Agenda packet — Mayor and City Council, April 1, 2026

Mayor and City Council of the City of San Bernardino Page 1

CITY OF SAN BERNARDINO

REVISED AGENDA

FOR THE

REGULAR MEETING OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO,

MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO ACTING AS THE SUCCESSOR

AGENCY TO THE REDEVELOPMENT AGENCY, MAYOR AND CITY COUNCIL OF THE CITY OF SAN

BERNARDINO ACTING AS THE SUCCESSOR HOUSING AGENCY TO THE REDEVELOPMENT

AGENCY, AND MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO ACTING AS THE

HOUSING AUTHORITY, AND MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO

ACTING AS THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY WEDNESDAY, APRIL 01, 2026
4:30 PM - CLOSED SESSION 5:00 PM - OPEN SESSION
NORMAN F. FELDHEYM CENTRAL LIBRARY • 555 WEST 6TH STREET • SAN BERNARDINO, CA 92410 • WWW.SBCITY.ORG
Theodore Sanchez Helen Tran Dr. Treasure Ortiz
COUNCIL MEMBER, WARD 1 COUNCIL MEMBER, WARD 7
MAYOR
Sandra Ibarra Eric Levitt
COUNCIL MEMBER, WARD 2 CITY MANAGER
Juan Figueroa Sonia Carvalho
COUNCIL MEMBER, WARD 3 CITY ATTORNEY
Fred Shorett Telicia Lopez
COUNCIL MEMBER, WARD 4 CITY CLERK
Kim Knaus
MAYOR PRO TEM, WARD 5
Mario Flores
COUNCIL MEMBER, WARD 6
Welcome to a meeting of the Mayor and City Council of the City of San Bernardino

PLEASE VIEW THE LAST PAGES OF THE AGENDA FOR PUBLIC

COMMENT OPTIONS, OR CLICK ON THE FOLLOWING
LINK: TINYURL.COM/MCCPUBLICCOMMENTS
PLEASE CONTACT THE CITY CLERK'S OFFICE (909) 998-2680 TWO

WORKING DAYS PRIOR TO THE MEETING FOR ANY REQUESTS FOR

REASONABLE ACCOMMODATIONS
To view PowerPoint presentations, written comments, or any revised documents for this meeting date, use this link: tinyurl.com/agendabackup.

Select the corresponding year and meeting date folders to view documents.

Mayor and City Council of the City of San Bernardino Page 2

CALL TO ORDER
Attendee Name
Council Member, Ward 1 Theodore Sanchez
Council Member, Ward 2 Sandra Ibarra
Council Member, Ward 3 Juan Figueroa
Council Member, Ward 4 Fred Shorett
Mayor Pro Tem, Ward 5 Kim Knaus
Council Member, Ward 6 Mario Flores
Council Member, Ward 7 Dr. Treasure Ortiz
Mayor Helen Tran
City Manager Eric Levitt
City Attorney Sonia Carvalho
City Clerk Telicia Lopez
4:30 P.M.

CLOSED SESSION PUBLIC COMMENT
CLOSED SESSION Pg. 11
A) CONFERENCE WITH LEGAL COUNSEL - Anticipated Litigation - Significant Exposure to Litigation (Pursuant to Government Code Section 54956.9(d)(2):
i) Notice of Claim, Mandeville Modular, Inc., dated March 17, 2026, Claim No.

GHC0095108
5:00 P.M.

INVOCATION AND PLEDGE OF ALLEGIANCE

CLOSED SESSION REPORT

APPOINTMENTS

1. Arts and Historical Preservation Commission Appointment of Denise Salas (Ward 5) Pg. 12
Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Denise Salas to the Arts and Historical Preservation Commission representing Ward 5 with the term ending December 2028. Denise Salas will replace a vacant position formerly held by Michael J.

Segura. Council Staff has verified that appointee is a registered voter within the city.

Mayor and City Council of the City of San Bernardino Page 3

2. Charter Review Committee Appointment of Andy Garcia (Ward 5) Pg. 21 Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Andy Garcia to the Charter Review Committee representing Ward 5 with the term ending December 2028. Andy Garcia will replace a vacant position formerly held by Michael A. Lara. Council Staff has verified that appointee is a registered voter within the city.

3. Measure S Citizens’ Oversight Committee Appointment of Angelique Weathersby (Ward 5) Pg. 29
Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Angelique Weathersby to the Measure S Citizens’ Oversight Committee representing Ward 5 with the term ending December 2028. Angelique Weathersby will replace Anthony J. Roberson. Council Staff has verified that appointee is a registered voter within the city.

PUBLIC HEARING

4. Censure of Councilmember Treasure Ortiz by City Council Pg. 49 Recommendation:

It is recommended that the City Council decide whether to adopt a Resolution of Censure.

CITY MANAGER UPDATE

PUBLIC COMMENTS FOR ITEMS LISTED AND NOT LISTED ON THE AGENDA We ask that you please observe proper decorum, and do not speak out of turn or make comments from your seat. If you wish to address the Mayor and City Council please be sure to submit a speaker slip. If you speak out of turn or disrupt the meeting a warning may be given and/or you will be asked to leave the meeting pursuant to Government Code Section 54957.9 and Penal Code 403.

CONSENT CALENDAR
Items on the Consent Calendar are Considered Routine and are Voted on in a Single Motion Unless the Mayor and City Council or a Staff Member has Pulled the Item for More Discussion.

5. Approval of Various Mayor and City Council Meeting Minutes Pg. 65 Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the meeting minutes for the following dates:

1. October 27, 2022 Special Meeting Workshop Session
Mayor and City Council of the City of San Bernardino Page 4

2. February 12, 2026 Special Meeting Draft Minutes

3. March 4, 2026 Regular Meeting Draft Minutes

4. March 6, 2026 Special Meeting Draft Minutes

6. 2025 Housing Element Annual Progress Report (All Wards) Pg. 93 Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, receive and file the 2025 Housing Element Annual Progress Report (Attachment 1).

7. Resolution In Support Of The California Historic Route 66 Association and The Route 66 Centennial Year (All Wards) Pg. 99
Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, adopt Resolution No. 2026 -032 expressing support for the California Historic Route 66 association and the Route 66 Centennial year.

8. Rejection of Construction Bids for the Villasenor Library - Parking Lot Surfacing Project and Amendment of Measure S Funds to the Encanto Park Improvements (Ward 1) Pg. 104
Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, adopt Resolution No. 2026-033;

1. Rejecting all construction bids received for the Villasenor Library - Parking Lot Surfacing Project; and

2. Amending the FY 2025/26 Capital Improvement Program (CIP) Budget to reallocate $247,933.16 in Measure S funds from the Villasenor Library - Parking Lot Surfacing Project to the Encanto Park Improvements.

DISCUSSION

9. Consideration of Joint Powers Agreement (JPA) Participation in the San Bernardino Regional Housing Trust (SBRHT) (All Wards) Pg. 115 Recommendation:

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

1. Authorize the City to join the San Bernardino Regional Housing Trust; and

2. Adopt Resolution No. 2026-021 approving participation in the Joint Powers Authority (JPA) for the establishment of the San Bernardino Regional Housing Trust and authorizing the City Manager, or designee, to execute the Joint Exercise of Powers Agreement and any related documents necessary to effectuate the City’s participation; and
Mayor and City Council of the City of San Bernardino Page 5

3. Appoint a representative to serve as the City’s Director on the San Bernardino Regional Housing Trust Board of Directors and designate an Alternate representative to serve in the Director’s absence. The City may appoint the Mayor or a member of the City Council; and

4. Authorize the City Manager, subject to review by the City Attorney, to make or agree to any modifications to the Joint Powers Agreement that are in furtherance of the overall goal of resolution approved herein and the intent of the agreement without creating any additional financial obligations or liability for the City.

