent complaints, and/ or inquiries.

The City of San Bernardino shall defend, indemnify, and hold harmless, the Rialto Unified School District, their respective agencies, officers, employees, and agents from andagainstanyandall liability, loss, expense, attorney's fees, or claimsfor inquiriesor damagesarisingout of the performanceof this agreement, but only in proportionto, and to the extent such liability, loss, expense, attorney' s fees, or claims for injuries or damages are caused by, or are the result of, the negligent or intentional acts or omissions of the SBPD, its officers, agents or employees.

Packet Page. 417

2015- 55
Exhibit" A"
VI.

TheRialtoUnifiedSchoolDistrictshalldefend, indemnify, andholdharmless, theCityof San Bernardino, its officers, employees, and agents from and against any and all liability, loss, expense, attorney'sfees, orclaimsforinjuriesordamagearisingoutofthe performanceofthisagreement, butonlyin proportionto, andtheextentsuchliability, loss, expense, attorney'sfees, orclaimsforinjuriesordamagesarecausedby, orare theresultof, thenegligenceorintentionalactsoromissionsoftheRialtoUnifiedSchool District. Said sums shall include, in the event of legal action, court costs, expenseof litigation and reasonable attorney' s fees. The costs, salary and expensesof the City AttorneyandmembersofhisstaffinenforcingthisagreementonbehalfoftheCityshall be consideredas "attorney's fees" for purposesof this paragraph.

VII.

EitherpartytothisMOUmayterminatetheagreementatanytimeorforanyreason providedwrittennoticeofsuchintenttoterminateissubmittednotlessthanthirty (30) days prior to the effective date of termination.

VIII.

Allnoticeasreferencedherein, orasmaybegivenbyonepartytotheother, shallbe madeinwritingandshallbedeemedeffectivewhendepositedintheUnitedStatesmail, certified with postage prepaid and addressed as herein provided.

NOTICE TO SBPD:

Cityof San BernardinoPoliceDepartment
Attn: Chief of Police
710 North " D" Street
San Bernardino, CA 92401
NOTICE FO RUSD:

Rialto Unified School District
Attn: District Superintendent
182 East Walnut Avenue
Rialto, CA 92376
IX
One ( 1) SanBernardinoPoliceDepartmentOfficerwillserveas a SchoolResource Officer ( 20 hours per week) 100% fundedsalaryand benefitsby the RialtoUnified School District. Anyovertimeexpendituresthataredirectlyrelatedto RialtoHigh Schoolactivitieswillbecalculatedat1.5timestheofficer'shourlysalaryandwillbepaid by the Rialto Unified School District.

Packet Page. 418

2015- 55
Exhibit" A"
X.

TheCityofSanBernardinoshallinvoice (bill) theRialtoUnifiedSchoolDistrictona quarterlybasis (itemizedbythemonth) commencingattheendofthefirstquarter following the effective date of this agreement.

XI.

Noamendmenttothisagreementshallbemadeexceptbywrittenagreementduly signed and authorized by the parties. Nothing, however, shall precludethe executionof this agreement in counterparts.

AGREED TO THIS 2) 15. DAYOF 2015

FOR THE CITY OF FOR THE RIALTO UNIFIED

SAN BERNARDINO SCHOOL DISTRICT
Allen J. P rker, City Manager WohammadZ. Islam
Interim Superintendent
Approved as to form:

Gary D. Saenz, City Attorney
B CQ

Packet Page. 419

1 RESOLUTION NO. 2009- 191
2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OFTHE CITY OF 3 SAN BERNARDINO AUTHORIZING THE EXECUTION OF A MEMORANDUM OF

UNDERSTANDING BETWEEN THE RIAL TO UNIFIED SCHOOL DISTRICT AND THE 4 CITY OF SAN BERNARDINO FOR A SCHOOL RESOURCE OFFICER AT RIALTO HIGH SCHOOL.
5 6 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS:
7 8 SECTION 1. The City Manager of the City of San Bernardino is authorized and 9 directed to execute, on behalf of the City, a Memorandum of Understanding between the Rialto 10 Unified School District and the City of San Bernardino. A copy of said Memorandum of 11 Understanding is attached hereto marked Exhibit " A" and incorporated herein by this reference 12 as fully as though set forth at length.
13 SECTION 2. That the implementation date of the Memorandum of Understanding is 14 July 1, 2009; therefore, any action taken between July 1, 2009, and the date that this Resolution 15 is adopted is hereby ratified,
16 SECTION 3. The authorization granted hereunder shall expire and be void and of no 17 further effect if the Memorandum of Understanding is not executed by both parties and returned 18 to the Office ofthe City Clerk within sixty ( 60) days following the effective date of the 19 resolution.
20 III
21 III
22 III
23 III
24 / II
25 III
26 III
27 III
28 1/1

Packet Page. 420

2009- 191
1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN

BERNARDINO AUTHORIZING THE EXECUTION OF A MEMORANDUM OF 2 UNDERSTANDING BETWEEN THE RIAL TO UNIFIED SCHOOL DISTRICT AND THE

CITY OF SAN BERNARDINO FOR A SCHOOL RESOURCE OFFICER AT RIALTO 3 HIGH SCHOOL.
4 5 I HEREBY CERTIFY that the foregoing Resolution was duly adoptedby the Mayor joint
6 and Common Council of the City of San Bernardino at a regular meeting thereof, held on 7 the 6thday of July
8 COUNCIL MEMBERS:
9 ESTRADA
10 BAXTER
11 BRINKER
12 SHORETT
13 KELLEY
14 JOHNSON
15 MC CAMMACK
16 2009, by the following vote, to wit:

AYES NAYS ABSTAIN ABSENT
x
x
x
x
x
x
1L
17 r~ b.~
Rac el Clark, City Clerk
18 Ii
The foregoing Resolution is hereby approvedthis ' 1~day of , Tn T y , 2009, 19 20
21 ayor
22 23 Approved as to form:
24 JAMES F. PENMAN,
City Attorney
25 26 1-.~
27 28

Packet Page. 421

2009- 191

MEMORANDUM OF UNDERSTANDING
RE: AGREEMENT BETWEEN THE RIAL TO UNIFIED SCHOOL DISTRICT

AND THE CITY OF SAN BERNARDINO FOR A

SCHOOL RESOURCE OFFICER ( SRO) AT

RIAL TO HIGH SCHOOL
I.

Pursuant to discussions between the parties, the City of San Bernardino, through the San Bernardino Police Department ( SBPD), shall provide a full- time, 12 month police officer ( P- 1) as a School Resource Officer ( SRO) at Rialto High School in the City of San Bernardino.

II.

The term of this Agreement is three ( 3) years commencing July 1, 2009, and ending on June 30, 2012. The duration of the officer' s assignment shall be three years.

III.

The SRO shall, at all times, be subject to the directives and supervision of the SBPD, and shall be responsible for serving as a liaison between students, faculty, administration, parents and law enforcement in furtherance of good and meaningful youth, community, school, and police understanding.

IV.

The SRO shall be responsible for all law enforcement duties arising on and in the vicinity of the Rialto High School which fall within the course and scope of a police officer' s duties. The officer shall be engaged in a wide variety of activities determined to meet the collective goals of the Rialto Unified School District and the San Bernardino Police Department, as well as the general community, that being, to provide a safe and healthy educational environment. Such duties/ activities shall include, but shall not be limited to, assisting administrators and school staff members with discipline/ criminal matters, conflict resolution, gang issues, attendance ( truancy) issues, safety procedures, trespassers, parent complaints, andlor inquiries.

The City of San Bernardino shall defend, indemnify, and hold harmless, the Rialto Unified School District, their respective agencies, officers, employees, and agents from and against any and all liability, loss, expense, attorney' s fees, or claims for inquiries or damages arising out of the performance of this agreement, but only in proportion to, and to the extent such liability, loss, expense, attorney' s fees, or claims for injuries or damages are caused by, or are the result of, the negligent or intentional acts or omissions of the SBPD, its officers, agents or employees.

EXHIBIT " A"

Packet Page. 422

2009- 191
VI.

The Rialto Unified School District shall defend, indemnify, and hold harmless, the City of San Bernardino, its officers, employees, and agents from and against any and all liability, loss, expense, attorney' s fees, or claims for injuries or damage arising out of the performance of this agreement, but only in proportion to, and to the extent such liability, loss, expense, attorney' s fees, or claims for injuries or damages are caused by, or are the result of, the negligence or intentional acts or omissions of the Rialto Unified School District. Said sums shall include, in the event of legal action, court costs, expense of litigation and reasonable attorney' s fees. The costs, salary and expenses of the City Attorney and members of his staff in enforcing this agreement on behalf of the City shall be considered as " attorney' s fees" for purposes of this paragraph.

VII.

VIII.

All notices as referenced herein, or as may be given by either party to the other, shall be made in writing and shall be deemed effective when deposited in the United States mail, certified with postage prepaid and addressed as herein provided.

NOTICE TO SBPD:

City of San Bernardino Police Department
Attn: Chief of Police
710 North " D" Street
San Bernardino, CA 92401
NOTICE TO RUSD:

Rialto Unified School District
Attn: District Superintendent
182 East Walnut Avenue
Rialto, CA 92376
IX.

The SRO position will be funded 50% by the City of San Bernardino and 50% by the Rialto Unified School District and shall include the employee' s salary and benefit cost.

Any overtime expenditures that are directly related to Rialto High School activities will be calculated at 1. 5 times the officer' s hourly salary and will be shared equally by both parties. The cost of the SRO P- 1 position shall include the salary calculated at step 5, including benefits. Currently, the monthly rate as reflected at that step is $ 10, 937. 00, which includes 40. 3% for the employee' s benefit package. In addition, the parties will 2 Packet Page. 423

2009- 191
equally bear the annual $ 950. 00 uniform allowance that needs to be factored in. These rates are subject to increase annually. The parties agree that any increase in the salary and benefits will be included in the rates as soon as the increase is put into effect and will be borne equally by the parties.

The City of San Bernardino shall invoice ( bill) the Rialto Unified School District on a quarterly basis ( itemized by the month) commencing at the end of the first quarter following the effective date of this agreement.

XI.

No amendment to this agreement shall be made except by written agreement duly signed and authorized by the parties. Nothing, however, shall preclude the execution of this agreement in counterparts.

AGREED TO THIS t.
r1'
DAYOF
JuL7
2009.

FOR THE CITY OF

S BERNARDINO

FOR THE RIAL TO UNIFIED

SCHOOL DISTRICT
CHARLE . Me
City Manager
Approved as to form:

James F. Penman, City Attorney
By: ~~ '?~~
3 Packet Page. 424

1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
27 28
RESOLUTION NO. 2006- 181

RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY

OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A MEMORANDUM

OF UNDERSTANDING BETWEEN THE RIALTO UNIFIED SCHOOL DISTRICT

AND THE CITY OF SAN BERNARDINO FOR A SCHOOL RESOURCE OFFICER AT RIAL TO HIGH SCHOOL.

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

SECTION 1. The Mayor of the City of San Bernardino is authorized and directed to execute. on behalf of the City. a Memorandum of Understanding between the Rialto Unified School District and the City of San Bernardino. A copy of said Memorandum of Understanding is attached hereto marked Exhibit " A" and incorporated herein by this reference as fully as though set forth at length.

SECTION 2. The authorization granted hereunder shall expire and be void and of no further clfect if the Agreement is not executed by both parties and returned to the 011ice ol' the City Clerk within sixty ( 60) days following the effective date of the resolution.

III
III
III
III
III
III
III
III
III

Packet Page. 425

1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
27 28

RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF

SAN BERNARDINO AUTHORIZING THE EXECUTION OF A MEMORANDUM OF

UNDERSTANDING BETWEEN THE RIAL TO UNIFIED SCHOOL DISTRICT AND THE

CITY OF SAN BERNARDINO FOR A SCHOOL RESOURCE OFFICER AT RIALTO fiGH SCHOOL.

I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at a joint rep; ular meeting June 2006, by the following vote, to wit:thereoL held on the 19thdayof ABSTAIN ABSENTCouncil Members: AYES NAYS
ESTRADA x
BAXTER
xMCGINNIS
DERRY x
xKELLEY
JOHNSON x
MCCAMMACK x
xJcw;r!!d{ )} 1NILi1 (1 ) 6('D ~!f.:

City Clerk .

The foregoing resolution is hereby approved this ~(. s:t- day of June 2006. e:
r -::..
k ~. Morris, Mayor
City of San Bernardino
Approved as to form:
j

Packet Page. 426

2006- 181

MEMORANDUM OF UNDERSTANDING
RE: AGREEMENT BETWEEN THE RIAL TO UNIFIED SCHOOL DISTRICT

AND THE CITY OF SAN BERNARDINO FOR A

SCHOOL RESOURCE OFFICER ( SRO) AT

RIAL TO HIGH SCHOOL
I.

Pursuant to discussions between the parties, the City of San Bernardino, through the San Bernardino Police Department ( SBPD) shall provide a full- time, 12 month police officer ( P- 1) at Rialto High School as a School Resource Officer ( SRO), the campus being located in the City of San Bernardino.

II.

This assignment will have a duration of three ( 3) school years commencing July 1, 2006.

III.

IV.

The SRO shall be responsible for all law enforcement duties arising on and in the vicinity of the Rialto High School which fall within the course and scope of a police officer' s duties. The officer shall be engaged in a wide variety of activities determined to meet the collective goals of the Rialto Unified School District and the San Bernardino Police Department, as well as the general community, that being, to provide a safe and healthy educational environment. Such duties/ activities shall include, but shall not be limited to, assisting administrators and school staff members with discipline/ criminal matters, conflict resolution, gang issues, attendance ( truancy) issues, safety procedures, trespassers, parent complaints, and/ or inquiries.

The City of San Bernardino shall defend, indemnify, and hold harmless, the Rialto Unified School District, their respective agencies, officers, employees, and agents from and against any and all liability, loss, expense, attorney' s fees, or claims for inquiries or damages arising out of the performance of this agreement, but only in proportion to, and to the extent such liability, loss, expense, attorney' s fees, or claims for injuries or damages are caused by, or are the result of, the negligent or intentional acts or omissions of the SBPD, its officers, agents or employees.

Packet Page. 427

2006- 181
VI.

The Rialto Unified School District shall defend, indemnify, and hold harmless, the City of San Bernardino, its officers, employees, and agents from and against any and all liability, loss, expense, attorney' s fees, or claims for injuries or damage arising out of the performance of this agreement, but only in proportion to, and to the extent such liability, loss, expense, attorney' s fees, or claims for injuries or damages are caused by, or are the result of, the negligence or intentional acts or omissions of the Rialto Unifi. ed School District Said sums shall include in the event of legal action, court costs, expense of litigation and reasonable attorney' s fees. The costs, salary and expenses of the City Attorney and members of his staff in enforcing this agreement on behalf of the City shall be considered as " attorney' s fees" for purposes of this paragraph.

VII.

This agreement shall remain in full force and effect for a period of three ( 3) school years ( as per paragraph II) commensurate with the balance of the matching funding to be paid by the Rialto Unified School District
VIII.

IX.

All notices as referenced herein, or as may be given by either party to the other shall be made in writing and shall be deemed effective when deposited in the United States mail, certified with postage prepaid and addressed as herein provided.

NOTICE TO SBPD:

City of San Bernardino Police Department
Attn: Chief of Police
710 North " 0" Street
San Bernardino, CA 92401
NOTICE TO RUSD:

Rialto Unified School District
Attn: District Superintendent
182 East Walnut Avenue
Rialto, CA 92376
2 Packet Page. 428

2006- 181
X.

The SRO position will be funded 50% from the City of San Bernardino and 50% from the Rialto Unified School District and shall include the employee' s salary and benefit cost. Any overtime expenditures that are directly related to Rialto High School activities will be calculated at 1. 5 of the officer' s hourly salary and will be shared equally by both agencies. The cost of the SRO P- 1 position shall include the salary calculated at step 5, including benefits. Currently, the monthly rate as reflected at that step is $ 9,443. 34, which includes 40. 3% for the employee' s benefit package. Once a year, there is a 600. 00 uniform allowance that needs to be factored in. These rates are subject to increase annually. The parties agree that any increase in the salary and benefits will be included in the rates as soon as the increase is put into effect.

XI.

The rate of pay and benefits referenced in paragraph X herein is subject to an annual increase and authorized by the parties. Nothing, however, shall preclude the execution of the agreement in counterparts.

XII.

XIII.

No amendment to this agreement shall be made except by written agreement duly signed and authorized by the parties. Nothing, however, shall preclude the execution of this agreement in counterparts.

AGREED TO THIS 13th DAY OF July 200i....

FOR THE CITY OF

SAN BERNARDINO

FOR THE RIAL TO UNIFIED

SCHOOL DISTRICT
DNA D. HERRING
Superintendent,
Rialto Unified School Di
Approved as to Form:

JAMES F. PENMAN,
City Attorney
9,/~
3 j

Packet Page. 429

I
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
211
RESOLUTION NO. 2004- 227

RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY

OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A MEMORANDUM

OF UNDERSTANDING BETWEEN THE RIALTO UNIFIED SCHOOL DISTRICT

AND THE CITY OF SAN BERNARDINO FOR A SCHOOL RESOURCE OFFICER AT RIALTO HIGH SCHOOL.

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

SECTION 1. The Mayor of the City of San Bernardino is authorized and directed to execute, on behalf of the City, a Memorandum of Understanding betweenthe Rialto Unified School District and the City of San Bernardino. A copy of said Memorandum of Understanding is attachedhereto marked Exhibit " A" and incorporated herein by this reference as fully as though set forth at length.

SECTION 2. This agreement shall not take effect until fully signed and executed by all parties. The City shall not be obligated hereunder unless and until the agreement is fully executed, and no oral agreement relating thereto shall be implied or authorized.

Packet Page. 430

2004- 227
1 2
3 4
5 6
10 11
12 13
14 15
16 17
18 19
20 21
22 23
24 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY

OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A MEMORANDUM

OF UNDERSTANDING BETWEEN THE RIALTO UNIFIED SCHOOL DISTRICT

AND THE CITY OF SAN BERNARDINO FOR A SCHOOL RESOURCE OFFICER AT RIALTO HIGH SCHOOL.

I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor jt.
and Common Council of the City of SanBernardino at a Teg• meeting thereof, held on the 6th dayof July 2004, by the following vote, to wit:

Council Members: AYES NAYS ABSTAIN ABSENT
ESTRADA x
LONGVILLE %
MCGINNIS x
DERRY
x
KELLEY %
JOHNSON %
MCCAMMACK %
City Clerk
The foregoing resolution is hereby approved this ( 74 dayof July 2004.

Approved as to
form and legal content:

JAMES F. PENMAN,
City Attorney
Vailes, Mayor
FSan Bernardino

Packet Page. 431

2004- 227

MEMORANDUM OF UNDERSTANDING
RE: AGREEMENT BETWEEN THE RIALTO UNIFIED SCHOOL DISTRICT

AND THE CITY OF SAN BERNARDINO FOR A

SCHOOL RESOURCE OFFICER ( SRO) AT

RIALTO HIGH SCHOOL
Pursuant to discussions between the parties, the City of San Bernardino, through the San Bernardino Police Department ( SBPD) shall provide a full- time, 12 month police officer ( P- 1) at Rialto High School as a School Resource Officer ( SRO), the campus being located in the City of San Bernardino.

This assignment will have a duration of three ( 3) school years commencing July 1, 2003.

I"
The SRO shall be responsible for all law enforcement duties arising on and in the vicinity of the Rialto High School which fall within the course and scope of a police officer' s duties. The officer shall be engaged in a wide variety of activities determined to meet the collective goals of the Rialto Unified School District and the San Bernardino Police Department, as well as the general community, that being, to provide a safe and healthy educational environment. Such duties/ activities shall include, but shall not be limited to, assisting administrators and school staff members with discipline/ criminal matters, conflict resolution, gang issues, attendance ( truancy) issues, safety procedures, trespassers, parent complaints, and/ or inquiries.

The City of San Bernardino shall defend, indemnify, and hold harmless, the Rialto Unified School District, their respective agencies, officers, employees, and agents from and against any and all liability, loss, expense, attorney' s fees, or claims for inquiries or damages arising out of the performance of this agreement, but only in proportion to, and to the extent such liability, loss, expense, attorney' s fees, or claims for injuries or damages are caused by, or are the result of, the negligent or intentional acts or omissions of the SBPD, its officers, agents or employees.

Packet Page. 432

2004- 227
VI.

The Rialto Unified School District shall defend, indemnify, and hold harmless, the City of San Bernardino, its officers, employees, and agents from and against any and all liability, loss, expense, attorney's fees, or claims for injuries or damage arising out of the performance of this agreement, but only in proportion to, and to the extent such liability, loss, expense, attorney' s fees, or claims for injuries or damages are caused by, or are the result of, the negligence or intentional acts or omissions of the Rialto Unified School District. Said sums shall include in the event of legal action, court costs, expense of litigation and reasonable attorney' s fees. The costs, salary and expenses of the City Attorney and members of his staff in enforcing this agreement on behalf of the City shall be considered as "attorney' s fees" for purposes of this paragraph.

VII.

Vlll.

Either party to this MOU may terminate the agreement at any time or for any reason provided written notice of such intent to terminate is submitted not less than thirty (30) days prior to the effective date of termination.

IX.

NOTICE TO SBPD:

City of San Bernardino Police Department
Attn: Chief of Police
710 North " D" Street
San Bernardino, CA 92401
NOTICE TO RUSD:

Rialto Unified School District
Attn: District Superintendent
182 East Walnut Avenue
Rialto, CA 92376

Packet Page. 433

2004- 227
X.

The SRO position will be funded 50% from the City of San Bernardino and 50% from the Rialto Unified School District and shall include the employee' s salary and benefit cost. Any overtime expenditures that are directly related to Rialto High School activities will be calculated at 1.5 of the officer' s hourly salary and will be shared equally by both agencies. The cost of the SRO P-1 position shall include the salary calculated at step 5, including benefits. Currently, the monthly rate as reflected at that step is $ 7,531. 27, which includes 35. 415% for the employee's benefit package. Once a year, there is a 600. 00 uniform allowance that needs to be factored in. These rates are subject to increase annually. The parties agree that any increase in the salary and benefits will be included in the rates as soon as the increase is put into effect.

XI.

MI.

XIII.

No amendment to this agreement shall be made except by written agreement duly signed and authorized by the parties. Nothing, however, shall preclude the execution of this agreement in counterparts.

AGREED TO THIS
FOR THE CfTY OF

SAN BERMARDINC
6th DAY OF July , 2004 .

FOR THE RIALTO UNIFIED

SCHOOL DISTRICT
i- FALLES EDNA D. HERRING
of San Bernardino Superintendent,
Rialto Unified School

Packet Page. 434

1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24

RESOLUTION
NO.
2000-
301 RESOLUTIONOF

THE MAYORAND COMMON COUNCILOF THE CITY OF SAN

BERNARDINOAUTHORIZINGTHE EXECUTION OF A MEMORANDUMOF UNDERSTANDING

WITH THE RIALTO UNIFIEDSCHOOL DISTRICT AND THE CITY
OF SAN BERNARDINO.BE IT

RESOLVEDBY THE MAYORAND COMMON COUNCILOF THE CITY OF
SAN BERNARDINOAS FOLLOWS: SECTION1.

The Mayor of the City of San Bernardinois authorized anddirected to execute, on behalf of the City, a Memorandumof Understanding betweenthe Rialto UnifiedSchool District and the City of San Bernardino.A copy
of said Memorandumof Understanding is attached heretomarked Exhibit " A", and incorporated hereinby this referenceas fully as thoughset forth at length. SECTION2.

This agreement shall not take affect until fully signed and executedby all parties. The City shall not be obligatedhereunderunless and until the agreementis fully executed, and no oral agreementrelatingthereto shall be implied or authorized.SECTION

3. The authorization to execute the above referencedagreementis rescinded if the partiesto the agreementfail to executeit within sixtydays of the passageof this resolution.

III III
III
III
25 26
27 28
III
III
III

Packet Page. 435

2000-
301
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20 The foregoing resolutionis hereby approvedthis _ 4nt _ day of October RESOLUTIONOF THE MAYOR AND COMMON COUNCILOF THE

CITY OF SAN BERNARDINO AUTHORIZINGTHE EXECUTIONOF A

MEMORANDUMOF UNDERSTANDINGWITH THE RIAL TO UNIFIED SCHOOL DISTRICT

AND THE CITY OF SAN
BERNARDINO.I HEREBY CERTIFYthat the foregoing Resolutionwas duly adoptedby the Mayor
Joint and Common Councilof the Cityof San Bernardinoat a Regular meeting thereof, held on the 2nd day of October ,2000, by the followingvote, to
wit:
2000.
21 22
23Cu.

L- iZ""'----J dith
Valles, Mayority of
San Bernardino 24 Approved
as to Formand
legal
content:
25 26
27 By:

Packet Page. 436

2000-
301 MEMORANDUMOF
UNDERSTANDINGRE: AGREEMENT BETWEENTHE RIAL TO UNIFIED SCHOOL

DISTRICTAND THE CITYOF SAN BERNARDINOFOR

A SCHOOL RESOURCE OFFICER (SRO)

AT RIAL TO HIGH
SCHOOL
I. Pursuantto discussions betweenthe parties, the Cityof San Bernardino, throughthe San BernardinoPolice Department (SBPD) shall providea full- time, 12 month police officer (P- I) at RialtoHighSchool as a School ResourceOfficer (SRO), the campus beinglocated in the City of
San
Bernardino.The assignmentwill havea durationof three (3) school years commencingJulyI, 2000.

III. The SRO shall, at all times, be subjectto the directivesand supervisionof the SBPD, and shallbe responsiblefor servingas a liaison between students, faculty, administration, parents, and law enforcementin furtheranceof good and meaningfulyouth, community, school, and police
understanding.

IV. The SRO shallbe responsiblefor all law enforcementduties arisingon andin the vicinity of the campus whichfall withinthe courseand scopeof a police officer' s function.

The officershall be engagedin a widevariety of activitiesdeterminedto meet the collectivegoals of the Rialto Unified SchoolDistrictand the San Bernardino PoliceDepartment, as well as the generalcommunity, that being, to providea safe and healthy educational environment. Such duties/ activitiesshall includebut shall not be limited to assisting administratorsand school staff members with discipline/ criminal matters, conflict resolution, gang issues, attendance truancy) issues, safety procedures, trespassers, parent
complaintsand/ or inquiries.V. The City of San Bernardinoshall defend, indemnify, and hold harmless, the Rialto Unified School District, their respectiveagencies, officers, employees, and agentsfromand againstany and all liability, loss, expense, attorney' s fees, or claims for inquiriesor damagesarisingout of the performanceof this agreement, but only in proportion to, and to the extentsuch liability, loss, expense, attorney's fees, or claimsfor injuries or damagesare causedby or are the resultof the negligentor intentionalacts or omissions of

Packet Page. 437

2000-
301 Page
2 VI. The Rialto Unified School Districtshall defend, indemnify, and hold harmless, the Cityof San Bernardino, its officers, employees, and agents from and againstany and all liability, loss, expense, attorney's fees, or claims for injuries or damagearisingout of the performanceof this agreement, but only in proportionto, and to the extent such liability, loss, expense,attorney's fees, or claimsfor injuries, or damagesare caused by or are the result of the negligenceor intentional actsor omissionsof the Rialto Unified
SchoolDistrict. VII. This agreementshall remain in full forceandeffect for a periodof three ( 3) schoolyears ( as per paragraphII) commensuratewiththe balance of the matchingfundingto be paid by the Rialto
Unified
School District. VIII. Eitherparty to this MOUmay terminatethe agreementat any time and for any reason providedwrittennotice of such intentto terminateis submittednot less than thirty (30) daysprior to the effective
date
of termination.IX. All notices as referencedherein, or as maybe given by eitherparty to the other shallbe made in writingand shall be deemed effectivewhendeposited in the United Statesmail, certified with postage prepaidand addressed as hereinprovided.