10. Disposition and Development Agreement (DDA) with Montebello Housing Development Corporation (MHDC) for the Development of Surplus Land Act Site 6 for Affordable Housing (Ward 2) Pg. 151 Recommendation:

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

1. Approve the Disposition and Development Agreement (DDA) between the City of San Bernardino and Montebello Housing Development Corporation (MHDC), a nonprofit affordable housing developer, for the development of approximately 0.15 acres of city-owned surplus land, identified as site 6 for affordable housing; and

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

MAYOR & CITY COUNCIL UPDATES/REPORTS ON CONFERENCES & MEETINGS

ADJOURNMENT
The next joint regular meeting of the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency will be held on April 15, 2026 at the Feldheym Central Library located at 555 West 6th Street, San Bernardino, California 92410. Closed Session will begin at 4:00 p.m. and Open Session will begin at 5:00 p.m.

Mayor and City Council of the City of San Bernardino Page 6

CERTIFICATION OF POSTING AGENDA
I, Telicia Lopez, CMC, City Clerk for the City of San Bernardino, California, hereby certify that the REVISED agenda for the April 1, 2026, Regular Meeting of the Mayor and City Council and the Mayor and City Council acting as the Successor Agency to the Redevelopment Agency was posted on the City's bulletin board located at 201 North "E" Street, San Bernardino, California, 92401 at the Norman F. Feldheym Central Library located at 555 West 6th Street, San Bernardino, California, 92410 and on the City's website sbcity.org on Friday, March 27, 2026.

I declare under the penalty of perjury that the foregoing is true and correct.

Telicia Lopez, CMC, City Clerk
Mayor and City Council of the City of San Bernardino Page 7 NOTICE:

In accordance with Resolution No. 2018-89 adopted by the Mayor and City Council on March 21, 2018, the following are the rules set forth for Public Comments and Testimony:

Public Comments and Testimony:

Rule 1. Public comment shall be received on a first come, first served basis. If the presiding officer determines that the meeting or hearing may be lengthy or complicated, the presiding officer may, in his or her discretion, modify these rules, including the time limits stated below.

Rule 2. All members of the public who wish to speak shall fill out a speaker' s reservation card and turn in the speaker reservation card to the City Clerk prior to the time designated on the agenda. Comments will be received in the order the cards are turned in to the City Clerk. Failure of a person to promptly respond when their time to speak is called shall result in the person forfeiting their right to address the Mayor and City Council.

Rule 3. The presiding officer may request that a member of the public providing comment audibly state into the microphone, if one is present, his or her name and address before beginning
comment. If that person is representing a group or organization the presiding officer may request that the speaker identify that group or organization, including that group or organization' s Address.

Rule 4. Notwithstanding the provisions of Rule 2 and 3 above, a person shall not be required to provide their name or address as a condition of speaking.

Rule 5. Time Limits:

5.01 Each member of the public shall have a reasonable time, not to exceed three ( 3) minutes per meeting, to address items on the agenda and items not on the agenda but within the subject matter jurisdiction of the Mayor and City Mayor and City Council of the City of San Bernardino Page 8 Council.

5.02 Notwithstanding the time limits set forth in subsection 5. 01 above, any member of the public desiring to provide public testimony at a public hearing shall have a reasonable time, not to exceed ( 3) minutes, to provide testimony during each public hearing.

Any member of the public desiring to speak to the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency concerning any matter not on the agenda but which is within the subject matter jurisdiction of the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency may address the body at the end of the meeting, during the period reserved for public comments. Said total period for public comments shall not exceed 60 minutes, unless such time limit is extended by the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency. A three -minute limitation shall apply to each member of the public, unless such time limit is extended by the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency. No member of the public shall be permitted to "share" his/her three minutes with any other member of the public.

Speakers who wish to present documents to the governing body may hand the documents to the City Clerk at the time the request to speak is made. (Must provide a minimum of 15 copies)
The Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency may refer any item raised by the public to staff, or to any commission, board, bureau, or committee for appropriate action or have the item placed on the next agenda of the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency. However, no other action shall be taken nor discussion held by the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency on any item which does not appear on the agenda unless the action is otherwise authorized in accordance with the provisions of subdivision (b) of Section 54954.2 of the Government Code.

Public comments will not be received on any item on the agenda when a public hearing has been conducted and closed.

Mayor and City Council of the City of San Bernardino Page 9 ALTERNATE MEETING VIEWING METHOD:

If there are any technical issues with the live stream or recording from the main agenda portal or if you require an option with Closed Captioning, you may view the meeting from the following location (TV3).
https://reflectsanbernardino.cablecast.tv/CablecastPublicSite/watch/1?channel=6

PUBLIC COMMENT OPTIONS
Please use ONE of the following options to provide a public comment:

Written comments can be emailed to [email protected]. Written public comments received up to one hour and thirty minutes before the posted start time of the meeting, on
the meeting day will be provided to the Mayor and City council and made part of the meeting record. Written public comments will not be read aloud by city staff. Written correspondence can be accessed by the public online at tinyurl.com/agendabackup.

Attend the meeting in person and fill out a speaker slip. Please note that the meeting Chair decides the cutoff time for public comment, and the time may vary per meeting. If you wish to submit your speaker slip in advance of the meeting, please submit your request to speak using the form on the following page: tinyurl.com/mccpubliccomments. Any requests to speak submitted electronically less than one hour and thirty minutes before the posted start time will not be accepted.

Please note: messages submitted via email and this page are only monitored from the publication of the final agenda until the deadline to submit public comments. Please contact the City Clerk at 909-998-2680 or [email protected] for assistance outside of this timeframe. Written correspondence submitted after the deadline will be provided to the Mayor and City Council at the following regular meeting.

MEETING TIME
NOTE: Pursuant to Resolution No. 2024-029, adopted by the Mayor and City Council on February 21, 2024:
“Section 3. All meetings are scheduled to terminate at 10:00 P.M. on the same day it began.

At 9:00 P.M., the Mayor and City Council shall determine which of the remaining agenda items can be considered and acted upon prior to 10:00 P.M. and will continue all other items on which additional time is required until a future Mayor and City Council meeting. A majority vote of the Council is required to extend a meeting beyond 10:00 P.M. to discuss specified items.”
Mayor and City Council of the City of San Bernardino Page 10

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CLOSED SESSION
City of San Bernardino
Request for Council Action
Date: April 1, 2026
To: Honorable Mayor and City Council Members
From: Sonia Carvalho, City Attorney
Department: City Attorney
Subject: CLOSED SESSION
Recommendation:

A) CONFERENCE WITH LEGAL COUNSEL - Anticipated Litigation - Significant Exposure to Litigation (Pursuant to Government Code Section 54956.9(d)(2):
i) Notice of Claim, Mandeville Modular, Inc., dated March 17, 2026, Claim No.

GHC0095108
Click or tap here to enter text.

Click or tap here to enter text.

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APPOINTMENTS
City of San Bernardino
Request for Council Action
Date: April 1, 2026
To: Honorable Mayor and City Council Members
From: Kim Knaus, Council Member, 5th Ward
Department: Council Office
Subject: Arts and Historical Preservation Commission
Appointment of Denise Salas (Ward 5)
Recommendation
It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Denise Salas to the Arts and Historical Preservation Commission representing Ward 5 with the term ending December 2028. Denise Salas will replace a vacant position formerly held by Michael J. Segura.

Council Staff has verified that appointee is a registered voter within the city.

Executive Summary
It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Denise Salas to the Arts and Historical Preservation Commission representing Ward 5 with the term ending December 2028.

Background
The Arts and Historical Preservation Commission was established by Resolution No. 2018-97 on April 4, 2018 and is charged with advising the Mayor, City Council and City Staff on matters pertaining to the arts, culture, and historic preservation and heritage in the city. The commission is also charged with serving in an advisory capacity to the Planning Commission in making recommendations relating to the designation, preservation and protection of historical properties. Appointees to the commission must have relevant experience or knowledge of visual, performing, literary, and multi- media arts, cultural and architectural heritage or other areas which relate to the mission and purpose of the commission.