NOTICETO SBPD:City of San
BernardinoPolice DepartmentA TTN:

Chief of Police710
North "D" StreetSan
Bernardino, CA 92401 NOTICETO
RIAL TO USD: Rialto
UnifiedSchool District A
TTN: DistrictSuperintendent
182 East Walnut

Packet Page. 438

2000-
301 Page
3 X. The SRO positionwill be funded 50% from the Cityof San Bernardinoand 50% from the Rialto Unified School Districtand shall includethe employee's salary and benefit cost. Any overtimeexpendituresthat are directlyrelated to Rialto High Schoolactivities will be calculatedat 1. 5 of the officershourlysalaryand will be sharedequallyby both agencies.Thecost of theSROP- 1 position shallincludethe salarycalculatedat the liE" step, including benefits. Currently, the monthlyrate as reflectedat thatstep is $ 6, 346. 00, which includes35. 415% for the employee's benefit package. Oncea year, thereis a $ 600. 00 uniformallowancethat needs to be factoredin. Theserates are subject to increase annually. The parties agreethat any increasein the salaryand benefitswill be includedin the ratesas soonas the increase
is
put into effect.XI. The rate of payand benefitsreferencedin paragraphX hereinis subject to an annual increaseand the parties agreethat said increaseswill be borne equally by the RialtoUnifiedSchoolDistrictand the
City
of San Bernardino.XII. No amendmentto this agreementshallbe made exceptby written agreement dulysignedand authorizedby the parties. Nothing, however, shallprecludethe executionof
this agreementin counterparts. AGREEDTO THIS 4111
DAY OF October 2000. FOR THE CITY OF SAN BERNARDINO

FOR THE

RIALTOUNIFIEDSCHOOL

DISTRICT
CZ- e .-
e~ 4 ALLESan
Bernardino A'~ 2?
l/ Jui,
1RENE M. NEWTODistrict

Packet Page. 439

RESOLUTION 97-
326 2 RESOLUTIONOF THE CITY OF SAN BERNARDINO AUTHORIZING

THE EXECUTIONOF A MEMORANDUMOF UNDERSTANDINGWITH THE CITY OF 3 RIALTO POLICE DEPARTMENT, THE RIALTO UNIFIED SCHOOL DISTRICT

AND THE CITY OF SAN BERNARDINO POLICE
DEPARTMENT.
4 BE IT RESOLVEDBY THE MAYOR AND COMMON COUNCILOF THE
CITY 5 OF SAN BERNARDINOAS
FOLLOWS: 6 SECTION 1. The Chief of Police of the City of San 7 Bernardinois hereby authorizedand directedto execute, on 8 behalf of said City, a Memorandumof Understanding between the 9 City of Rialto Police Department, the Rialto Unified School 10 District and the City of San Bernardino Police Department. 11 A copy of said Memorandumof Understandingis attached 12 hereto marked Exhibit " A" and incorporated hereinby this 13 referenceas fully as though set forth at
length. 14 SECTION 2, This agreement shall not take affect until 15 fully signed and executedby all parties. The City shall not be 16 obligated hereunder unless and until the agreementis fully 17 executedand no oral agreement relating thereto shall be implied 18 or
authorized. 19 SECTION 3. The authorizationto execute the above 20 referenced agreementis rescindedif the partiesto the agreement 21 fail to executeit within sixty ( 60) days of the passageof this 22
resolution. 23 / / /24 / / /25 / / /
26 / / / 27 / / /2812-
15159- 305

Packet Page. 440

97 ; 326

RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE

EXECUTION OF A MEMORANDUM OF UNDERSTANDING WITH THE CITY OF 2 RIALTO POLICE DEPARTMENT, THE RIALTO UNIFIED SCHOOL DISTRICT AND THE CITY OF SAN BERNARDINO POLICE DEPARTMENT.
12-
15159-
305
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
27 28 I HEREBY CERTIFYthat the foregoing resolution
was duly adopted by the Mayor and CommonCouncil of the City of San Bernardinoat a joint regular meeting thereof, held on the 20th day of October1997 by the following
vote,
to wit: COUNCIL MEMBERS: AYES

NAYS ABSTAIN
NEGRETE x
CURLIN
x
ARIAS x
OBERHELMAN x
DEVLIN x
ANDERSON x
MILLER
x
ABSENTJc
City Clerk The foregoingresolution is hereby
approvedthis ~~ day
of October
1997.
t~ City of San
Bernardino Approvedas to form and legal
content: JAMESF.

PENMAN,
CitYl1ttorneyBy: Ilt./YY'
l.
o7
o J

Packet Page. 441

97-
326 MEMORANDUMOF

UNDERSTANDINGTHE CITY OF RIALTO POLICE

DEPARTMENT

AND THE RIALTO UNIFIED SCHOOL

DISTRICT

AND THE SAN BERNARDINOPOLICE
DEPARTMENT1.

PURPOSEThe San BernardinoPolice Departmentshall enter into an agreementwith the City of Rialto Police Departmentand the Rialto Unified School District. The San BernardinoPolice Departmentshall staff the positionof School ResourceOfficerwitha P- l, policeofficer, at the campus of Rialto High Schoolon a full- time basis, the campusbeinglocatedin the City of San Bernardino. Thefunding will be derived from a federalgrantreceived by the RialtoPoliceDepartment, and will havea duration of three years. Thejointventureis in thebest interestof boththe City of San Bernardinoand the Rialto Police Department, the Rialto UnifiedSchool District, and most importantly, the studentsof Rialto High SchooLThe purpose of this Memorandumof Understandingis to clearly definethe scopeand duration of the partnershipas it pertainsto the staffing of a SchoolResourceOfficerat Rialto High
SchooL2. PROCEDURE The San BernardinoPolice Departmentwill providea full-timepoliceofficer position(p- l) at Rialto High School as a School ResourceOfficer. This officershall, at all times be subject to the directivesand supervisionof the SBPD, and shall be responsiblefor workingwith students, faculty, administration, andparents, in the furtheranceof good youth/ community/policeunderstanding. The officer shall be responsiblefor all law enforcementduties arising on the campus whichfall within the scope and course of a police officer's function.

The officershall be engagedin a wide varietyof activitiesdeterminedto meet the collectivegoal of the RialtoUnifiedSchoolDistrict, the Rialto Police Department, and the San BernardinoPolice Department, as well as the gene_ral community, that being
to provide a safe
and healthyeducationalenVIronment.3. MUTUAL INDEMNIFICATIONCLAUSEA. The SBPDshalldefend, indemnify, and hold harmlessthe City of Rialto Police Department,
The Rialto UnifiedSchool District, their respectiveagencies,officers, employees, and agents from and againstany and all liability, loss, expense, attorney's fees, or claims for injuriesor damagesarisingout of the performanceof this agreement, but

Packet Page. 442

97-
326 such liability, loss, expense, attorney's fees, or claims for injuries or damagesarecausedby or are the resultof the negligent or intentionalacts or omissionsof the SBPD, its officers, agents
or employees.B. TheCity of Rialto PoliceDepartmentand the Rialto Unified SchoolDistrict shall defend, indemnify, and hold harmlessthe SBPD, its officers, employees,and agentsfrom and againstanyand all liability, loss, expense, attorney's fees, or claim for injuries or damagearisingout of the performance of this agreement, but only in proportionto, and to the extent of, such liability, loss, expense, attorney's fees, or claims for injuries or damagesare causedby or are the result of the negligentor intentionalacts or omissions of the RialtoPolice Departmentandlor the
Rialto Unified SchoolDistrict.

4. DURATIONOF AGREEMENTThisMOU shall be in effectfor a period of three( 3) years commensuratewith the provisionsof the federalgrantto the City of Rialto Police Department, with the balanceof the fundingto be paid by the Rialto Unified
School District. 5. TERMINATIONEither party to this MOU may terminatethis agreementat any time and for anyreason. WrittenNoticeof Terminationshall be providednot less than ten days prior to the effectivedate of terminationand shall comply with the provisionsof
immediatelysucceeding
paragraph6. 6. NOTICESAll noticesas requiredto be given by this MOU, or as may be given by either party to the other, shall be made in writing and shallbe deemed to be effectivewhen depositedin the United States mail, certifiedwith postage prepaid and addressed as herein provided. Notice of Terminationshall require ten( 10) days advancenoticeas provided in the
immediatelyprecedingparagraph

5. Noticeto SBPQ: CITY OF

SAN BERNARDINOPOLICEDEPARTMENT
Attention: Chief of Police 710 North " D" Street,
San
Bernardino,
CA
92401

Packet Page. 443

9-
7- 326 Notice to
Rialto PD: CITY OF RIALTO
POLICE DEPARTMENTAttention: Chief
of Police 128 South Willow Street, Rialto,
CA 92376Notice to
Rialto USD: RIALTO UNIFIED
SCHOOL DISTRICT Attention: Superintendent
of Schools182 East Walnut, Rialto,
CA 92376 7.

ENTIRE AGREEMENTA. The positionwill be fundedthrougha grant awardedto the Rialto PoliceDepartment, and fundsfrom the Rialto Unified SchoolDistrict.

Such funding shall includedany local " matching funds" required. Thecost of the P- 1 position havebeencalculatedat the " E" step. Currently, themonthlyrate is $ 5, 811. 97, which includesthe 41. 204% for the employees benefitpackage. Thesefunds will be paid directlyto the City of San Bernardinoto be dispersed
through the Finance Department.B. Therate of pay is subjectto increaseannually, and the parties agreethatthese increaseswill be bornby the City of RialtoPolice Departmentand the
Rialto Unified
SchoolDistrict. 8. MODIFICATIONNo amendmentof this MOU shallbe made exceptby writtenagreement signed by duly authorized_
representativesof
each
party.

9. COUNTERPARTSIII III III This MOUmay
be

Packet Page. 444

97-
326

FOR CITY OF SAN BERNARDINO POLICE DEPARTMENT
DATED: October _, 1997 BY:

Lee Dean
ITS: Chief of Police

FOR THE CITY OF RIALTO POLICE DEPARTMENT
DATED: October _, 1997 BY: ~ 7~ d
Lowell Stark
ITS: Chief of Police
FOR RIAL TO UNIFIED SCHOOL ~ CT , DATED:

October _, 1997 BY: t::::- / ?t.

L
h.

J. 5kL IreneNewtonITS:

Superintendentof
Schools 4

Packet Page. 445

97-
326 FOR CITYOF SAN BERNARDINOPOLICE
DEPARTMENT DATED: ~==-, 1997 BY: C~ .$~ 12//
0/? 7
Lee Dean
ITS: Chief of Police

FOR THE CITY OF RIALTO POLICE DEPARTMENT
DATED: October _, 1997 BY:

Lowell Stark
ITS: Chief of Police

FOR RIALTO UNIFIED SCHOOL DISTRICT
DATED: October _, 1997 BY: Irene
Newton IT~
Superintendentof Schools4

Packet Page. 446

2 5
0 1

DISCUSSION
City of San Bernardino
Request for Council Action
Date: March 5, 2025
To: Honorable Mayor and City Council Members
From: Bill Gallardo, Interim City Manager;
Gabriel Elliott, Director of Community Development and Housing Department: Community Development & Housing
Subject: Exclusive Negotiating Agreement (ENA) with JHC Acquisitions LLC for the Development of Surplus Land Act Site 12 for Affordable Housing (Ward 6)
Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, adopt Resolution No. 2025-262:

1. Approving the Exclusive Negotiating Agreement (ENA) between the City of San Bernardino and JHC Acquisitions LLC, an affiliate of Jamboree Housing Corporation, a California non-profit public benefit corporation, for the development of approximately 3.5 acres of city-owned surplus land, known as site 12, for affordable housing; and

2. Authorizing the City Manager, Deputy City Manager, or designee to execute the ENA, along with any subsequent amendments, extensions, and other necessary documents to complete the transaction.

Executive Summary
This agreement establishes a two-year period to finalize terms for a Disposition and Development Agreement (DDA) covering property transfer, project design, financing, construction, and operation. The proposed project includes 101 housing units, with approximately 8 units designated for individuals experiencing homelessness or at risk of experiencing homelessness and the remainder for families earning at or below 60% of the Area Median Income (AMI). Amenities will include a community room and kitchen, computer lounge, basketball court, swimming pool, and tot lot. The City plans to donate the property and contribute HUD-Federal HOME Investment Partnerships Program (HOME) funding, with an appraisal underway to assess the site’s value.

Packet Page. 447

2 5
0 1
Background
The City owns the properties located at 5th Street and Meridian Avenue, collectively known as Site 12. The site has been designated for disposal under the Surplus Land Act, meaning it is considered excess property that the City does not need for public use and may be made available for development or other purposes. The site includes the following Assessor’s Parcel Numbers (APNs): 0142-522-08, 0142-522-09, 0142- 522-11, 0142-522-12, 0142-522-13, 0142-522-14, 0142-522-15, 0142-522-16, 0142- 522-17, 0142-522-25, 0142-522-35, 0142-522-36, 0142-522-37, 0142-522-38, 0142- 522-41 and 0142-522-42.

On November 16, 2022, the City Council of the City of San Bernardino adopted Resolution No. 2022-234, which declared the Property surplus, pursuant to Government Code Section 54220 and issued Notices of Availability (“NOA”) on February 27, 2024.

On July 10, 2024, the City selected Jamboree Housing Corporation, a California non- profit corporation, to partner with the City to develop approximately 3.5 acres of the Property for affordable housing (“Project”).

On or about October 18, 2024, the California Department of Housing and Community Development (HCD) issued a letter to the City determining that the City had met all the requirements under the Surplus Land Act (SLA) for the purposes of disposing of the Property.

Discussion
Founded in 1990 and headquartered in Irvine, CA, JHC Acquisitions LLC, an affiliate of Jamboree Housing Corporation, is an award-winning nonprofit development company specializing in creating and operating housing with supportive services for working families, children, seniors, and people with special needs. As a recognized Community Housing Development Organization (CHDO) at the State level and in various California cities, Jamboree has an established track record of delivering high- quality developments that enhance communities.

JHC completed the following affordable housing developments in 2024:

Community Name City County Completed Units Population Affordability The Foundation Chico Butte 2024 59 Families, Special
Needs
30-60%
AMI
Pelican Harbor Huntington
Beach Orange 2024 43 Seniors, Special Needs 30%-60%
AMI
WISEPlace Santa Ana Orange 2024 48 Special Needs 30% AMI Rancho Las Bolsas Temecula Riverside 2024 55 Families, Special Needs
30-60%
AMI
Crestview Mountain
View
Santa
Clara 2024 49 TAY, Special Needs 30% AMI
Pavilion San Jose Santa
Clara 2024 49 TAY, Special Needs 30% AMI

Packet Page. 448

2 5
0 1
Iluma Stanton Orange 2024 72 Special Needs 30% AMI
Aurora Vista Stanton Orange 2024 21 Veterans, Special
Needs 30% AMI
Clara Vista Stanton Orange 2024 60 Veterans, Special
Needs 30% AMI
Estrella Springs Santa Ana Orange 2024 91 Veterans, Special Needs 30% AMI
River Rock Sacramento Sacramento 2024 88 Families, Special Needs
30-60%
AMI
Their experience and expertise make them a valuable partner for the city in transforming blighted surplus city-owned properties located at 5th Street and Meridian Avenue, collectively known as Site 12, into a vibrant multifamily, affordable, and permanent supportive housing community. By partnering with JHC Acquisitions LLC, the city can effectively revitalize underutilized properties while expanding essential affordable housing opportunities to the community.

The purpose of the City and JHC Acquisitions LLC entering into the Exclusive Negotiating Agreement (ENA) is to establish a two-year period to negotiate the terms and conditions for developing a new multifamily, affordable, and permanent supportive housing community. These terms will be detailed in a future Disposition and Development Agreement (DDA). This includes discussion on the potential lease or acquisition of the property, financing, design, construction, operation, and maintenance of the proposed project.

The proposed project will consist of a 101-unit development that will be constructed in two phases. Phase 1 will consist of (2) one-bedroom units, (24) two-bedroom units, (25) three-bedroom units, and one unrestricted manager’s unit. Phase 2 will consist of (2) one-bedroom units, (24) two-bedroom units, (24) three-bedroom units, and one unrestricted manager’s unit. Approximately eight (8) units will be targeted for individuals experiencing homelessness or at risk of homelessness at or below 30% of the Area Median Income (AMI), complementing the city’s SB HOPE Campus Navigation Center development and other initiatives aimed at addressing homelessness. The remaining 91 units will serve large families with incomes at or below 60% AMI. Surface parking will be provided at a ratio of approximately 1.5 stalls per unit. Proposed community amenities include a community room and kitchen, computer lounge, basketball court, swimming pool, and tot lot. The project will be constructed in two phases under the same entitlement.

The following are the key terms of the ENA with JHC Acquisitions LLC:
•Agreement to Negotiate: The City and the Developer agree to engage in exclusive, good-faith negotiations during the Negotiating Period to finalize a mutually acceptable Disposition and Development Agreement (DDA).

Packet Page. 449

2 5
0 1
•Negotiating Period: The parties have a 730-day period (with a potential 120- day extension) to negotiate the Disposition and Development Agreement (DDA). The ENA terminates upon signing of the DDA or if no agreement is reached by the end of the period.
•Disposition and Development Agreement (DDA): The DDA is the final legal contract that will outline the specific terms of the development project, including property transfer, project design, development schedule, budgeting, operational procedures, maintenance, compliance with HOME Partnership Program, CEQA and NEPA, and other relevant details.
•HOME Investment Partnerships Program (HOME): The project must comply with HOME program rules and regulations, and the funds must be used for eligible activities such as acquisition, construction, and rehabilitation of affordable housing.
•Environmental Review: The project must comply with the California Environmental Quality Act (CEQA) and National Environmental Policy Act (NEPA) and undergo an environmental impact assessment to identify potential environmental impacts and implement mitigation measures to reduce or avoid significant impacts.
•Financing Proposal: The Developer must provide a detailed financial analysis, including development costs, operating expenses, and funding sources, to demonstrate the project's financial feasibility.
•Development Documents: The Developer must prepare detailed plans, drawings, and specifications for the project and obtain necessary permits and approvals from relevant agencies.
•Due Diligence: The Developer must conduct thorough investigations, including inspections, tests, and studies, to assess the Property's condition and suitability for development and to identify and mitigate potential risks and liabilities. •Community Engagement: The City and Developer must engage with the community through public meetings, surveys, or other methods to seek input and address community concerns.

Upon completion of negotiations, staff will return at a later date to present a Disposition and Development Agreement (DDA) for the City Council’s consideration and approval.

As part of the DDA, staff intends to recommend that the Mayor and City Council support the project by donating the Site 12 properties, comprising 16 individual parcels, to Jamboree for the development of affordable housing. Additionally, staff will also propose allocating HUD-Federal HOME Reinvestment Program (HOME) funding for the project and will present a HOME Funding Commitment Agreement for approval. An appraisal of the site's value is currently underway, and the findings will be included in the official recommendation presented to the Council for consideration. This initiative reflects the City’s commitment to addressing housing needs through sustainable partnerships and strategic investments.
2021-2025 Strategic Targets and Goals
Approving the ENA aligns with Key Strategic Target and Goal No. 3: Improved Quality of Life. Partnering with JHC Acquisitions LLC to develop affordable housing will reduce

Packet Page. 450

2 5
0 1
the number of blighted city-owned properties while providing essential affordable housing opportunities to the community.

Fiscal Impact
There is no impact to the General Fund and no additional funding is being requested with this item.

Conclusion
It is recommended that the Mayor and City Council of the City of San Bernardino, California, adopt Resolution No. 2025-262:

2. Authorizing the City Manager, Deputy City Manager, or designee to execute the ENA, along with any subsequent amendments, extensions, and other necessary documents to complete the transaction.

Attachments
Attachment 1 Resolution No. 2022-234: Resolution to declare 42 city-owned properties as surplus land
Attachment 2 Resolution No. 2025-262
Attachment 3 Resolution No. 2025-262; Exhibit A
Attachment 4 Resolution No. 2025-262; Exhibit B
Attachment 5 Powerpoint Presentation
Ward:

Sixth Ward
Synopsis of Previous Council Actions:

On November 16, 2022, the Mayor and City Council adopted Resolution #2022-234, which declared the Property surplus, pursuant to Government Code Section 54220

Packet Page. 451

Packet Page. 452

Packet Page. 453

Packet Page. 454

Packet Page. 455

Packet Page. 456

Packet Page. 457

Packet Page. 458

Packet Page. 459

Packet Page. 460

Packet Page. 461

Packet Page. 462

Packet Page. 463

Packet Page. 464

Packet Page. 465

Packet Page. 466

Packet Page. 467

Packet Page. 468

Packet Page. 469

Packet Page. 470

Packet Page. 471

Packet Page. 472

Packet Page. 473

Packet Page. 474

Packet Page. 475

Packet Page. 476

Packet Page. 477

Packet Page. 478

Packet Page. 479

Packet Page. 480

Packet Page. 481

Packet Page. 482

Packet Page. 483

Packet Page. 484

Packet Page. 485

Packet Page. 486

Packet Page. 487

Packet Page. 488

Packet Page. 489

Packet Page. 490

Packet Page. 491

Packet Page. 492

Packet Page. 493

Packet Page. 494

Packet Page. 495

Packet Page. 496

Packet Page. 497

Packet Page. 498

Packet Page. 499

Packet Page. 500

Packet Page. 501

Packet Page. 502

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

Resolution No. 2025-262
Resolution No. 2025-262
March 5, 2025

Page 1 of 3 ends

RESOLUTION NO. 2025-262

RESOLUTION OF THE MAYOR AND CITY COUNCIL OF

THE CITY OF SAN BERNARDINO APPROVING THE

EXCLUSIVE NEGOTIATION AGREEMENT BETWEEN

THE CITY AND JHC-ACQUISITIONS LLC
WHEREAS, the City of San Bernardino (“City”), acting in the capacity as the Successor Housing Agency to the former Redevelopment Agency of the City of San Bernardino, is the fee owner of that certain real property located at 5 th Street and Meridian Avenue, known as Site 12 for Surplus Land Act (the “Act”) disposal purposes, (APN: 0142- 522-08, 0142-522-09, 0142- 522-11, 0142-522-12, 0142-522-13, 0142-522-14, 0142-522- 15, 0142-522-16, 0142-522-17, 0142-522-25, 0142-522-35, 0142-522-36, 0142-522-37, 0142-522-38, 0142-522-41 and 0142- 522-42), in the City of San Bernardino and State of California more specifically described in Exhibit A ("Property"); and WHEREAS, on November 16, 2022, the City Council of the City of San Bernardino (“City Council”) adopted Resolution No. 2022-234, which declared the Property surplus, pursuant to Government Code Section 54220 of the Act and issued Notices of Availability (“NOA”) on February 27, 2024;
WHEREAS, on or about October 18, 2024, the California Department of Housing and Community Development (“HCD”) issued a letter to the City determining that the City had met all the requirements under the Act for the purposes of disposing the Property; and WHEREAS, City has selected JHC Acquisitions LLC (“Developer”), to partner with City to develop approximately 3.5 acres of the Property for affordable housing (“Project”); and WHEREAS, the City and Developer negotiated the terms of an Exclusive Negotiation Agreement (“ENA”) in order to, among other things, establish a specific period of time for the City and the Developer to negotiate regarding the potential sale of the Property from the City to the Developer and the potential development of an affordable housing project on the Property by the Developer; and
WHEREAS, the City desires to adopt the ENA to facilitate the development of the Property; and
WHEREAS, a copy of the ENA is attached to this resolution (“Resolution”) as Exhibit B; and
WHEREAS, the City has determined the approval of the ENA is exempt from the California Environmental Quality Act (“CEQA”), pursuant to State CEQA Guidelines Section 15061(b)(3), because it can be seen with certainty that there is no possibility that the City’s approval of the ENA may have a significant effect on the environment.

Packet Page. 515

Resolution No. 2025-262
Resolution No. 2025-262
March 5, 2025

Page 2 of 3 ends

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

SECTION 1. Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated into this Resolution by this reference.

SECTION 2. CEQA Compliance. The Mayor and City Council hereby finds and determines that it can be seen with certainty that there is no possibility that the adoption of this Resolution and the ENA may have a significant effect on the environment. Thus, the adoption of this Resolution is exempt from the requirements of CEQA pursuant to Section 15061(b)(3) of the State CEQA Guidelines. The City Council hereby authorizes and directs the City to file a Notice of Exemption with the Riverside County Recorder’s Office on the Authority’s behalf within five (5) days from the adoption of this Resolution.

SECTION 3. Approval of ENA. The Mayor and City Council do hereby authorize the City Manager, Deputy City Manager, or designee to execute the ENA, attached hereto as Exhibit B and incorporated herein by this reference, along with any subsequent amendments, extensions, and other necessary documents to complete the transaction. The Mayor and City Council hereby acknowledge that the ENA shall establish the terms by which the City and the Developer will negotiate the transfer of the Property to the Developer.

SECTION 4. 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 5. Effective Date. This Resolution shall become effective upon its adoption.

APPROVED AND ADOPTED by the City Council and signed by the Mayor and attested by the City Clerk this 5th day of March 2025.

Helen Tran, Mayor
City of San Bernardino
ATTEST:

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

Sonia Carvalho, City Attorney

Packet Page. 516

Resolution No. 2025-262
March 5, 2025

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. 2025-262, adopted at a regular meeting held on the 5 th day of March 2025 by the following vote:

Council Members: AYES NAYS ABSTAIN ABSENT

SANCHEZ
IBARRA

FIGUEROA

SHORETT
KNAUS
FLORES
ORTIZ
WITNESS my hand and official seal of the City of San Bernardino this day of 2025.

Genoveva Rocha, CMC, City Clerk

Packet Page. 517

55600.00203\43163654.1

Resolution No. 2025-XXXX

Exhibit A

Property Legal Description

Real property located in the City of San Bernardino, County of San Bernardino, State of California, described as follows:

APN: 0142-522-08:

Parcel 1:

Lot 10 of Tract No. 7050, in the City of San Bernardino, County of San Bernardino, State of California, as per Map recorded in Book 90 Page(s) 44 of Maps, in the Office of the County Recorder of said County.

Together with that portion of the south 1/2 of 5th Street adjoining said land, as vacated by Resolution of the City Council of the City of San Bernardino, a Certified Copy of which would pass by normal operation of law.

Parcel 2:

An easement for ingress and egress and rights incidental thereto over that portion of said land described in that certain Resolution No. 87-56 of the City Council of the City of San Bernardino, County of San Bernardino, State of California, a Certified copy thereof recorded April 3, 1987 as Instrument No. 87-110057 of Official Records of said County.

Except therefrom any portion lying within Parcel 1 above.

Parcel 3:

An easement for ingress, egress and rights incidental thereto over that portion of said land described in that certain Resolution No. 87-56 of the City Council of the City of San Bernardino, State of California, a certified copy thereof recorded April 3, 1987 as Instrument No. 87-110057 of Official Records of said County lying within Lot 1 of Tract 7050.

APN: 0142-522-09:

Lot 9 of Tract no. 7050 in the City of San Bernardino, County of San Bernardino, State of California, as shown by map on file in Book 90, Page(s) 44 of Maps, in the Office of the County Recorder of said County.

Together with that portion of the South 1/2 of 5th Street adjoining said land, as vacated by Resolution of the City Council of the City of San Bernardino. A Certified Copy of which
recorded April 3, 1987 as instrument No. 87-110057 of Official Records, which would pass by normal operation of law.

APN: 0142-522-11:

Packet Page. 518

55600.00203\43163654.1

Resolution No. 2025-XXXX

Parcel 1:

Lot(s) 7 of Tract No. 7050, in the City of San Bernardino, County of San Bernardino, State of California, as per Map recorded in Book 90 Page(s) 44 of Maps, in the Office of the County of said County.

Together with that portion of the south 1/2 of 5th Street adjoining said land, as vacated by Resolution of the City Council of the City of San Bernardino, a Certified Copy of which
recorded April 3, 1987 as Instrument No. 87-110057, Official Records, which would pass by normal operation of law.

Parcel 2:

An easement for ingress and egress and rights incidental thereto over that portion of said land described in the certain Resolution No. 87-56 of the City Council of the City of San Bernardino, County of San Bernardino, State of California, a Certified copy thereof
recorded April 3,1987 as Instrument No. 87-110057 of the Official Records of said County, except therefrom any portion lying within Parcel 1 above.

APN: 0142-522-12:

Parcel 1:

Lot 6 of tract No. 7050, in the City of San Bernardino, County of San Bernardino, State of California, as per Map recorded in Book 90 Page(s) 44 of maps, in the Office of the County Recorder of said County.

Together with that portion of the south 1/2 of the 5th Street adjoining said land, as vacated by Resolution of the City Council of the City of San Bernardino, a Certified Copy of which
recorded April 3, 1987 as Instrument No. 87-110057, Official Records, which would pass by normal operation of law.

Parcel 2:

An easement for ingress and egress and rights incidental thereto over that portion of said land described in that certain Resolution No. 87-56 of the City Council of the City of San Bernardino, County of San Bernardino, State of California, a Certified copy thereof
recorded April 3, 1987 as Instrument No. 87-110057 of the Official Records of said County. Except therefrom any portion lying within Parcel 1 above.

Reserving therefrom, for the benefit of the Grantor an easement for ingress and egress and rights incidental thereto over that portion of said land described in that certain

Packet Page. 519

55600.00203\43163654.1

Resolution No. 2025-XXXX

Resolution
No. 87-56 of the City Council of the City of San Bernardino, State of California, a certified copy thereof recorded April 3, 1987 as Instrument No. 87-110057 of Official records of said County.

APN: 0142-522-13:

Parcel 1:

Lot 5 of Tract No. 7050, in the City of San Bernardino, County of San Bernardino, State of California, as per Map recorded in Book 90, Page 44 of Maps, in the Office of the County Recorder of said County, together with that portion of the North 1/2 of 5th Street adjoining said land, as vacated by Resolution of the City Council of the City of San Bernardino, a Certified Copy of which recorded April 3,1987 as Instrument No. 87- 110057, Official
Records, which would pass by normal operation of
law. Parcel 2:

An easement for ingress and egress and rights incidental thereto over that portion of said land described in that certain Resolution No. 87-56 of the City Council of the City of San Bernardino, County of San Bernardino, State of California, a Certified copy thereof
recorded April 3, 1987 as Instrument No. 87-110057 of Official Records of said County, except therefrom any portion lying within Parcel 1 above.

APN: 0142-522-14:

Parcel 1:

Lot(s) 4 of Tract No. 7050, in the City of San Bernardino, County of San Bernardino, State of California, as per Map recorded in Book 90, page(s) 44 of Maps, in the Office of the County Recorder of said County, together with that portion of the North 1/2 of 5th Street adjoining said land, as vacated by Resolution of the City Council of the City of San Bernardino, a Certified Copy of which recorded April 3, 1987 as Instrument No. 87- 110057, Official
Records, which would pass by normal operation of
law. Parcel 2:

An easement for ingress and egress and rights incidental thereto over that portion of said land described in that certain Resolution No. 87-56 of the City Council of the City of San Bernardino, County of San Bernardino, State of California, a Certified Copy thereof
recorded April 3, 1987 as Instrument No. 87-110057 of Official Records of said County.

Packet Page. 520

55600.00203\43163654.1

Resolution No. 2025-XXXX

Except therefrom any portion lying within Parel 1 above.

APN: 0142-522-15:

Parcel 1:

Lot(s) 3 of Tract no. 7050, in the City of San Bernardino, County of San Bernardino, State of California, as per Map recorded In Book 90, Page(s) 44 of Maps, in the Office of the County Recorder of said County.