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Discussion
The Arts and Historical Preservation Commission is composed of nine (9) members who serve at the pleasure of the Mayor and City Council. Pursuant to Chapter 2.17 of the Municipal Code, each City Council Member shall nominate one (1) member who shall serve during and for the term of the nominating Council Member, and the Mayor shall nominate two (2) members who shall serve during and for the term of the Mayor. 2021-2025 Strategic Targets and Goals
The proposed commission appointment aligns with Key Target No. 2: Focused, Aligned Leadership and Unified Community by building a culture that attracts, retains, and motivates the highest quality talent.

Fiscal Impact
No fiscal impact to the city.

Conclusion
It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Denise Salas to the Arts and Historical Preservation Commission representing Ward 5 with the term ending December 2028. Denise Salas will replace a vacant position formerly held by Michael J.

Segura. Council Staff has verified that appointee is a registered voter within the city.

Attachments
Attachment 1 – Commission Application Denise Salas (REDACTED) Attachment 2 – Resolution No. 2018-97

Ward
Fifth Ward; All Wards
Synopsis of Previous Council Actions
April 4, 2018 Resolution No. 2018-97 establishing the Arts and Historical Preservation Commission was adopted.

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Recommendation
It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Andy Garcia to the Charter Review Committee representing Ward 5 with the term ending December 2028. Andy Garcia will replace a vacant position formerly held by Michael A. Lara. Council Staff has verified that appointee is a registered voter within the city.

Executive Summary
It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Andy Garcia to the Charter Review Committee representing Ward 5 with the term ending December 2028.

Background
The Charter Review Committee was established by Resolution No. 2017-243 on December 20, 2017 and is tasked with completing a periodic review of the City Charter to identify potential amendments that enhance clarity, efficiency, and the principles of the council-manager form of government.

Discussion
The Charter Review Committee is composed of nine (9) members who serve at the pleasure of the Mayor and City Council. Pursuant to Chapter 2.17 of the Municipal Code, each City Council Member shall nominate one (1) member who shall serve during and for the term of the nominating Council Member, and the Mayor shall nominate two (2) members who shall serve during and for the term of the Mayor. In accordance with the City Charter and the City’s Municipal Code, appointees shall be a registered voter within the city and no member shall be an employee of the city.

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2021-2025 Strategic Targets and Goals
The proposed committee appointment aligns with Key Target No. 2: Focused, Aligned Leadership and Unified Community by building a culture that attracts, retains, and motivates the highest quality talent.

Fiscal Impact
No fiscal impact to the city.

Conclusion
It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Andy Garcia to the Charter Review Committee representing Ward 5 with the term ending December 2028. Andy Garcia will replace a vacant position formerly held by Michael A. Lara. Council Staff has verified that appointee is a registered voter within the city.

Attachments
Attachment 1 – Committee Application Andy Garcia (REDACTED) Attachment 2 – Resolution No. 2017-24
Ward
Fifth Ward; All Wards
Synopsis of Previous Council Actions
December 20, 2017 Resolution No. 2017-243 establishing the Charter Review Committee was adopted.

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APPOINTMENTS
City of San Bernardino
Request for Council Action
Date: April 1, 2026
To: Honorable Mayor and City Council Members
From: Kim Knaus, Council Member, 5th Ward
Department: Council Office
Subject: Measure S Citizens’ Oversight Committee Appointment of Angelique Weathersby (Ward 5)
Recommendation
It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Angelique Weathersby to the Measure S Citizens’ Oversight Committee representing Ward 5 with the term ending December 2028. Angelique Weathersby will replace Anthony J. Roberson. Council Staff has verified that appointee is a registered voter within the city.

Executive Summary
It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Angelique Weathersby to the Measure S Citizens’ Oversight Committee representing Ward 5 with the term ending December 2028.

Background
The Measure S Citizens’ Oversight Committee was established by Resolution No. 2020-248 on October 7, 2020, replacing the Measure Z Citizens’ Oversight Committee.

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Discussion
The Measure S Citizens’ Oversight Committee is charged with reviewing and reporting on the spending plan for the one percent general district sales tax generated under Measure S passed by voters on November 3, 2020, and verifying that the proposed expenditures are in accordance with the Measure S ballot language and the Mayor and City Council’s adopted strategic goals and priorities. The Measure S Oversight Committee is also charged with reviewing and reporting annually on the results of the annual audit of the Measure S revenues and expenditures completed by an independent certified public accounting firm.

The Measure S Citizens’ Oversight Committee is comprised of nine (9) members who serve at the pleasure of the Mayor and City Council. Pursuant to Chapter 2.17 of the Municipal Code, each City Council Member shall nominate one (1) member who shall serve during and for the term of the nominating Council Member, and the Mayor shall nominate two (2) members who shall serve during and for the term of the Mayor. 2021-2025 Strategic Targets and Goals
The proposed commission appointment aligns with Key Target No. 2: Focused, Aligned Leadership and Unified Community by building a culture that attracts, retains, and motivates the highest quality talent.

Fiscal Impact
No fiscal impact to the city.

Conclusion
It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Angelique Weathersby to the Measure S Citizens’ Oversight Committee representing Ward 5 with the term ending December 2028. Angelique Weathersby will replace Anthony J. Roberson. Council Staff has verified that appointee is a registered voter within the city.

Attachments
Attachment 1 - Committee Application Angela Weathersby (REDACTED) Attachment 2 - Ordinance No. MC-1229
Attachment 3 - Resolution No. 2020-248
Ward
Fifth Ward; All Wards
Synopsis of Previous Council Actions
August 21, 2006 Ordinance No. MC-1229 was adopted, effective November 8, 2006, upon approval by voters on the November 7, 2006
election to impose a retail transactions, and use tax.

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October 7, 2020 The Measure S Citizens’ Oversight Committee was established by Resolution No. 2020-248, replacing Measure Z Citizens’ Oversight Committee.

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PUBLIC HEARING
City of San Bernardino
Request for Council Action
Date: April 1, 2026
To: Honorable Mayor and City Council Members
From: Outside Special Legal Counsel - Larson LLP
Department: Council Office
Subject: Censure of Councilmember Treasure Ortiz by City Council Recommendation:

It is recommended that the City Council decide whether to adopt a Resolution of Censure.

City Manager's Comments
N/A
Executive Summary
Resolution of Censure for the City Council’s consideration at this Council meeting of April 1, 2026.

Background
At the City Council meeting on March 18, 2026, the City Council by a unanimous vote directed staff to prepare a Resolution of Censure for the City Council’s consideration at this Council meeting of April 1, 2026.

Discussion
A censure is generally understood to be “an official reprimand or condemnation; an authoritative expression of disapproval or blame." (Black's Law Dictionary (10th ed. 2014).) The City Council has authority to censure an individual Councilmember. (Braun v. City of Taft (1984) 154 Cal.App.3d 332, 347-348.) A censure is generally adopted by resolution and represents the opinion of a city council or other public body, but does not levy a fine, suspension, or other penalty. While there is no statute directly addressing censure, many local legislative bodies have adopted resolutions condemning inappropriate behavior and violations of policies and laws. A censure is one way of distancing the public agency from bad behaviors that interfere with the agency’s ability to conduct the public’s business.

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While censure does not remove an elected official from office, it may serve an important purpose by stating to the public that certain behavior is unacceptable to the other council members. It is a form of self-policing for elected officials.

The following process is the recommended process:
A censure discussion should be placed on the agenda for a City Council meeting. This was done on March 18, 2026, authorizing that this censure hearing be conducted on April 1, 2026.
The affected member should receive individualized notice. This was done on March 24, 2026.
The censure should be scheduled for deliberation in open session, and not in closed session. (61 Ops.Cal.Atty.Gen. 10 (1978).) This report is to facilitate an open session discussion and was properly noticed under the Brown Act. Councilmember Ortiz will be afforded an opportunity to be heard. However, formal rules of evidence do not apply, including the right to cross examination. (Binkley v. City of Long Beach (1993) 16 Cal.App.4th 1795, 1809.) Like resolutions generally, the censure resolution must be adopted by a majority vote of the City Council.

Following tort claims filed by Councilmember Ortiz, the City engaged outside Special Counsel to represent the City, Larson LLP and the City requested Larson LLP’s assistance with this censure process.

Based upon the following findings demonstrated in this written staff report as well as the verbal testimony provided during this hearing, the City Council finds it necessary to demonstrate to the public that improper behavior and misconduct by any Councilmember will be addressed in an open and transparent manner in order to preserve public trust in the community and investment in the City.

The impetus for the Resolution to censure Councilmember Ortiz includes, but is not limited to:
Councilmember Ortiz abrogated her duty of care as an elected official by levying serious allegations against a City employee that, upon prudent inquiry, would have readily been discredited. Such conduct critically undermines the confidence of the City's staff, and the public, in the City’s leadership, and has the potential to compromise the operational integrity of the San Bernardino Police Department and the City generally. Her conduct violates Section

2.58.050(B) of the City of San Bernardino Municipal Code. In her capacity as a candidate for office, Councilmember Ortiz acted with an absence of transparency by failing to disclose two previous arrests involving her

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physical assault of private individuals. After assuming elected office and to-date, she has not corrected the record.
Acted in furtherance of her own self-interests by filing a false tort claim and later filing a lawsuit against the City in violation of her fiduciary duty of loyalty as a Councilmember to the City.
Failed to fully investigate her accusations against a City employee, which would have revealed them to be false or unfounded, in violation of her duty of care as a Councilmember.
Councilmember Ortiz violated conflict of interest laws and misused public resources by using City property, her office at City Hall, to host meetings to discuss with a news reporter her personal claims for $2,000,000 against the City.
Councilmember Ortiz has created due process violations of the employment rights of City employees.
Councilmember Ortiz has participated in a pattern of retaliatory actions against City appointees and employees. Such retaliation not only violates employment law but also leads to decreased productivity and morale and potential attrition, which, in turn, affects the City’s public safety and operational capabilities. Councilmember Ortiz has engaged in slanderous commentary targeting City employees. This action exposes the City to potential liability and further tarnishes its public image, thereby impairing the City’s credibility with external stakeholders.
Councilmember Ortiz has disseminated illegally recorded confidential communications with City officials and is using those recordings to advance her person and political interests, has made repeated false and defamatory claims about other City officials and the City itself, and has used her official title and City insignias to advance and amplify those false claims. Councilmember Ortiz, while a political candidate, has falsely represented herself as a San Bernardino Police Department employee when she contacted the California Department of Justice to obtain information about a California Law Enforcement Telecommunications System (“CLETS”) inquiry.

In addition to admonishing Councilmember Ortiz for her inappropriate behavior, the Resolution also proposes to:
Remove Councilmember Ortiz from any appointed City offices, committee positions and assignments;
Make Councilmember Ortiz ineligible for the same committee positions for a

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period of ___ years;
Remove Councilmember Ortiz’s privilege of using a dedicated office in City Hall for a period of years; and
Ask Councilmember Ortiz to resign immediately from her elected office 2021-2025 Strategic Targets and Goals
N/A
Fiscal Impact
There is no fiscal impact to the city at this time.

Conclusion
It is recommended that the City Council decide whether to adopt a Resolution of Censure.

Attachments
Attachment 1 - Resolution No. 2026-035 Censure of Council Member Treasure Ortiz Attachment 2 – Notice of Censure

Ward:
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Resolution No. 2026-035

Resolution No. 2026-035
April 1, 2026

Page 1 of 10 ends

RESOLUTION NO. 2026-035

RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE

CITY OF SAN BERNARDINO, CALIFORNIA, CENSURING

COUNCILMEMBER TREASURE ORTIZ FOR CONDUCT

UNBECOMING OF AN ELECTED OFFICIAL
WHEREAS, the Mayor and City Council of the City of San Bernardino have a duty to the residents and employees of the City to ensure full compliance with the laws of the State of California, the City’s Municipal Code and Charter, and all applicable rules, regulations, and policies, and to uphold the highest standards of professionalism, integrity, and respect in the performance of their official duties; and

WHEREAS, the Mayor and City Council are expected to conduct themselves ethically, responsibly, and beyond reproach at all times while acting within the course and scope of their offices; and

WHEREAS, the City has adopted a Municipal Code, including Section 2.58.050(A), which affirms that residents and businesses are entitled to a fair, ethical, and accountable local government that earns and maintains the public’s confidence through integrity, openness, honesty, and transparency; and

WHEREAS, Section 2.58.050(B) of the Municipal Code further requires that the Mayor and City Council adhere to a code of conduct designed to assure public confidence in the integrity of local government, its effective operations, and fair treatment of all individuals; and

WHEREAS, Section 2.58.050(B)(1) of the Municipal Code provides that the “professional and personal conduct of the Mayor and City Council must be above reproach and avoid the appearance of impropriety. The Mayor and members of the City Council shall refrain from abusive conduct, personal or verbal attacks upon the character or motives of each other, the staff or the public”; and

WHEREAS, the City Council has identified conduct by Councilmember Ortiz that is inconsistent with the legal, ethical, and professional standards required of elected officials and therefore initiated a formal review of Councilmember Ortiz’s conduct. That conduct i ncludes illegally recording confidential communications with City officials and using those recordings to advance her personal and political interests; making repeated false and defamatory claims about other City officials and the City itself; and using her official title and City insignias to advance and amplify those false claims; and

WHEREAS, on April 1, 2026, pursuant to notice duly given to Councilmember Ortiz on March 24, 2026, the City Council held a hearing to consider possible censure of Councilmember Ortiz for such violation of legal, ethical, and professional standards; and

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April 1, 2026

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WHEREAS, at such hearing, the City Council duly considered the evidence and comments presented in support of the allegations for censure, the comments and response by Councilmember Ortiz, and comments by the public; and
WHEREAS, on August 15, 2024, Councilmember Ortiz, who was then a candidate for City Council, recorded a confidential conversation with San Bernardino Police Department (“SBPD”) Sergeant Jose Loera, President of the San Bernardino Police Officers Association, without his consent; and
WHEREAS, the evidence and statements presented show that Sergeant Loera did not know of, and did not consent to, any recording of the August 15, 2024 conversation; and

WHEREAS, the evidence and statements presented show that Sergeant Loera reasonably expected that the conversation was confidential and that it was confined to the parties to the conversation; and

WHEREAS, on August 29, 2024, Councilmember Ortiz, who was then a candidate for City Council, recorded a confidential conversation with SBPD Chief of Police Darren Goodman without his consent; and

WHEREAS, the evidence and statements presented show that Chief Goodman did not know of, and did not consent to, any recording of the August 29, 2024 conversation; and

WHEREAS, the evidence and statements presented show that Chief Goodman reasonably expected that the conversation was confidential and that it was confined to the parties to the conversation; and

WHEREAS, following an investigation, the San Bernardino County District Attorney’s Office filed criminal charges against Councilmember Ortiz arising from her August 15 and 29, 2024 conversations with Sergeant Loera and Chief Goodman, alleging that she unlawfully recorded confidential conversations in violation of California Pe nal Code section 632(a), as detailed in the Misdemeanor Complaint dated January 8, 2026, attached hereto and incorporated herein by this reference as Attachment 1; and

WHEREAS, since taking office, Councilmember Ortiz has used the above -referenced recordings to publicly and falsely discredit the City and members of the SBPD, including through public statements, a false and frivolous claim for $2,000,000 against the City, and a baseless federal civil action against the City and various City officials; and

WHEREAS, Councilmember Ortiz has used her official position as a councilmember, as well as City resources, seals, and insignias, in her private capacity to amplify and advance false claims that the City and SBPD acted illegally or dishonestly, and she did so for her personal political benefit; and

WHEREAS, nothing in state law or the City’s Charter guarantees to an elected Councilmember the assignment or use of a dedicated office space in City Hall; and