Together with that portion of the North 1/2 of 5th Street adjoining said land, as vacated by Resolution of the City Council of the City of San Bernardino, a Certified copy of which
recorded April 3, 1987 as Instrument no. 87-110057, Official Records, which would pass by normal operation of law.

Parcel 2:

An easement for ingress and egress and rights incidental thereto, over that portion of said land described in that certain Resolution No. 87-56 of the City Council of the City of San Bernardino, County of San Bernardino, State of California, a Certified copy thereof
recorded April 3, 1987 as Instrument No. 87-110057 of Official Records of said County. Except therefrom, any portion lying within Parcel 1 above.

APN: 0142-522-16:

Parcel 1:

Lot(s) 2 of Tract no. 7050, in the City of San Bernardino, County of San Bernardino, State of California, as per Map recorded In Book 90, Page(s) 44 of Maps, in the Office of the County Recorder of said County.

Parcel 2:

Packet Page. 521

55600.00203\43163654.1

Resolution No. 2025-XXXX

recorded April 3, 1987 as Instrument No. 87-110057 of Official Records of said County. Except therefrom, any portion lying within Parcel 1 above.

APN: 0142-522-17:

Parcel 1:

Lot 1 of Tract no. 7050, in the City of San Bernardino, County of San Bernardino, State of California, as per Map recorded in Book 90, Page(s) 44 of Maps, in the Office of the County Recorder of said County.

Parcel 2:

An easement for ingress and egress and rights incidental thereto over that portion of said land described in that certain Resolution No. 87-56 of the City Council of the City of San Bernardino, County of San Bernardino, State of California, a Certified copy thereof
recorded April 3, 1987 as Instrument No. 87-110057 of Official Records of said County. Except therefrom, any portion lying within Parcel 1 above.

APN: 0142-522-25:

Parcel 1:

That portion of the East 5 acres of the Southwest 1/4 of Government Lot 7 of Section 6, Township 1 South, Range 4 West, San Bernardino Base and Meridian, in the City of San Bernardino, County of San Bernardino, State of California, according to the Official Map of said land, described as follows:

Beginning at a point on the North line of said Southwest 1/4 of Government Lot 7, said point being distant North 89’49’15” East 100.00 feet from the Northeast corner of Lot 5 of Tract No. 7050, as per map recorded in Book 90, Page 44 of Maps, records of said County;
Thence North 89’49’15” East 50.00 feet;
Thence South 0’ 04’ 38” East 148.00 feet;
Thence South 89’ 49’ 15” West 50.00 feet;

Packet Page. 522

55600.00203\43163654.1

Resolution No. 2025-XXXX

Thence North 0’ 03’ 38” West 148.00 feet to the point of beginning.

Together with that portion of the North ½ of 5th Street adjoining said land on the South, as vacated by Resolution of the City Council of the City of San Bernardino, a certified copy of which recorded April 3, 1987 as Instrument no. 87-110057, Official Records, which would pass by normal operation of law.

Parcel 2:

An easement for ingress and egress and rights incidental thereto over that portion of said land described in that certain Resolution No. 87-56 of the City Council of the City of San Bernardino, County of San Bernardino, State of California, a Certified copy thereof
recorded April 3, 1987 as Instrument No. 87-110057 of Official Records of said County except therefrom any portion lying within Parcel 1 above.

APN: 0142-522-35:

Parcel 1 of Parcel Map No. 3525, in the City of San Bernardino, County of San Bernardino, State of California, as per map recorded in Book 32, Page 19 of Parcel Maps, in the Office of the County Recorder of said County.

Together with that portion of the South 1/2 of 5th Street adjoining said land on the North, as vacated by Resolution of the City Council of the City of San Bernardino, a Certified Copy of which recorded April 3, 1987 as Instrument No. 87-110057, Official Records, which would pass by normal operation of law.

Excepting therefrom all oil, gas, minerals and other hydrocarbons below a depth of 500 feet, without the rights of surface entry, as reserved in the deed from Glendale Federal
Savings and Loan Association, as United States Corporation, recorded December 10,1981 as Instrument No. 81-269245, Official Records.

Parcel 2:

An easement for ingress and egress and rights incidental thereto over that portion of said land described in that certain Resolution No. 87-56 of the City Council of the City of San Bernardino, County of San Bernardino, State of California, a Certified copy thereof
recorded April 3, 1987 as Instrument No. 87-110057 of Official Records of said County. Except therefrom, any portion lying within Parcel 1 above.

APN: 0142-522-36:

Packet Page. 523

55600.00203\43163654.1

Resolution No. 2025-XXXX

Parcel 1:

Parcel 2 of Parcel Map No. 3525, in the City of San Bernardino, County of San Bernardino, State of California, as per Map recorded in Book 32 Page(s) 19 of Parcel Maps, in the Office of the County Recorder of said County.

Together with that portion of the South 1/2 of 5th Street adjoining said land to the North, as vacated by Resolution of the City Council of the City of San Bernardino, a Certified Copy of which recorded April 3, 1987, as Instrument No. 87-110057, Official Records, which would pass by normal operation of law.

Except therefrom all oil, gas, minerals, and other hydrocarbon substances lying below the surface of said land, but with no right of surface entry, as provided in Deeds of Record.

Parcel 2:

An easement for ingress and egress and rights incidental thereto over that portion of said land described in that certain Resolution No. 87-56 of the City Council of the City of San Bernardino, County of San Bernardino, State of California, a Certified copy thereof
recorded April 3, 1987 as Instrument No. 87-110057 of the Official Records of said County.

Except therefrom any portion lying within Parcel 1 above reserving therefrom, for the benefit of the Grantor an easement for ingress and egress and rights incidental thereto over that portion of said land described in that certain Resolution No. 87-56 of the City Council of the City of San Bernardino, State of California, a certified copy thereof recorded April 3, 1987 as Instrument No. 87-110057 of official records of said County.

APN: 0142-522-37:

Parcel 3, inclusive of Parcel Map No. 3525, in the City of San Bernardino, County of San Bernardino, State of California, as per plat recorded in Book 32 of Parcel Maps, Page(s) 19, records of said County, together with the South 1/2 of the 5th Street adjoining said land on the North, as vacated by Resolution of the City Council of the City of San Bernardino, a Certified Copy of which recorded April 3, 1987 as Instrument No. 87- 110057, Official
Records.

APN: 0142-522-38:

Parcel 1:

Packet Page. 524

55600.00203\43163654.1

Resolution No. 2025-XXXX

Parcel 4 of Parcel Map No. 3525, in the City of San Bernardino, County of San Bernardino, State of California, as per Map recorded in Book 32 Page(s) 19 of Maps, in the Office of the County Recorder of said County.

Together with that portion of the South 1/2 of 5th Street adjoining said land, as vacated by Resolution of the City Council of the City of San Bernardino, a Certified Copy of which
recorded April 3, 1987 as Instrument No. 87-110057, Official Records, which would pass by normal operation of law.

Parcel 2:

An easement for ingress and egress and rights incidental thereto over that portion of said land described in that certain Resolution No. 87-56 of the City Council of the City of San Bernardino, County of San Bernardino, State of California, a Certified copy thereof
recorded April 3, 1987 as Instrument No. 87-110057 of the Official Records of said County. Except therefrom any portion lying within Parcel 1 above.

APN: 0142-522-41:

PARCEL 1:

THAT PORTION OF THE EAST 5 ACRES OF THE SOUTHWEST 1/4 OF GOVERNMENT LOT 7 OF SECTION 6, TOWNSHIP 1 SOUTH, RANGE 4 WEST,

SAN BERNARDINO BASE AND MERIDIAN, IN THE CITY OF SAN

BERNARDINO, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA,

ACCORDING TO THE OFFICIAL MAP OF SAID LAND, DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHEAST CORNER OF LOT 5 OF TRACT NO. 7050, AS PER MAP RECORDED IN THE BOOK 90 OF MAPS, PAGE 44, OF RECORDS OF SAID COUNTY; THENCE SOUTH 0 DEGREES 03’ 38” EAST ALONG THE EAST LINE OF SAID LOT 5, 148.00 FEET TO THE SOUTHEAST CORNER THEREOF; THENCE NORTH 89 DEGREES 49’ 5” EAST, 50.00
FEET; THENCE NORTH 0 DEGREES 03’ 38” WEST, 148.00 FEET; THENCE SOUTH 89 DEGREES 49’ 15” WEST, 50.00 FEET TO THE POINT OF BEGINNING.

TOGETHER WITH THE NORTH 1/2 OF 5TH STREET ADJOINING SAID

LAND ON THE SOUTH, AS VACATED BY RESOLUTION OF THE CITY

COUNCIL OF THE CITY OF SAN BERNARDINO,A CERTIFIED COPY OF

Packet Page. 525

55600.00203\43163654.1

Resolution No. 2025-XXXX

WHICH RECORDED APRIL 3,1987 AS INSTRUMENT NO. 87-110057, OFFICIAL RECORDS, WHICH WOULD PASS BY OPERATION OF LAW.

APN: 0142-522-42:

THAT PORTION OF THE EAST 5 ACRES OF THE SOUTHWEST 1/4 OF GOVERNMENT LOT 7 OF SECTION 6, TOWNSHIP 1 SOUTH, RANGE 4 WEST,

SAN BERNARDINO BASE AND MERIDIAN, IN THE CITY OF SAN

BERNARDINO, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA,

ACCORDING TO THE OFFICIAL MAP OF SAID LAND DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE NORTH LINE OF SAID SOUTHWEST 1/4 OF GOVERNMENT LOT 7, SAID POINT BEING DISTANT NORTH 89 DEGREES 49’ 15” EAST 50.00 FEET FROM THE NORTHEAST CORNER OF LOT 5, TRACT NO. 7050, AS PER MAP RECORDED IN BOOK 90, OF MAPS, PAGE 44, RECORDS OF SAID COUNTY; THENCE NORTH 89 DEGREES 49’ 15”
EAST, 50.00 FEET; THENCE SOUTH 0 DEGREES 03’ 38” EAST, 148.00 FEET;

THENCE SOUTH
89 DEGREES 49’ 15” WEST, 50.00 FEET; THENCE NORTH 0 DEGREES 03’ 38” WEST, 148.00 FEET TO THE POINT OF THE BEGINNING.

TOGETHER WITH THE NORTH 1/2 OF 5TH STREET ADJOINING SAID LAND

ON THE SOUTH, AS VACATED BY RESOLUTION OF THE CITY COUNCIL OF

THE CITY OF SAN BERNARDINO, A CERTIFIED COPY OF WHICH
RECORDED APRIL 3, 1987 AS INSTRUMENT NO. 87-110057,
OFFICIAL RECORDS, THAT WOULD PASS BY OPERATION OF LAW.

Packet Page. 526

55600.00203\43163654.1

Resolution No. 2025-XXXX

Exhibit B

ENA

[Attached]

Packet Page. 527

EXCLUSIVE NEGOTIATING AGREEMENT

BY AND BETWEEN

THE CITY OF SAN BERNARDINO
AND

JHC-ACQUISITIONS LLC
THIS EXCLUSIVE NEGOTIATING AGREEMENT ("Agreement") is dated as of February 18th, 2025 for reference purposes only, and is entered into by and between the CITY OF SAN BERNARDINO, a California municipal corporation ("City") and JHC ACQUISITIONS LLC, a California limited liability company ("Developer"). City and Developer are sometimes referred in this Agreement individually, as a "Party" and, collectively, as the "Parties." This Agreement is entered into by the Parties with reference to the following recited facts (each, a "Recital"):

RECITALS
A. City, acting in the capacity as the Successor Housing Agency to the former Redevelopment Agency of the City of San Bernardino, is the fee owner of that certain real property located at 5th Street and Meridian Avenue, known as Site 12 for Surplus Land Act (the "Act") disposal purposes, (APN: 0142-522-08, 0142-522-09, 0142-522-11, 0142- 522-12, 0142-522-13, 0142-522-14, 0142-522-15, 0142-522-16, 0142-522-17, 0142-522- 25, 0142-522-35, 0142-522-36, 0142-522-37, 0142-522-38, 0142-522-41 and 0142-522- 42), in the City of San Bernardino and State of California more specifically described in Exhibit A ("Property"); and

8. On November 16, 2022, the City Council of the City of San Bernardino adopted Resolution No. 2022-234, which declared the Property surplus, pursuant to Government Code Section 54220 of the Act and issued Notices of Availability ("NOA") on February 27, 2024; and
C. On or about October 18, 2024, the California Department of Housing and Community Development ("HCD") issued a letter to the City determining that the City had met all the requirements under the Act for the purposes of disposing the Property; and D. On July 10, 2024, City selected Jamboree Housing Corporation, the Manager of Developer, to partner with City to develop approximately 3.5 acres of the Property for affordable housing ("Project"); and
E. City and Developer wish to negotiate to reach agreement on the terms and conditions for the sale of the Property by City, the design, construction, and development of the Project, continued maintenance and security for the Property, as well as the operation of the Property to fulfill requirements of the Project and the intent to provide affordable housing. The negotiated agreement(s) would provide the terms and conditions 02/14/25
55600.00203\43125914.6
1 Packet Page. 528

for the design, financing, construction, operation, and maintenance of the proposed Project; and
F. The intent of both City and Developer in entering into this Agreement is to establish a specific, period of time to negotiate regarding a future agreement between them governing the potential acquisition of the Property and development of the Project on the Property, all subject to mutually agreeable terms, conditions, covenants, restrictions and agreements to be negotiated and documented in a future disposition and development agreement ("ODA");

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS

AND PROMISES SET FORTH HEREIN, DEVELOPER AND CITY HEREBY AGREE, AS FOLLOWS:

AGREEM ENT

1. Agreement to Negotiate in Good Faith. City and Developer agree that for the term of the "Negotiating Period" (as defined in Section 2 hereof) each Party shall diligently and in good faith attempt to negotiate the terms of the DOA for consideration by the San Bernardino City Council (the "City Council"). During the Negotiating Period, City agrees to negotiate exclusively with Developer, and not to negotiate with any other person or entity, with regard to the sale or other disposition of the Property.

1.1 Without limitation, among the issues to be addressed in the negotiations for the DOA are: (1) the transfer of the Property by the City to Developer; (2) the proposed design for the Project, architectural drawings detailing the Project, including, but not limited, to the design and type of required structures to be constructed; (3) the development schedule for the proposed Project; (4) a budget that sets forth the costs and fees to design, build, operate, and maintain the Project (including a sources and uses budget) ("Project Budget"); (5) the operational procedures for selecting tenants and managing the Project as affordable housing; (6) terms and conditions for the continued maintenance of the Property and operation of the Project; (7) a commitment by City to provide Developer with a loan of funds from the HOME Investment Partnerships Program (HOME) in the amount of Five Million Dollars ($5,000,000), and Developer's compliance with the HOME program; (8) terms and conditions for Developer seeking outside funding; (9) a regulatory agreement, or other similar agreement, that provides for a eligibility for occupancy based on income, affordability, and any other special need restrictions; (10) design or architectural requirements; (11) a schedule of performance; and (12) terms and conditions for regulatory compliance, including, but not limited to, the requisite environmental analysis under the California Environmental Quality Act ("CEQA").

2. Negotiating Period. The rights and duties of the Parties established by this Agreement shall commence on the date that the Parties each execute this Agreement (the "Effective Date"). The negotiating period (the "Negotiating Period") shall be for a period of seven hundred thirty (730) days, commencing on the Effective Date. The City Manager of City, or his or her designee, shall have the right, in his or her sole discretion, to extend the Negotiating Period for up to an additional one hundred twenty (120) days, 02/14/25
55600.00203\43125914.6
2 Packet Page. 529

resulting in a total potential Negotiating Period of up to eight hundred fifty (850) days.

Upon the expiration of the Negotiating Period, or upon the Parties' signing the DOA for the Property, this Agreement shall automatically terminate, without further written notice or action by either Party. Upon such automatic termination, the Parties acknowledge and agree that neither Party shall have any further rights or remedies as to the other, except as specifically set forth herein.

3. Developer Acknowledgments. The Developer hereby acknowledges and agrees that no provision of this Agreement shall be del3med to be an offer by the City (or an acceptance by the City of any offer or proposal from the Developer to convey any interest in the Property to the Developer. The Developer further agrees and understands that any sale of the Property is contingent upon final approval of such sale by the City Council of the City of San Bernardino, in its sole and absolute discretion, and that by entering into this Agreement the City cannot and does not guarantee such approval by the City Council of the City of San Bernardino. Any studies relating to the Property that may hereafter be undertaken by the Developer, in its sole discretion, shall be the sole responsibility of the Developer and shall not be deemed to be undertaken for the benefit of the City.

3.1 The qualifications of Developer are of particular interest to City.

Consequently, with the exception of an "Affiliate" (as defined below) or a limited partnership in which Developer or an Affiliate of Developer is the general partner, no person or entity, whether a voluntary or involuntary successor of Developer, shall acquire any rights or powers under this Agreement, nor shall Developer assign all or any part of this Agreement, without the pr_ior written approval of City. Any such approval by City may be granted, withheld or denied at City's sole and absolute discretion. Any other purported transfer, voluntarily or by operation of law, shall be absolutely null and void and shall confer no rights whatsoever upon any purported assignee or transferee. As used in this Agreement, the term "Affiliate" means any person or entity directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with Developer. The term "control" as used in the immediately preceding sentence, means, with respect to a person or entity that is a corporation, the right to the exercise, directly or indirectly, of more than fifty percent (50%) of the voting rights attributable to the shares of the controlled corporation, and, with respect to a person or entity that is not a corporation, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled person or entity.

3.2 The Developer shall promptly notify the City in writing of any proposed assignment of Developer's interest in the Agreement. Upon the occurrence of any material change in interest or control, whether voluntary or involuntary, in membership, ownership, management or control of the Developer (other than such changes occasioned by the death or incapacity of any individual) unless approved in writing, in advance, by the City Manager, the City may terminate this Agreement by serving written notice of such termination on the Developer referencing this Section. 02/14/25
55600.00203\43125914.6
3 Packet Page. 530

3.3 In carrying out its tasks and obligations under this Agreement, the Developer shall comply with all applicable federal, state, and local laws and regulations.

3.4 Developer agrees, notwithstanding anything to the contrary in this Agreement, the completion of the environmental review required under 24 CFR Part 58 and approval of the U.S. Department of Housing and Urban Development ("HUD") is a condition precedent to Closing. City agrees that Developer reserves the absolute right to terminate this Agreement in the event Purchaser receives notice that HUD disapproves of the environmental review or the environmental review demonstrates the Property is not suitable for Developer's purposes by sending written notice thereof to City, in which event neither party shall have any further rights, duties, or obligations hereunder, except as expressly provided in this Agreement.

4. REQUIRED ACTIONS AND NEGOTIATION TASKS. Within ninety (90) calendar days after the Effective Date, Developer shall, at its sole cost and expense, provide the City with a detailed financial analysis for the Project containing, among other matters, the development costs of the proposed Project, a detailed development budget, an operations budget, including but not limited to costs for maintenance, property management, and supportive services, and other costs that will be associated with the Project ("Financing Proposal"). The Financing Proposal shall be refined by the Parties during the Negotiating Period, as appropriate, and will be used to evaluate the financial feasibility of the proposed Project, to assist in the negotiation of terms, and assist with finalizing a Project Budget. The Financing Proposal shall also include the terms, scope, and limits to annual financing from City, as well as a schedule of financing for the proposed Project.

4.1 The DOA will provide that Developer will be solely responsible for all development (including site development ), continual maintenance of the site (following Developer's acquisition thereof), and operational costs of the proposed Project, except insofar as Developer receives funding from other sources as set forth in a Project Budget.

Developer acknowledges that the construction and future maintenance of the proposed Project may be subject to the State of California's prevailing wage requirements and/or federal prevailing wage requirements. The ODA will include a provision that establishes Developer is solely responsible for compliance with all local, state, and federal laws.

4.2 The negotiations for the ODA will address, among other items, the terms; the form, amount, and financing considerations for the proposed Project; the scope and schedule of development; the affordable housing regulatory agreement or covenant; maintenance and operation of the Property; the selection process for individuals referred to or eligible for occupancy of the units in the Project; the funding obligations from the HOME Funding, and any other sources of funding for the Project; and any other requirements for Developer and operation of the Project. The affordability restrictions set forth in the regulatory agreement by the City for use of the Property will be senior in priority to any construction and permanent financing or other monetary liens; provided, however, that the regulatory agreement will include language setting forth a process by which Developer may request certain rent and income limits to increase to specified levels in 02/14/25
55600.00203\43125914.6
4 Packet Page. 531

order to achieve a specified debt service coverage ratio in the event of a foreclosure, deed in lieu of foreclosure or similar event, or in the event that due to no fault of Developer any rental subsidy provided to the Project is reduced, terminated, or not renewed; provided, further, however, that no such increases may exceed the maximum levels allowable under applicable HOME regulations. Notwithstanding the foregoing, the City may agree to subordinate its regulatory agreement to other governmental regulatory agreements, in accordance with an intercreditor and/or subordination agreement to be mutually negotiated by the Parties.

4.3 The DOA will be subject to the City's insurance requirements (set forth below) and all other applicable and customary City policies. The DOA may require appropriate performance and payment bonds (consistent with industry standards involving public-private projects) with regard to the construction of the proposed Project or another form of assurance that is acceptable to the City.

4.4 The DOA such other provisions as the City and Developer determine to be necessary or appropriate to implement the proposed Project.

5. Development Documents. The DOA must include a scope of development, site plan, design and planning drawings, grading documents, utility connections, parking locations and other documents that identify the development of the Property for the purpose of operating the Project.

5.1 If this ENA is terminated for any reason other than a default by the City, Developer shall, at its sole cost and expense, provide the City, without any representation or warranty with true and correct copies of all final, reports, studies, analyses, and similar documents prepared or commissioned by Developer with respect to this Agreement and the proposed Project, excluding any confidential financial information prepared by Developer.

5.2 Within fifteen (15) days of the Effective Date, the City will, without any representation or warranty, provide Developer with all documents relating to the Property (including, but not limited to, environmental, property physical condition, geological studies, engineering and structural analyses, and geotechnical reports and soil tests and analyses) to the extent reasonably known to be in City's possession or control.

5.3 The City reserves the right, during the Term of this Agreement, to request reasonable additional information and data from Developer that it considers necessary for review and evaluation of the Property and the proposed Project, which Developer will provide in a timely manner provided that such information has been obtained by Developer pursuant to this Agreement or is otherwise in Developer's possession and control.

6. Due Diligence. During the Negotiating Period, Developer and its employees, contractors, agents, representatives, architects, engineers and consultants (collectively, the "Developer Entities"), at Developer's sole cost and expense, shall have S
02/14/25
55600.00203\43125914.6

Packet Page. 532

the right to enter and inspect the Property, make surveys and conduct such soils, engineering, hazardous or toxic material, pollution, seismic or other tests, studies and investigation as Developer may require (collectively, the "Inspections"), pursuant to the terms of this Section 6.

6.1 Developer shall conduct Inspections during regular business hours (Monday through Friday, 7:00 AM to 6:00 PM ) upon no less than twenty-four (24) hours' prior written notice to City. City may have a representative present at any Inspections of the Property.

6.2 In conducting its Inspections at the Property, Developer and the Developer Entities shall: (i) not damage any part of the Property (other than invasive testing conducted in accordance with Sections 6.3 and 6.4 below) or any personal property owned or held by any third party; (ii) promptly repair any damage to the Property resulting from the entry by Developer or the Developer Entities or from any such Inspections; provided that Developer shall not be obligated to repair conditions merely discovered by Developer or the Developer Entities in conducting their inspections (iii) comply with all applicable laws; and (iv) not permit any liens to attach to the Property by reason of the exercise of Developer's rights hereunder.

6.3 Notwithstanding anything to the contrary in this Section 6, Developer shall not undertake any invasive testing, including, without limitation, taking samples of any kind or type from the Property, without City's prior written approval, which approval shall not be unreasonably withheld or delayed.

6.4 Promptly upon the completion of each Inspection, Developer shall cause the portion of the Property subject to such Inspection to be restored to the condition existing immediately prior to such Inspection, to the extent reasonably practicable; provided that Developer shall not be obligated to repair conditions merely discovered by Developer or the Developer Entities in conducting their inspections or caused by the City or the City Personnel. If this ENA is terminated for any reason other than a default by the City, Developer shall provide City, at no additional charge and without representation or warranty of any kind, with copies of non-proprietary reports prepared by third parties for Developer in connection with the Inspections within ten (10) business days of the termination of the ENA.

6.5 Developer hereby indemnifies, defends, and holds harmless City and City's officers, officials, members, employees, agents, and representatives (collectively, the "City and City Personnel"), and the Property, free and harmless from and against any and all claims, damages, liabilities, demands, injury, actions, liens, stop notices, losses, costs and expenses (including without limitation reasonable attorneys' fees and court costs) arising from or as a result of conducting Inspections, except to the extent caused by an indemnified party's active negligence, recklessness or intentional misconduct or merely discovered by Developer or the Developer Entities in conducting their inspections. 02/14/25
55600.00203\43125914.6
6 Packet Page. 533

6.6 Developer's obligations under this Section 6 shall survive the expiration or termination of this Agreement.

7. Environmental Review. Developer will be responsible for compliance with the requirements of the CEQA pursuant to California Public Resources Code Sections 21000 et seq. and California Code of Regulations Sections 15000 et seq., in connection with the proposed use of the Property and the development of the proposed Project.

Nothing in this Agreement shall be construed to compel the City to approve or make any particular findings with respect to such CEQA documentation. Developer shall provide such information about the proposed Project as may be required to enable the City to consider any CEQA-required document and shall otherwise generally cooperate with the City to complete this task.

7.1 If the City, in its sole discretion, determines that the future approval of the ODA requires non-feasible mitigation measures, or fails to yield benefits that outweigh significant unavoidable impacts, or the City otherwise determines, in its sole discretion, that it is unable to make any finding required by CEQA as a prerequisite to approval of the ODA, the City may terminate this Agreement, without penalty. Upon such termination, neither Party shall have any further duties, obligations, rights, or liabilities under this Agreement, except for those rights and obligations that expressly survive termination of this Agreement.
7 .2 The Parties intend this Agreement to reflect the basic understanding between them, but agree that the ODA contemplated herein shall be subject to, and contingent on, the City's approval, in its sole discretion, of a final CEQA determination. This Agreement does not constitute a legally binding commitment to a specific project, to the proposed Project, to any transfer of the Property, or to the ODA.

8. Progress Reports. From time to time as reasonably requested by the City, the Developer agrees to make oral and written progress reports advising the City on all matters related to the proposed Project, including financial feasibility analyses, construction cost estimates, marketing studies, and similar due diligence matters

9. Community Engagement. The City and Developer shall confer and seek agreement on an appropriate strategy to obtain input from community members regarding the proposed Project.

10. Insurance. Without limiting Developer's indemnification obligations under this Agreement, Developer shall procure and maintain, at its sole cost and for the duration of this Agreement, insurance coverage as provided below, against all claims for injuries against persons or damages to property which may arise from or in connection with the performance of the work hereunder by Developer and/or the Developer Entities, including without limitation conducting Inspections. In the event that Developer subcontracts any portion of the work, the contract between Developer and such subcontractor shall require the subcontractor to maintain the same types (with the same endorsements) and amounts of insurance that Developer is required to maintain pursuant to this Section. ?
02/14/25
55600.00203\43125914.6

Packet Page. 534

10.1 Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 00 01 including completed operations and contractual liability, with limits of liability of not less than $1,000,000 per occurrence and $2,000,000 annual aggregate for liability arising out of Developer's performance of this Agreement, including without limitation conducting Inspections. Such insurance shall be endorsed to:
(1) Name the City and City Personnel as additional insureds for claims arising out of Developer's performance of this
Agreement, including without limitation Developer's conducting of the Inspections.
(2) Provide that the insurance is primary and non-contributing with any other valid and collectible insurance or self-insurance available to City.

10.2 Automobile Liability Insurance with a limit of liability of not less than $1,000,000 per each occurrence and $1,000,000 annual aggregate. Such insurance shall include coverage for all "owned," "hired" and "non-owned" vehicles, or coverage for "any auto." Such insurance shall be endorsed to:
(1) Name the City and City Personnel as additional insureds for claims arising out of Developer's performance of this
Agreement, including without limitation Developer's conducting of the Inspections.
(2) Provide that the insurance is primary and non-contributing with any other valid and collectible insurance or self-insurance available to City.

10.3 Workers' Compensation Insurance in accordance with the Labor Code of California and covering all employees of Developer providing any service in the performance of this Agreement; provided, however, that Developer shall not be required to obtain workers' compensation insurance because Developer does not have any employees, so long as Developer executes a Workers' Compensation Waiver in the substantially the form set forth in Exhibit "B" to this Agreement. Such insurance shall be endorsed to waive the insurer's right of subrogation against the City and City Personnel.

10.4 Evidence of Insurance: Developer shall provide City a Certificate(s) of Insurance evidencing such coverage, together with copies of the required policy endorsements, no later than five (5) business days prior to commencement of any inspections and prior to the expiration of any policy. Statements on an insurance certificate will not be accepted in lieu of the actual endorsements required.

Coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits, non-renewed, or materially changed for any reason, without thirty (30) days prior written 02/14/25
55600.00203\43125914.6
8 Packet Page. 535

notice thereof given by the insurer to City by U.S. mail, or by personal delivery, except for nonpayment of premiums, in which case ten (10) days prior notice shall be provided.

10.5 Acceptability of Insurers. Each policy shall be from a company with current A.M. Best's rating of A- VII or higher and authorized to do business in the State of California, or otherwise allowed to place insurance through surplus lines brokers under applicable provisions of the California Insurance Code or any federal law. Any other rating must be approved in writing by City.

11. No Predetermination of City Discretion. The Parties acknowledge and agree that nothing in this Agreement in any respect does or shall be construed to affect or prejudge the exercise of City's discretion concerning the consideration of the DOA.