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WHEREAS, on April 16, 2025, in an office at San Bernardino City Hall that she was granted the privilege to use for work related to her duties as a Councilmember, Councilmember Ortiz authorized and participated in a news media interview for the purpose of promoting her false, personal claim against the City, thereby improperly using her official position, creating a clear conflict of interest, and misusing public resources; and WHEREAS, Councilmember Ortiz, beginning as a political candidate and continuing as a City Councilmember, has engaged in a pattern of deceptive and dishonest behavior that began before her election and has continued in office; and

WHEREAS, Councilmember Ortiz falsely claimed that an SBPD detective unlawfully accessed her confidential information through the California Law Enforcement Telecommunications System (“CLETS”) and disseminated that information to unauthorized individuals; and

WHEREAS, the evidence and statements presented show that SBPD personnel had a lawful basis to access Councilmember Ortiz’s CLETS criminal history information in March 2020 after she was identified as a suspect in an investigation involving reported threats to an elected official; and

WHEREAS, Councilmember Ortiz has falsely claimed that SBPD conducted a separate CLETS inquiry in 2019; and

WHEREAS, the evidence and statements presented show that SBPD personnel did not conduct a separate CLETS inquiry in 2019; and

WHEREAS, the evidence and statements presented further show that SBPD personnel did not release Councilmember Ortiz’s confidential criminal history information to any unauthorized individuals; and

WHEREAS, Councilmember Ortiz falsely stated that she has never been arrested; and

WHEREAS, the evidence and statements presented show that Councilmember Ortiz was arrested on June 22, 2006 by the San Bernardino County She riff’s Department and on March 7, 2015 by the Los Angeles Police Department; and

WHEREAS, Councilmember Ortiz falsely claimed there were no public records of her arrests and that her 2024 campaign opponent’s team fabricated an arrest record that was publicized during the election; and

WHEREAS, the evidence and statements presented show that an arrest record for “Tresure Ortiz” exists on a public website that includes accurate identifying information relating Councilmember Ortiz’s June 22, 2006 arrest; and

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WHEREAS, the evidence and statements presented also show that an arrest record relating to the March 7, 2015 arrest was previously available on a public website but was later removed after an online request was submitted by Councilmember Ortiz; and WHEREAS, the evidence and statements presented further show that Councilmember Ortiz used information provided by Chief Goodman to contact the California Department of Justice and falsely represented herself as an SBPD employee to obtain information about the CLETS inquiry; and
WHEREAS, Councilmember Ortiz’s conduct has brought disrepute upon the City, generated numerous public comments and complaints alleging corruption within the City and SBPD, and exposed the City to unnecessary costs and legal fees; and

WHEREAS, the City Council does not condone or approve of such conduct and finds it necessary to formally express its strong disapproval; and

WHEREAS, the City Council finds adoption of this Resolution necessary to affirm that such conduct will not be tolerated and to deter similar conduct in the future; and

WHEREAS, the City Council further finds it essential to demonstrate to the public that misconduct by elected officials will be addressed openly and transparently to protect and maintain public trust in local government.

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 City Council finds that Councilmember Ortiz, while a political candidate, unlawfully recorded confidential conversations with SBPD personnel and later, while in elected office as a Councilmember, used those recordings to promote false claims that the City and SBPD acted illegally or dishonestly, all for her personal political benefit, in violation of state law, the San Bernardino Municipal Code, and the San Bernardino City Charter.

SECTION 3. The City Council finds that this improper, unprofessional, and unacceptable conduct was undertaken solely by Councilmember Ortiz in her individual capacity, without authorization or ratification by the City Council, and in direct conflict with the legitimate public interests of the City.

SECTION 4. The City Council hereby censures Councilmember Ortiz for the conduct described herein and expresses its strongest disapproval and disavowal of such behavior.

SECTION 5. The City Council further finds that the conduct described herein was undertaken outside the course and scope of official duties as an elected representative of the City.

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April 1, 2026

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Accordingly, the City Council hereby imposes the following administrative measures, consistent with the City’s Municipal Code, City Charter, and all applicable laws, polices, and procedures:
(1) Councilmember Ortiz is hereby removed from her discretionary assignments for which she was appointed by the Mayor and City Council, specifically, the City’s Homeless Initiatives Ad-Hoc Subcommittee and the alternate for San Bernardino County Continuum of Care, San Bernardino County Central Valley Regional Steering Committee, and San Bernardino County Central Valley Network, for a temporary period of years, effective immediately upon adoption of this Resolution.

(2) In order to prevent future misuse of public resources for non-official purposes, such as a past instance of Councilmember Ortiz giving a news media interview conducted in an office at San Bernardino City Hall that she was given the privilege to use, for the purpose of promoting her frivolous claim against the City, and in order to protect City facilities and the integrity of City operations, Councilmember Ortiz’s privilege to use an assigned office at City Hall is hereby withdrawn for a temporary period of years, effective immediately upon adoption of this Resolution.

(3) The City Council hereby requests that Councilmember Ortiz voluntarily resigns from her elected seat, as continued service in an elected position, based upon her past conduct, is incompatible with the interests of the public and the effective governance of the City.

SECTION 6. The City Council admonishes Councilmember Ortiz to exercise caution, to cease and desist from any further misconduct, and to comply fully with all applicable laws, regulations, and City policies.

SECTION 7. The City Manager is hereby directed to notify the City Council immediately if Councilmember Ortiz engages in conduct proscribed by this Resolution.

SECTION 8. If similar unlawful, improper, or unprofessional conduct occurs in the future, the City Council will pursue any and all legal remedies available under the law to prevent or stop such conduct.

SECTION 9. The City Council reserves all rights to pursue any and all legal remedies available by law regarding conduct that has already occurred, including referring the matter to law enforcement for further investigation.

SECTION 10. 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 11. Effective Date. This Resolution shall become effective immediately upon adoption.

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April 1, 2026

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Approved and ADOPTED by the City Council and signed by the Mayor and attested by the City Clerk this 1st day of April, 2026.

Helen Tran, Mayor
City of San Bernardino

Attest:

Telicia Lopez, CMC, City Clerk
Approved as to form:

Sonia Carvalho, City Attorney

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Resolution No. 2026-035
April 1, 2026

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CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO) ss

CITY OF SAN BERNARDINO )

I, Telicia Lopez, CMC, City Clerk, hereby certify that the attached is a true copy of Resolution No. 2026-035, adopted at a regular meeting held on the 1st day of April 2026 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 2026.

Telicia Lopez, CMC, City Clerk

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Resolution No. 2026-035

Resolution No. 2026-035
April 1, 2026

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ATTACHMENT 1

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April 1, 2026

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'
• ·c:t

Electronically Flied
Superior Court of California
County of San Bernardino

SUPERIOR COURT OF CALIFORNIA, COUNTY OF SAN BERNARDINO

SAN BERNARDINO JUSTICE CENTER DISTRICT
01/08/2026
Gomez-Casillas, Michelle
Deputy Clerk of the Superior Court

THE PEOPLE OF THE STATE OF CALIFORNIA, )
)

Treasure Ortiz

vs.

Plaintiff

Defendant
)
)
)
) MISDEMEANOR COMPLAINT
) COURT CASE NOMBER:MSB26000177
) ) DA CASE NO 2026-00-0000627
)
)
)
)

The undersigned Is Informed and believes that:

COUNT1

On or about August 15, 2024, in the· above- named judicial district, the crime of EAVESDROPPING, in violation of PENAL CODE SECTION 632(a), a misdemeanor, was committed by Treasure Ortiz, who did intentionally and without the consent of all parties to a confidential communication, by means of an electronic amplifying and recording device, eavesdrop and record the confidential communication.
•••••
COUNT2
On or about August 29, 2024, in the above- named judicial district, the crime of EAVESDROPPING, in violation of PENAL CODE SECTION 632(a), a misdemeanor, was committed by Treasure Ortiz, who did Intentionally and without the consent of all parties to a confidential communication, by means of an electronic amplifying and recording device, eavesdrop and record the confidential communication.
•••••

Complaint DA CASE NO: 2026-00-0000627

Page 1 ends

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April 1, 2026

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'
...