The Parties do not intend for this Agreement to be a DOA or lease or conveyance, of the Property. The Parties acknowledge and agree that they have not agreed upon the essential terms of the subject matter of the transaction, and that such essential terms will be the subject matter of further negotiations. The Parties acknowledge and agree that any final agreement, if an agreement is reached, would be in the form of a DOA, and any such Agreement would not be effective until it has been considered and formally approved by the City Council and Developer, and thereafter has been executed by authorized representatives of each Party. Notwithstanding anything in this Agreement to the contrary, City does not intend this Agreement to commit to a definite course of action with respect to the Property, and City retains full discretion with respect to (i) the Property, (ii) the DOA, (iii) any determination under the California Environmental Quality Act of 1970, Public Resources Code Section 21000, et seq. ("CEQA") with respect to the consideration of a DOA and/or any proposed development of the Property.

12. Costs and Expenses. Each Party shall be responsible for its own costs and expenses in connection with any activities and negotiations in connection with the performance of its obligations under this Agreement.

13. Lead Negotiators. The City Manager, or his or her designee, shall be the lead negotiator for the City with respect to the subject matter of this Agreement. Tish Kelly, the Senior Vice President, Development, of Developer, or her designee, shall be the lead negotiator for Developer with respect to the subject matter of this Agreement.

14. Address for Notices. Any notices pursuant to this Agreement shall be in writing and delivered (i) in person, (ii) by reputable overnight delivery service that provides a receipt with the time and date of delivery, such as Federal Express, or (iii) by United States Mail, certified or registered, postage prepaid, return receipt requested, to the following addresses:

To City: City of San Bernardino
290 N D Street,
San Bernardino, CA 92401
Attn.: City Manager
9 02/14/25
55600.00203\43125914.6

Packet Page. 536

To Developer:

With a copy to:

JHC-Acquisitions LLC
c/o Jamboree Housing Corporation
17701 Cowan, Suite 200
Irvine, CA 92614
Attn: Tish Kelly
Rutan & Tucker, LLP
18575 Jamboree Road, 9th Floor
Irvine, CA 92612
Attn: Patrick McCalla
Any Party may designate a different address for itself by notice. Any notice, demand, or document so given, delivered, or made by United States mail, shall be deemed to have been given seventy-two (72) hours after the same is deposited in the United States mail as registered or certified mail, addressed to addresses above, with postage thereon fully prepaid. Any notice, demand, or document delivered by overnight delivery service shall be deemed complete upon actual delivery or attempted delivery, provided such attempted delivery is made on a business day. Any such notice, demand, or document not given by registered or certified mail or by overnight delivery service as aforesaid shall be deemed to be given, delivered, or made upon receipt of the same by the Party to whom the same is to be given or delivered.

15. Default. Failure by either Party to negotiate in good faith or to perform any of its obligations as provided in this Agreement shall constitute a default under this Agreement. The non-defaulting Party shall give written notice of a default to the defaulting Party, specifying the nature of the default and the action required to cure the default. If the default remains uncured thirty (30) days after the date of such notice or such longer period of time as is reasonably necessary to cure the default, provided that the defaulting party commences to cure the default within said thirty (30) day period and, thereafter, reasonably diligently prosecutes the cure to completion, the non-defaulting Party may exercise the remedies set forth in Section 16 of this Agreement.

16. Remedies for Breach of Agreement. In the event of an uncured default under this Agreement, the sole remedies of the non-defaulting Party shall be to (a) terminate this Agreement, (b) institute an action for specific performance of this Agreement, or (c) institute legal action to recover actual damages for the default (limited to actual, documented out-of-pocket costs incurred by the non-defaulting Party as a result of such default) . Following the termination of this Agreement, neither Party shall have any further rights, remedies, or obligations under this Agreement, except as specifically set forth herein. Neither Party shall have any liability to the other for monetary damages for failure to reach agreement on the DOA, and each Party hereby waives and releases any such rights or claims it may otherwise have at law or at equity. The Parties' rights and obligations under this Section 16 shall survive the expiration or termination of this Agreement.
l O
02/14/25
55600.00203\43125914.6

Packet Page. 537

17. Termination. This Agreement shall: (i) automatically terminate at the time(s) set forth in Section 2 above, and (ii) shall terminate upon a default and failure to cure the default as provided in Section 15 above ..

18. Entire Agreement. This Agreement constitutes the entire understanding and agreement of the Parties, integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the Parties or their predecessors in interest with respect to all or any part of the subject matter hereof.

19. Time of Essence. Time is of the essence of every portion of this Agreement in which time is a material part.

20. Agreement Does Not Constitute Development Approval. City reserves final discretion and approval as to any proposed development of the Property and any DOA and all proceedings and decisions in connection therewith. This Agreement shall not be construed as a grant of development rights or land use entitlements to construct the Project or any other development on the Property. All design, architectural, and building plans for any proposed development shall be subject to the review and approval of City and any other Federal, State or local entity with jurisdiction over the Property and/or proposed development. By its execution of this Agreement, City is not committing itself to or agreeing to undertake any disposition of the Property to Developer, or any other acts or activities requiring the subsequent independent exercise of discretion by City or any agency or department thereof.

21. Governing Law. This Agreement shall be construed in accordance with the laws of the State of California, and venue for any action initiated by a Party to interpret or enforce this Agreement shall lie exclusively in the state and federal courts in the County of San Bernardino.

22. Attorneys' Fees. Each Party shall be responsible for payment of its own attorneys' fees and expenses with respect to negotiation and preparation of this Agreement. In the event any action is brought to enforce or interpret any of the provisions of this Agreement, the prevailing Party in such action or proceeding, shall be entitled to have and recover its reasonable attorneys' fees and expenses.

23. Amendments. This Agreement may not be altered, amended, changed, waived, terminated or modified in any respect or particular unless the same shall be in writing and signed by the Parties.

24. Implementation of Agreement. City shall maintain authority to implement this Agreement through the City Manager (or his or her designee). The City Manager shall have the authority to make approvals, waive provisions and/or enter into certain amendments of or implementing agreements for this Agreement on behalf of City so long as such actions do not materially or substantially change the substantive business terms of this Agreement, or add to the costs incurred or to be incurred by City as specified 02/14/25
55600.00203\43125914.6
11 Packet Page. 538

herein. All other material and/or substantive approvals, waivers, or amendments shall require the consideration, action and written consent of the City Council.

25. Real Estate Commissions. Each of the Parties represents and warrants to the other Party that no real estate commission, broker's fees, or finder's fees which may accrue by means of the acquisition of the Property is due to any person, firm or entity.

City shall indemnify, protect, defend and hold harmless Developer from any loss, liability, damage, cost, claim or expense (including reasonable attorneys' fees) incurred by reason of any broker fee, commission or finder's fee that is payable or alleged to be payable to any broker or finder which results from any act or agreement of City. Developer shall indemnify, protect, defend and hold harmless City from any loss, liability, damage, cost, claim or expense (including reasonable attorneys' fees) incurred by reason of any broker fee, commission or finder's fee that is payable or alleged to be payable to any broker or finder which results from any act or agreement of Developer.

26. Conflict of Interest. No member, official or employee of City having any conflict of interest, direct or indirect, related to this Agreement shall participate in any decision relating to this Agreement. The Parties represent and warrant that they do not have knowledge of any such conflict of interest.

27. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but which when taken together shall constitute one and the same instrument. This Agreement may be executed by electronic transmission (in pdf form) or by electronic signature (such as DocuSign.) . [End of Agreement- Signature page follows]
02/14/25
55600.00203\43125914.6
12 Packet Page. 539

NOW THEREFORE, City and Developer have executed this Excl usi ve Negotiating Ag reemen t as of the date first set forth ab ove.

ATTES T:
______ , Ci ty Cl erk
APPRO VED AS TO FORM :
________ , City Attorney
02/1 4/25
55600.00203\43 125 9l4.6
CIT Y:

CIT Y OF SAN BERNAR DINO, a Cal ifornia
muni cipal corpor ation
By:

DEVEL OPER:

JH C-AC QUIS ITIONS LLC, a Cal iforn ia limi ted
liabi lity co mpany
By: Jamb oree Housing Corpor ation, a
Cal iforn ia nonp rofit public benefit
Its : �
o
;��
o
/J
w /
By : 1 � �
Mi chael Mas Jie
Its : Execu tive Vice President and Ch ief
Development Officer
13 Packet Page. 540

EXHIBIT "A"

LEGAL DESCRIP TION OF PROP ERTY
Real property located in the City of San Bernardino, County of San Bernardino, State of California, described as follows:

APN: 0142-522-08:

Pa rce l 1:

Lot 10 of Tract No. 7050, in the City of San Bernar dino, County of San Bernardino, State of California, as per Map recorded in Book 90 Page(s) 44 of Maps, in the Office of the County Recorder of said County.

Together with that portion of the south 1/2 of 5th Street adjoining said land, as vacated by Resolution of the City Counc il of the City of San Bernardino, a Certified Copy of which would pass by normal operation of law.

Par cel 2:

An easement for ingress and egress and rights incidental thereto over that portion of said land described in that certain Resolution No. 87-56 of the City Council of the City of San Bernardino, County of San Bernardino, State of California, a Certified copy thereof
recorded April 3, 1987 as Instrument No. 87-110057 of Official Records of said County. Except therefrom any portion lying within Parcel 1 above.

Pa rcel 3:

An easement for ingress, egress and rights incidental thereto over that portion of said land described in that certain Resolution No. 87-56 of the City Council of the City of San Bernardino, State of California, a certified copy thereof recorded April 3, 1987 as
Instrument No. 87-110057 of Official Records of said County lying within Lot 1 of Trac t 7050.

APN : 0142-522-09:

Lot 9 of Tract no. 7050 in the City of San Bernardino, County of San Bernar dino, State of California, as shown by map on file in Book 90, Page(s) 44 of Maps , in the Office of the County Recorder of said County.

Together with that portion of the South 1 /2 of 5th Street adjoining said land, as vacated by Resolution of the City Counc il of the City of San Bernardino. A Certified Copy of which
recorded April 3, 1987 as instrument No. 87-110057 of Official Records, which would pass by normal operation of law.
556 00.00203\431259 14.6

Packet Page. 541

APN: 01 42-522-1 1:

Parcel 1:

Lot(s) 7 of Tract No. 7050, in the City of San Bernard ino, County of San Bernard ino, State of California, as per Map recorded in Book 90 Page(s) 44 of Maps, in the Office of the County of said County.

Parcel 2:

An easement for ingress and egress and rights incidental thereto over that portion of said land described in the certain Resolution No. 87-56 of the City Counc il of the City of San Bernardino, County of San Bernardino, State of California, a Certified copy thereof
recorded April 3, 1987 as Instrument No. 87-110057 of the Official Records of said County, except therefrom any portion lying within Parcel 1 above.

APN: 01 42-522-1 2:

Parcel 1:

Lot 6 of tract No. 7050, in the City of San Bernardino, County of San Bernar dino, State of California, as per Map recorded in Book 90 Page(s) 44 of maps, in the Office of the County Recorder of said County.

Together with that portion of the south 1 /2 of the 5th Street adjoining said land, as vacated by Resolution of the City Counc il of the City of San Bernardino, a Certified Copy of which
recorded April 3, 1987 as Instrument No. 87-110057, Official Records, which would pass by normal operation of law.

Par cel 2:

An easeme nt for ingress and egress and rights incidental thereto over that portion of said land described in that certain Resolut ion No. 87-56 of the City Coun cil of the City of San Bernardino, County of San Bernardi no, State of California, a Certified copy thereof
recorded April 3, 1987 as Instrument No. 87-110057 of the Official Records of said County. Except therefrom any portion lying within Parcel 1 above. 55 600.00203\43125914.6

Packet Page. 542

Reserv ing therefrom, for the ben efit of the Gra ntor an easement for ingress and egress an d rights incidental thereto over that portion of said land described in that certain Resolution
No. 87-56 of the City Coun cil of the City of San Bernardino, State of California, a certified copy thereof recorded April 3, 1987 as Ins trument No. 87-11005 7 of Official records of said County.

APN: 0142-522-13:

Parcel 1:

Lot 5 of Tract No. 7050, in the City of San Bern ardino, County of San Bernardino , State of California, as per Map recorded in Book 90, Page 44 of Maps , in the Office of the County Recorder of said County, together with that portion of the North 1/2 of 5th Street adjoining said land, as vacated by Resolution of the City Coun cil of the City of San Bernardino, a Certified Copy of which recorded April 3, 1987 as Instrument No. 87- 110057, Official Records, which would pass by normal operation
of law. Parcel 2:

An easement for ingress and egress and right s incidental thereto over that portion of said land described in that certain Resol ution No. 87-56 of the City Coun cil of the City of San Bernardino, County of San Bernardino, State of Californ ia, a Certified copy thereof
recorded April 3, 1987 as Ins trument No. 87-11 0057 of Official Records of said Coun ty, except therefrom any portion lying within Parcel 1 above.

APN: 0142-522-14:

Parcel 1:

Lot(s) 4 of Tract No. 7050, in the City of San Bern ardino, County of San Berna rdino, State of California, as per Map recorded in Book 90, page(s) 44 of Maps, in the Office of the County Recorder of said County, together with that portion of the North 1/2 of 5th Street adjoining said land, as vacated by Resolution of the City Coun cil of the City of San Bernardino, a Certified Copy of which recorded April 3, 1987 as Ins trument No. 87 -110057, Official Records, which would pass by normal operation
of law. Parcel 2:

An easement for ing ress and egress and rights in cidental thereto over that portion of said land described in that certain Resolution No. 87-56 of the City 55600.00203\43 125914.6

Packet Page. 543

Counc il of the City of San Bernardino, County of San Bernardino, State of California, a Certified Copy thereof
recorded April 3, 1987 as In strument No. 87-110057 of Official Records of said Cou nty. Except therefrom any portion lying within Parel 1 above.

APN: 0142-522-15:

Parcel 1:

Lot(s) 3 of Tract no. 7050, in the City of San Bernardino, Count y of San Bernardino, State of California, as per Map recorded In Book 90, Page(s) 44 of Maps, in the Office of the County Recorder of said County.

Toget her with that portion of the North 1/2 of 5th Street adjoining said land, as vacated by Resolution of the City Cou ncil of the City of San Bernardino, a Certified copy of which
recorded April 3, 1987 as Ins trument no. 87-1 10057, Official Records, which would pass by normal operation of law.

Parc el 2:

An easement for ingress and egress and rights incidental thereto, over that portion of said land described in that certain Resolution No. 87-56 of the City Coun cil of the City of San Bernardino, County of San Bernardino, State of California, a Certified copy thereof
recorded April 3, 1987 as Instrument No. 87-110057 of Official Records of said Count y. Except therefrom, any portion lying within Parcel 1 above.

AP N: 0142-522-16:

Parcel 1:

Together with that portion of the North 1/2 of 5th Street adjoining said land, as vacated by Resolution of the City Coun cil of the City of San Bernard ino, a Certified copy of which
recorded April 3, 1987 as Ins trument no. 87-1 10057, Official Records, which would pass by normal operation of law.