* * * * *

NOTICE TO DEFENDANT AND DEFENDANT'S ATTORNEY
Pursuant to Penal Code Sections 1054.5.(b), the People are hereby informally requesting that defense counsel provide discovery to the People as required by Penal Code Section 1054.3.

NOTICE TO ATTORNEY
The materials accompanying this notice may include information about witnesses. If so, these materials are disclosed to you pursuant to Penal Code section 1054.2 which provides: "No attorney may disclose or permit to be disclosed to a defendant the address or telephone number of a victim or witness whose name is disclosed to the attorney pursuant to subdivision (a) of Section 1054.1 unless specifically permitted to do so by the court after a hearing and a showing of good cause."

I DECLARE UNDER PENALTY OF PERJURY THAT THE FOREGOING IS TRUE AND CORRECT AND THAT THIS COMPLAINT CONSISTS OF 2 COUNT{S).

Executed at San Bernardino, California, on January 08, 2026

Carlo DiCesare
Carlo DiCesare

DECLARANT AND COMPLAINANT

Agency: District Attorney B of I-SPG Prelim Est.

Defendant
Treasure Ortiz
Birth Date Booking No
1983-06-16
CII No.

A27487772
NCIC

Page2
Complaint DA CASE NO: 2026-00-0000627

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CITY OF SAN BERNARDINO

CITY COUNCIL MEETING
April 1, 2026 AT 5:00 P.M. AT THE
NORMAN F. FELDHEYM CENTRAL LIBRARY, LOCATED AT
555 WEST 6TH STREET, SAN BERNARDINO, CA 92410
NOTICE IS HEREBY GIVEN that at its regular meeting at 5:00 p.m., or shortly thereafter, the City Council of the City of San Bernardino will consider adopting a resolution of censure against Councilmember Ortiz for the actions referenced below.

1. Abrogated her duty of care as an elected official by levying serious allegations against a City employee that, upon prudent inquiry, would have readily been discredited. Such conduct critically undermines the confidence of the City's staff, and the public, in the City’s leadership, and has the potential to compromise the operational integrity of the San Bernardino Police Department and the City generally. Her conduct violates Section 2.58.050(B) of the City of San Bernardino Municipal Code.

2. Failing to be transparent about her previous arrests involving her physical assault of private individuals.

3. Engaging in public criticisms of public employees in an effort to embarrass and humiliate them, rather than utilize appropriate procedures to address perceived performance issues designed to protect the due process rights of public employees.

4. Filing a false tort claim and later filing a lawsuit against the City in violation of her duty of loyalty as a Councilmember to the City.

5. Failed to fully investigate her accusations against a City employee, which would have revealed them to be false or unfounded, in violation of her duty of care as a Councilmember.

6. Violated conflict of interest laws and misused public resources by using City property, her office at City Hall, to host meetings to discuss with a news reporter her personal claims for $2,000,000 against the City.

7. Participated in a pattern of retaliatory actions against City appointees and employees. Such retaliation not only violates employment law but also leads to decreased productivity and morale and potential attrition, which, in turn, affects the City’s public safety and operational capabilities.

8. Engaged in slanderous commentary targeting City employees. This action exposes the City to potential liability and further tarnishes its public image, thereby impairing the City’s credibility with external stakeholders.

9. Disseminated illegally recorded confidential communications with City officials and is using those recordings to advance her person and political interests, has made repeated false and defamatory claims about other City officials and the City itself, and has used her official title and City insignias to advance and amplify

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2 those false claims.

10. While a political candidate, has falsely represented herself as a San Bernardino Police Department employee when she contacted the California Department of Justice to obtain information about a California Law Enforcement Telecommunications System (“CLETS”) inquiry.

At the hearing, Councilmember Ortiz shall have an opportunity to be heard regarding the allegations, and may submit a written response in advance by 4:00 pm on Monday, March 30, 2026, so that copies may be made available to the public, in addition to, or in lieu of, speaking at the hearing if she so chooses. At the conclusion of the hearing, the City Council may take action to further direct legal counsel or adopt a resolution of censure of Councilmember Treasure Ortiz.

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CONSENT CALENDAR
City of San Bernardino
Request for Council Action
Date: April 1, 2026
To: Honorable Mayor and City Council Members
From: Telicia Lopez, City Clerk
Department: City Clerk
Subject: Approval of Various Mayor and City Council Meeting Minutes
Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the meeting minutes for the following dates:

1. October 27, 2022 Special Meeting Workshop Session

2. February 12, 2026 Special Meeting Draft Minutes

3. March 4, 2026 Regular Meeting Draft Minutes

4. March 6, 2026 Special Meeting Draft Minutes
Click or tap here to enter text.

Click or tap here to enter text.

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Draft Minutes
For the
Special Meeting of the Mayor and City Council
of the City of San Bernardino, Mayor and City Council of the City of San Bernardino Acting as the Successor Agency to the Redevelopment Agency, Mayor and City Council of the City of San Bernardino Acting as the Successor Housing Agency to the Redevelopment Agency, Mayor and City Council of the City of San Bernardino Acting as the Housing Authority, and Mayor and City Council of the City of San Bernardino Acting as the San Bernardino Joint Powers Financing Authority THURSDAY, OCTOBER 27, 2022
5:30 PM
The Special Meeting was called to order at 5:33 PM by Mayor John Valdivia, on Thursday, October 27, 2022, at Feldheym Central Library, San Bernardino, CA.

Call to Order
Attendee Name Title Status Arrived
Theodore Sanchez Council Member, Ward 1 Present
Sandra Ibarra Council Member, Ward 2 Late 5:38 PM
Juan Figueroa Mayor Pro-Tem, Ward 3 Present
Fred Shorett Council Member, Ward 4 Present
Ben Reynoso Council Member, Ward 5 Present.

Kimberly Calvin Council Member, Ward 6 Present
Damon L Alexander Council Member, Ward 7 Present
John Valdivia Mayor Present
Robert D. Field City Manager Present
Thomas Rice Assistant City Attorney Present
Genoveva Rocha City Clerk Present
City of San Bernardino
201 North E Street
San Bernardino, CA 92401
http://www.sbcity.org
Mayor Helen Tran
Council Members
Theodore Sanchez
Sandra Ibarra
Juan Figueroa
Fred Shorett
Ben Reynoso
Kimberly Calvin
Damon L. Alexander

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Workshop Draft Minutes October 27, 2022
Mayor and City Council of the City of San Bernardino Page 2 5:30 P.M.

INVOCATION AND PLEDGE OF ALLEGIANCE
Council Member Kimberly Calvin led the invocation and the Pledge of Allegiance to the Flag.

PUBLIC COMMENTS FOR ITEMS LISTED ON THE AGENDA
The public comments were taken after the presentation.

PRESENTATIONS

1. San Bernardino Homeless Workshop
City Manager, Robert Field, stated that the purpose of the workshop was for staff to introduce and discuss potential projects and programs available to the City of San Bernardino to address aspects of homelessness. He reported that staff’s primary concern was ensuring that the ongoing costs associated with some of the options presented were fully understood, acknowledged, and managed.

Assistant City Attorney Thomas Rice reported that there would be no formal action from the Council at the current meeting, but the staff was looking for direction from the Council.

Deputy Director of Housing and Homelessness Cassandra Searcy and Director of Community Housing and Economic Development Nathan Freeman gave a presentation on Homelessness in the City of San Bernardino and solutions to the Mayor and City Council to help navigate it. Highlights of the presentation included homeless data, key factors of the homeless population, including high rates of mental health issues, substance abuse, and lack of income, alongside rising costs to the city. Proposed solutions focused on the Homeless Management Information System, Potential Homekey projects, Navigation Center, and recuperative care centers supported by partnerships and multiple funding sources.

PUBLIC COMMENTS FOR ITEMS LISTED ON THE AGENDA
At this time, Mayor Valdivia moved to public comments.

Treasure Ortiz stated that she appreciated the thorough presentation but emphasized that the City needed to take action. She suggested that the City declare a state of emergency regarding homelessness.

Brenda Flanagan shared that she was being evicted without notice from her building and that a San Bernardino drug program changed her life.