Parcel 2:
55 600.00203\43125914.6

Packet Page. 544

An easement for ingress and egress and rights incidental thereto, over that portion of said land described in that certain Resolut ion No. 87-56 of the City Counc il of the City of San Bernard ino, County of San Bernardino, State of California, a Certified copy thereof
recorded April 3, 1987 as Instrument No. 87-11 0057 of Official Records of said County. Except therefrom, any portion lying within Parcel 1 above.

AP N: 0142-522-17:

Parcel 1:

Lot 1 of Tract no. 7050, in the City of San Bernardino, County of San Bern ardino, State of California, as per Map recorded in Book 90, Page(s) 44 of Maps, in the Office of the County Recorder of said County.

Toget her with that portion of the North 1 /2 of 5th Street adjoining said land, as vaca ted by Resolution of the City Council of the City of San Bernardino, a Certified copy of which
recorded April 3, 1987 as Instrument no. 87-110057, Official Records, which would pass by normal operation of law.

Parcel 2:

An ea sement for ingress and egress and rights incidental thereto over that portion of said land described in that certain Resolution No. 87-56 of the City Counc il of the City of San Bernardino, County of San Bernard ino, State of California, a Certified copy thereof
recorded April 3, 1987 as Instrument No. 87-11 0057 of Official Records of said County. Except therefrom, any portion lying within Parcel 1 above.

APN : 0142-522-25 :

Parcel 1:

That portion of the East 5 acres of the Southwest 1 /4 of Government Lot 7 of Section 6, Township 1 South, Range 4 West, San Bernardino Base and Meridian, in the City of San Bernardino, County of San Bernardino, State of California 1 according to the Official Map of said land, described as follows:

Begin ning at a point on the North line of said Southwest 1/4 of Government Lot 7, said point being distant North 89'49'15" East 100.00 feet from the Northeast corner of Lot 5 of Tract No. 7050, as per map recorded in Book 90, Page 44 of Maps, records of said County;
55600.00203\43125914.6

Packet Page. 545

Then ce North 89'49'15" East 50.00 feet;
Thence South O' 04' 38" East 148. 00 feet;
Thenc e South 89' 49' 15" West 50. 00 feet;
Then ce North O' 03' 38" West 148. 00 feet to the point of beginni ng.

Together with that portion of the North ½ of 5th Street adjoi ning said land on the South, as vacated by Resolution of the City Cou ncil of the City of San Berna rdino, a certified copy of which recorded April 3, 1987 as Instrument no. 87-110 057, Official Records, which would pass by normal operation of law.

Parcel 2:

An easement for ingress and egress and rights incident al thereto over that portion of said land described in that certain Resolution No. 87-56 of the City Cou ncil of the City of San Bernardino, County of San Bernardino, State of Californi a, a Certified copy thereof
recorded April 3, 1987 as Ins trument No. 87-11 0057 of Official Records of said County except therefrom any portion lying within Parcel 1 above.

APN : 0142-522-35:

Parcel 1 of Parcel Map No. 3525, in the City of San Bernardino, County of San Bernar dino, State of California, as per map recorded in Book 32, Page 19 of Parcel Maps, in the Office of the County Recorder of said County.

Together with that portion of the South 1 /2 of 5th Street adjoining said land on the North, as vacated by Resolution of the City Coun cil of the City of San Bern ardi no, a Certified Copy of which recorded April 3, 1987 as Instru ment No. 87-110057, Official Records, which would pass by normal operation of law.

Excepting therefrom all oil, gas, min erals and other hydrocarbons below a depth of 500 feet, without the rights of surface entry, as reserved in the deed from Glen dale Federal
Savi ngs and Loan Associatio n, as Un ited States Corporation, recorded December 10, 1981 as In strument No. 81-269 245, Official Reco rds.

Parcel 2:

Packet Page. 546

recorded April 3, 1987 as Ins trument No. 87-110057 of Official Records of said Count y. Except therefrom, any portion lying within Parcel 1 above.

APN: 0142-522-36:

Parcel 1:

Parcel 2 of Parcel Map No. 3525, in the City of San Bernardino, Count y of San Bern ardino, State of California, as per Map recorded in Book 32 Pag e(s) 19 of Parcel Maps, in the Office of the Count y Recorder of said Count y.

Tog ether with that portion of the South 1/2 of 5th Street adjoining said land to the North, as vacated by Resolution of the City Counc il of the City of San Bernardino, a Cert ified Copy of which recorded April 3, 1987, as Ins trument No. 87-110057, Official Records, which would pass by normal operation of law.

Except therefrom all oil, gas, min erals, and other hydrocarbon substances lying below the surface of said land , but with no right of surface entry, as provided in Deeds of Record.

Parcel 2:

An easement for ingress and egress and rights inc idental thereto over that portion of said land described in that certain Resolution No. 87-56 of the City Counc il of the City of San Bernardino, County of San Bernard ino, State of California, a Certified copy thereof
recorded April 3, 1987 as Instrument No. 87-110057 of the Official Records of said Count y.

Except therefrom any portion lying within Parcel 1 above reserving therefrom, for the
benef it of the Grantor an easement for ingr ess and egress and rights incidental theret o over that portion of said land described in that certain Resolution No. 87- 56 of the City Counc il of the City of San Bernardino, State of Californi a, a certified copy thereof recorded April 3, 1987 as In strume nt No. 87-110057 of official record s of said County.

APN: 0142-522-37 :

Parcel 3, inclusive of Parcel Map No. 3525, in the City of San Bernar dino, County of San Berna rdino, State of California, as per plat recorded in Book 32 of Parcel Maps , Page( s) 19, records of said Cou nty, together with the South 1 /2 of the 5th Street adjo ining said land on the North, as vacated by Resolution of the City 55600.00203\43 125914.6

Packet Page. 547

Coun cil of the City of San Berna rdino, a Certified Copy of which recorded April 3, 1987 as Instrument No. 87-110 057, Official
Reco rds.

APN : 0142-522-38:

Parcel 1:

Parcel 4 of Parcel Map No. 3525, in the City of San Bernard ino, County of San Bernardino, State of Califor nia, as per Map recorded in Book 32 Page(s) 19 of Maps, in the Office of the Cou nty Recorder of said County.

Together with that portion of the South 1/2 of 5th Street adjoining said land, as vacated by Resolution of the City Coun cil of the City of San Bernardino, a Certified Copy of which
recorded April 3, 1987 as Instrument No. 87-110 057, Official Records, which would pass by normal operation of law.

Parcel 2:

An eas ement for ingress and egress and rights in cidental thereto over that portion of said land described in that certain Resolution No. 87-56 of the City Coun cil of the City of San Bernardino, County of San Bernardino, State of California, a Certified copy thereof
recorded April 3, 1987 as Instrument No. 87-110057 of the Official Records of said Count y. Except therefrom any portion lying within Parcel 1 above.

APN: 0142-522-41:

PARCEL 1:

THAT PORTION OF THE EAST 5 ACRE S OF THE SOU THW EST 1/4 OF GOVER NMENT LOT 7 OF SE CTIO N 6, TOWNS HI P 1 SOUTH , RAN GE 4

WEST, SAN BERN ARDINO BASE AND ME RI DIAN , IN THE CITY OF SAN

BERNA RDINO, COU NTY OF SAN BERN ARDINO, STATE OF CALIF ORN IA,

ACC OR DIN G TO THE OFF ICIAL MAP OF SAID LA ND, DESCRIBED AS FOL LOWS:

BEG IN NI NG AT THE NO RTHEAST CORNER OF LOT 5 OF TRACT NO. 7050, AS PER MAP RECORDED IN THE BOOK 90 OF MAPS, PAGE 44, OF REC ORD S OF SAID CO UN TY; THENC E SOUTH O DEGRE ES 03' 38" EAST 55600. 00203\43125914.6

Packet Page. 548

ALO NG THE EAST LINE OF SAID LOT 5, 14 8.0 0 FEE T TO THE SOUTH EAST CORN ER THER EOF; THENCE NOR TH 89 DEGREE S 49' 5" EAST, 50.0 0
FEE T; THEN CE NOR TH O DEGREES 03' 38" WEST, 14 8.0 0 FE ET; TH ENCE SOU TH 89 DEGREE S 49' 15 " WEST, 50.0 0 FEE T TO THE PO IN T OF BE GINNIN G.

TOGE THER WITH THE NOR TH 1/ 2 OF 5TH STREET ADJOIN ING SAID

LAND ON THE SOUTH, AS VACATED BY RE SO LUTI ON OF THE CI TY

CO UN CIL OF THE CI TY OF SAN BE RNARD IN O, A CER TI FIED COPY OF WHICH RECORDED APRI L 3, 1 987 AS IN STRU MEN T NO. 87-1 1 0057 , OFFICI AL RECO RDS, WH ICH WOUL D PASS BY OPER ATION OF LAW.

APN: 0142-522-42:

THAT POR TION OF THE EAST 5 ACRES OF THE SOUTH WES T 1/4 OF GOVE RNM ENT LOT 7 OF SE CTI ON 6, TOWNS HIP 1 SOUTH , RANGE 4

WES T, SAN BERN ARD IN O BASE AN D MERIDI AN , IN THE CIT Y OF SAN

BER NARD IN O, COU NTY OF SAN BERN ARDINO, STATE OF CALIF ORN IA,

ACC ORDIN G TO THE OFFI CI AL MAP OF SAID LAND DE SC RIBED AS FOL LOWS :

BE GINN IN G AT A POIN T ON THE NOR TH LINE OF SAI D SOUT HWEST 1/4 OF GO VE RNMEN T LOT 7, SAID POI NT BEING DI STANT NOR TH 89 DEG REE S 49' 15 " EAST 50.0 0 FEE T FR OM THE NOR TH EAST COR N ER OF LOT 5, TRACT NO. 7050 , AS PER MAP RECO RDED IN BOOK 90, OF MAP S, PAG E 44, RECORDS OF SAID COU NTY; THENCE NOR TH 89 DEGREES 49' 15 "
EAST, 50.00 FE ET; TH ENCE SOUTH O DEG REES 03' 38" EAST, 14 8.0 0 FEET; TH ENCE SOUTH
89 DEG REE S 49' 15 " WEST, 50.00 FEE T; THENCE NOR TH O DEGREES 03' 38" WEST, 14 8.0 0 FEE T TO TH E PO IN T OF TH E BE GINNING.

TOG ETH ER WITH THE NOR TH 1/ 2 OF 5TH STR EET ADJ OININ G SAI D LAND

ON THE SO UTH , AS VACATED BY RESOLU TION OF THE CIT Y CO UNCIL OF

TH E CIT Y OF SAN BER NARD IN O, A CER TI FIED COP Y OF WH ICH RECORDED APRI L 3, 19 87 AS IN STRUMENT NO. 87-1 1 0057, OFFI CI AL RECO RDS, THAT WOUL D PASS BY OPER ATION OF LAW. 55600.00203 \43125914.6

Packet Page. 549

EXH IBIT "B "

WORKER S' COMPE NSATION WAIVER
I, ;v1 ,c,h ac\ /vl� , on beh al f of Deve loper, hereby, certify and ackno wledge that Developer is awa re of the workers' com pensation laws of the State �f Cali forn ia and that Developer cu rrently has no emp loyees who would be sub ject to the protection of the Workers Comp en sation Act. Fu rther mor e, Developer ag rees that, if at any time dur ing the term of the Agreement, any empl oyees are hir ed by Deve loper, tha t Developer will comp ly with the requir ement of the workers' com pen sation laws . At that �:
e, D
1);
11 pl-:enc e of such coverag
::�
he
;�;� ::
a
;
no
Title: Y \}f kChcf'])e�@r'V-�J a-ff
........- \J
55 600.002031 43 12 5914.6

Packet Page. 550

Exclusive Negotiating Agreement (ENA)
with JHC Acquisitions LLC for the
Development of Surplus Land Act Site 12
for Affordable Housing
Presented by:

Trina Perez
Housing Division Manager

Packet Page. 551

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

1. Approve the Exclusive Negotiating Agreement (ENA) between the City of San Bernardino and JHC Acquisitions LLC, an affiliate of Jamboree Housing Corporation, a California non-profit public benefit corporation, for the development of approximately 3.5 acres of city-owned surplus land, known as site 12, for affordable housing; and

2. Authorize the City Manager, Deputy City Manager, or designee to execute the ENA, along with any subsequent amendments, extensions, and other necessary documents to complete the transaction.

Packet Page. 552

Exclusive Negotiating Agreement
The purpose of the City and JHC Acquisitions LLC entering into the Exclusive Negotiating Agreement (ENA) is to establish a two-year period to negotiate the terms and conditions for the proposed project outlined in a future Disposition and Development Agreement.

This includes discussion on the potential lease or acquisition of the property, financing, design, construction, operation, and maintenance of the proposed project.

Upon completion of negotiations, staff will return at a later date to present a Disposition and Development Agreement (DDA) for the City Council’s consideration and approval. As part of the DDA, staff intends to recommend that the Mayor and City Council support the project by donating Site 12 properties, comprising 16 individual parcels, to Jamboree for the development of affordable housing. Additionally, staff will also propose allocating HUD- Federal HOME Reinvestment Program (HOME) funding for the project and will present a HOME Funding Commitment Agreement for approval.

Packet Page. 553

Site Overview
• Site 12 consists of 16 individual parcels totaling
approximately 3.5 acres of city-owned surplus land.
• The blue highlighted parcel located at the top right
of the site is not part of the proposed development
and is privately owned and occupied.
• The green highlighted parcel is included as part of
the proposed site plan. Jamboree is actively
pursuing acquisition from the private property
owner.
• An appraisal of the site's value is currently
underway, and the findings will be included in the
official recommendation presented to the Council
for consideration at a future date.

Packet Page. 554

Proposed Development & Affordability
The proposed 101-unit development will feature three-
story walk-up apartments, detailed as follows:
• Phase 1:
• (2) one-bedroom units
• (24) two-bedroom units
• (25) three-bedroom units
• (1) unrestricted manager’s unit
• Phase 2:
• (2) one-bedroom units
• (24) two-bedroom units,
• (24) three-bedroom units
• (1)unrestricted manager’s unit
• Community room and Kitchen
• Computer lounge
• Basketball Court
• Swimming Pool
• Tot-lot
HUD 2024 Adjusted Home Income Limits
(Gross Income)
AMI 1
Person
2 Persons
3 Persons
4 Persons
5 Persons
6 Persons
30% $21,550 $24,600 $27,700 $30,750 $33,250 $35,700
50% $35,900 $41,000 $46,100 $51,250 $55,350 $59,450
60% $43,080 $49,200 $55,320 $61,500 $66,420 $71,340
80% $57,400 $65,600 $73,800 $82,000 $88,600 $95,150

Packet Page. 555

Packet Page. 556

Packet Page. 557

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

2. Authorize the City Manager, Deputy City Manager, or designee to execute the ENA, along with any subsequent amendments, extensions, and other necessary documents to complete the transaction.

Packet Page. 558

Questions?

Packet Page. 559

Mayor and City CouncilMarch 5, 2025

Mayor and City Council
March 5, 2025