Cheryl Brown discussed that San Bernardino was very different from when she arrived.

She suggested that the City contact Rob Bonta to request an investigation into alleged

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Workshop Draft Minutes October 27, 2022
Mayor and City Council of the City of San Bernardino Page 3 fraud in San Bernardino. She also recommended that the City work with local churches to address homelessness.

Samuel Castro commended the City for holding the workshop and focusing on solutions to homelessness beyond increased policing. He encouraged the City to take action.

Jim Penman commented that the City must do better. He stated that he was impressed by Cassandra Searcy’s presentation and stated that the School of Hope location was a great choice.

Desiree Sanchez, Senior Policy Advocate for the American Civil Liberties Union of Southern California, stated that the ACLU looked forward to helping citizens understand their civil rights if the City continued to raid individuals living outdoors. She added that the organization would work with community groups to educate the Council, landlords, and San Bernardino residents about discriminatory policies.

Yolanda Brown shared that Katrina Smith, who had been homeless for over 18 months while raising her grandchildren, attended the workshop and appreciated the presentation. She urged the City Council to take action on the solutions presented to address homelessness and housing in San Bernardino.

At this time, the Council Members asked questions and provided their comments.

Mayor Valdivia commended staff for their presentation and called for bold City action on homelessness, urging County participation and prioritizing residents in housing programs.

He emphasized standard review for Home Key projects, the importance of strategic partnerships and funding, being “shovel-ready” for state resources, and better collaboration with the County’s Clarity program. He also highlighted the need for expanded outreach services and reaffirmed support for the proposed wellness center on 6th Street.

Council Member Reynoso asked whether the County needed to declare a state of emergency before the City could do so. Deputy Director Searcy responded that a state of emergency would be necessary for shelters and housing due to zoning restrictions and noted that the City would need to streamline the process for building safe, affordable units, with further research required before presenting it to the Council.

Council Member Ibarra raised concerns about institutions preying on the homeless and urged the Council to address the issue. She supported Deputy Director Searcy’s presentation, advocated for tracking where homeless community members were from, and noted that some cities were sending their homeless to San Bernardino. She mentioned the 7th Day Adventist Church’s interest in building a wellness center and asked whether the Lutheran Social Services HomeKey project would house families.

Deputy Director Searcy responded that it would house men, or men with children, meeting a significant need, given the higher number of homeless men.

Council Member Calvin asked about the Housing Element plan, homeless seniors, and outreach needs. Deputy Director Searcy confirmed communication with the school

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Workshop Draft Minutes October 27, 2022
Mayor and City Council of the City of San Bernardino Page 4 district regarding land, reported that seniors were the fourth largest homeless age group, and stated that 10 to12 outreach staff would be needed. Director Nathan Freeman noted plan delays, with a draft expected by year-end and adoption in early 2023, and Searcy added that the County’s recent $15 million funding could only support new homeless projects.

Council Member Alexander requested that the inventory system track homeless individuals brought to San Bernardino from other cities, echoing Council Member Ibarra’s concern and noting accountability for those cities. He raised the need for policing at proposed centers, which Deputy Director Searcy confirmed would have adequate security. Alexander also asked why city-owned buildings were not used for transitional housing; Searcy reported none were viable. He expressed concern that standard planning requirements could slow projects, and City Manager Robert Field stated the City could move quickly to complete them.

Council Member Shorett supported declaring a State of Emergency on homelessness, commended Deputy Director Searcy’s presentation, and stated that the City was on the right track.

Council Member Calvin reiterated the need to address slumlords within the community as part of addressing homelessness.

Mayor Valdivia confirmed directions to staff to proceed and return to the Council with developments and a more holistic plan.

ADJOURNMENT
The meeting of the Mayor and City Council was adjourned on Thursday, October 27, 2022, at 7:47 PM.

The next joint regular meeting of the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency will be held on Wednesday, November 2, 2022, at the Feldheym Central Library located at 555 West 6th Street, San Bernardino, California 92401. Closed Session will begin at 5:30 PM, and Open Session will begin at 7:00 PM.

Telicia Lopez, CMC
City Clerk

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City of San Bernardino
201 North E Street
San Bernardino, CA 92401
http://www.sbcity.org

Draft Minutes

FOR THE

SPECIAL MEETING OF THE MAYOR AND CITY COUNCIL

OF THE CITY OF SAN BERNARDINO, MAYOR AND CITY COUNCIL OF THE CITY OF SAN

BERNARDINO ACTING AS THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY, MAYOR

AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO ACTING AS THE SUCCESSOR HOUSING

AGENCY TO THE REDEVELOPMENT AGENCY, MAYOR AND CITY COUNCIL OF THE CITY OF SAN

BERNARDINO ACTING AS THE HOUSING AUTHORITY, AND MAYOR AND CITY COUNCIL OF THE

CITY OF SAN BERNARDINO ACTING AS THE SAN BERNARDINO JOINT POWERS FINANCING

AUTHORITY

THURSDAY, FEBRUARY 12, 2026
3:00 PM

The Special Meeting of the Mayor and City Council of the City of San Bernardino was called to order at 3:02 PM by Mayor Helen Tran on Thursday, February 12, 2026, at Feldheym Central Library, San Bernardino, CA.

CALL TO ORDER

Attendee Name Title Status Arrived
Theodore Sanchez Council Member, Ward 1 Present
Sandra Ibarra Council Member, Ward 2 Late 3:05 PM
Juan Figueroa Mayor Pro-Tem, Ward 3 Present
Fred Shorett Council Member, Ward 4 Present
Kim Knaus Council Member, Ward 5 Late 3:04 PM
Mario Flores Council Member, Ward 6 Present
Dr. Treasure Ortiz Council Member, Ward 7 Present
Helen Tran Mayor Present
Eric Levitt City Manager Present
Albert Maldonado Deputy City Attorney Present
Telicia Lopez City Clerk Present
Perla Lopez Chief Deputy City Clerk Present

Mayor Helen Tran
Council Members
Theodore Sanchez
Sandra Ibarra
Juan Figueroa
Fred Shorett
Kim Knaus
Mario Flores
Dr. Treasure Ortiz

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Special Meeting Draft Minutes February 12, 2026
Mayor and City Council of the City of San Bernardino Page 2 3:00 PM

INVOCATION AND PLEDGE OF ALLEGIANCE
Council Member Mario Flores led the Pledge of Allegiance to the Flag.

PUBLIC COMMENTS FOR ITEMS LISTED ON THE AGENDA

Tim Prince criticized the Council’s priorities and urged them to focus on addressing the city’s issues.

Christian Shaughnessy, a Ward 2 candidate, expressed support for Councilmember Treasure Ortiz, praising her leadership and commitment to transparency while criticizing City officials.

Ron Alvarado, a Ward 1 candidate, criticized the Council for failing to address key city issues and called for transparency regarding alleged recordings, while expressing support for Councilmember Treasure Ortiz and raising concerns about accountability among City officials.

John Schollenberger urged that statements from a federal complaint be entered into the public record, alleged misconduct by City officials, and called for transparency, including the release of recordings and administrative action.

Kimberly Calvin criticized City officials’ integrity and accountability, alleged misconduct and false claims, and expressed concerns about governance and transparency.

Jim Smith criticized the Council for holding a special meeting on personnel matters rather than on city issues and questioned certain members’ leadership and reelection efforts.

Council Member Ortiz announced that she would be recusing herself from Closed Session, due to being the subject of the items listed in Closed Session.

CLOSED SESSION

A. CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION (Pursuant to Government Code Section 54956.9(a) and (d)(1):

Treasure Ortiz v. City of San Bernardino, et al , United States District Court Case No. 2:25-cv-10650
B. CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION – INITIATION OF LITIGATION (Pursuant to Government Code Section 54956.9(d)(4): 1 Case

CLOSED SESSION REPORT
Deputy City Attorney Albert Maldonado stated there were two items discussed, but no reportable action from Closed Session.

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Special Meeting Draft Minutes February 12, 2026
Mayor and City Council of the City of San Bernardino Page 3

ADJOURNMENT
The meeting of the Mayor and City Council was adjourned on Thursday, February 12, 2026, at 4:31 p.m.

The next joint regular meeting of the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency will be held on Wednesday, February 18, 2026, at the Feldheym Central Library located at 555 West 6th Street, San Bernardino, California 92410. Closed Session will begin at 4:00 p.m. , and Open Session will begin at 5:00 p.m.

Telicia Lopez, CMC
City Clerk

Packet Page. 72

City of San Bernardino
201 North E Street
San Bernardino, CA 92401
http://www.sbcity.org

Draft Minutes

FOR THE

REGULAR MEETING OF THE MAYOR AND CITY COUNCIL

OF THE CITY OF SAN BERNARDINO, MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO ACTING AS THE

SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY, MAYOR AND CITY COUNCIL OF THE CITY OF SAN

BERNARDINO ACTING AS THE SUCCESSOR HOUSING AGENCY TO THE REDEVELOPMENT AGENCY, MAYOR AND

CITY COUNCIL OF THE CITY OF SAN BERNARDINO ACTING AS THE HOUSING AUTHORITY, AND MAYOR AND CITY

COUNCIL OF THE CITY OF SAN BERNARDINO ACTING AS THE SAN BERNARDINO JOINT POWERS FINANCING

AUTHORITY

WEDNESDAY, MARCH 4, 2026
3:30 PM

The Regular Meeting of the Mayor and City Council of the City of San Bernardino was called to order at 3: 30 PM by Mayor Helen Tran on Wednesday, March 4 , 2026 , at Feldheym Central Library, San Bernardino, CA.

CALL TO ORDER
Attendee Name Title Status Arrived
Theodore Sanchez Council Member, Ward 1 Present
Sandra Ibarra Council Member, Ward 2 Late 3:32 PM
Juan Figueroa Council Member, Ward 3 Late 3:32 PM
Fred Shorett Council Member, Ward 4 Present
Kim Knaus Mayor Pro-Tem, Ward 5 Present
Mario Flores Council Member, Ward 6 Present
Dr. Treasure Ortiz Council Member, Ward 7 Present
Helen Tran Mayor Present
Eric Levitt City Manager Present
Albert Maldonado Deputy City Attorney Present
Telicia Lopez City Clerk Present
Perla Lopez Chief Deputy City Clerk Absent

Mayor Helen Tran
Council Members
Theodore Sanchez
Sandra Ibarra
Juan Figueroa
Fred Shorett
Kim Knaus
Mario Flores
Dr. Treasure Ortiz

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Regular Meeting Draft Minutes March 4, 2026
Mayor and City Council of the City of San Bernardino Page 2 3:30 P.M.

CLOSED SESSION PUBLIC COMMENT
Barbara Sky spoke in support of reviewing the City Attorney and questioned why the firm was selected and retained. She also raised concerns about potential conflicts of interest related to the city’s bankruptcy period.

Prior to convening in Closed Session, Deputy City Attorney Albert Maldonado announced that Item B was regarding Mandeville.

CLOSED SESSION
A) CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION (Pursuant to Government Code Section 54956.9(a) and (d)(1):
i.) Justin Ramirez v. City of San Bernardino, San Bernardino Superior Court Case No. CIVSB2419803
B) CONFERENCE WITH LEGAL COUNSEL - Anticipated Litigation - Significant Exposure to Litigation (Pursuant to Government Code Section 54956.9(d)(2)(1): (1) Case C) CONFERENCE WITH LEGAL COUNSEL with Legal Counsel - Anticipated Litigation - Significant Exposure to Litigation (Pursuant to Government Code Section 54956.9(d)(2)):
i.) Notice of Claim, Asusena Soren, dated July 21, 2025, Amended Claim filed August 5, 2025, Claim No. GHC0086369
D) PUBLIC EMPLOYEE PERFORMANCE EVALUATION (Pursuant to Government Code Section 54957)
Title: City Manager
E) PUBLIC EMPLOYEE PERFORMANCE EVALUATION PROCESS (Pursuant to Government Code Section 54957) (Criteria, Timing, Goal Setting, and Other Preliminary Matters)
Titles: City Clerk, City Attorney
5:00 PM
The Regular Meeting of the Mayor and City Council of the City of San Bernardino was called to order at 5: 06 PM by Mayor Tran on Wednesday, March 4 , 2026, at Feldheym Central Library, San Bernardino, CA.

Attendee Name Title Status Arrived
Theodore Sanchez Council Member, Ward 1 Present
Sandra Ibarra Council Member, Ward 2 Present
Juan Figueroa Council Member, Ward 3 Present
Fred Shorett Council Member, Ward 4 Present
Kim Knaus Mayor Pro-Tem, Ward 5 Present
Mario Flores Council Member, Ward 6 Present
Dr. Treasure Ortiz Council Member, Ward 7 Present
Helen Tran Mayor Present
Eric Levitt City Manager Present
Albert Maldonado Deputy City Attorney Present
Telicia Lopez City Clerk Present
Perla Lopez Chief Deputy City Clerk Present

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Regular Meeting Draft Minutes March 4, 2026
Mayor and City Council of the City of San Bernardino Page 3

INVOCATION AND PLEDGE OF ALLEGIANCE
Pastor Paul E. Jones from Independent Trinity led the invocation, and Mayor Pro-Tem Knaus led the Pledge of Allegiance to the Flag.

CLOSED SESSION REPORT
Deputy City Attorney Albert Maldonado reported on Item A ) Justin Ramirez v. City of San Bernardino, the Council unanimously voted to settle the case for $190,000.

Deputy City Attorney Maldonado also reported that the City Manager's evaluation was routine per the City Manager’s Contract.

PUBLIC COMMENTS FOR AGENDA ITEM NO. 1 ONLY
There were no public comments for Agenda Item No. 1.

CONSENT CALENDAR - ONE ITEM ONLY

1. Adopt Resolution No. 2026-017 Authorizing the City Manager to Execute an Agreement for the Acceptance of $100,000 from the San Bernardino County Board of Supervisors to Assist the San Bernardino Police Department with the Purchase of a Tactical Robot (All Wards)
Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, adopt Resolution No. 2026-017 authorizing:

1. The City Manager to execute an agreement with the County of San Bernardino for the acceptance of $100,000 from the San Bernardino County Board of Supervisors to assist the San Bernardino Police Department with the purchase of a Robotic Police K9 and;

2. The Director of Finance and Management Services to amend the applicable fiscal year operating budget in the amount of $100,000 in both revenue and expenditures.

RESULT: A DOPTED RESOLUTION NO. 2026-017 [7-0]
MOVER: Juan Figueroa, Council Member, Ward 3
SECONDER: Theodore Sanchez, Council Member, Ward 1
AYES: Sanchez, Ibarra, Figueroa, Shorett, Knaus, Flores, Ortiz NOES: None

PRESENTATIONS

2. Vice Chair & 5th District Supervisor Joe Baca, Jr. (San Bernardino County) Check Presentation: $100,000 To Assist The San Bernardino Police Department With The Purchase Of A Tactical Robot (All Wards)

Vice Chair & 5
th District Supervisor Joe Baca Jr. presented the check to the Mayor and City Council.

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Regular Meeting Draft Minutes March 4, 2026
Mayor and City Council of the City of San Bernardino Page 4

PUBLIC HEARING

3. Substantial Amendment Number One to the Fiscal Year 2025-2026 Annual Action Plan, Allocating Community Development Block Grant (CDBG) and CDBG Cares Act (CDBG -CV) Funds from previous years to the SB HOPE Campus (All Wards) p.40
Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, adopt Resolution No. 2026-015 and:

1. Conduct a Public Hearing to obtain citizens’ comments on the proposed Substantial Amendment Number One to the Fiscal Year (FY) 2025- 2026 Annual Action Plan (AAP); and

2. Approve the Substantial Amendment Number One to the Fiscal Year 2025-2026 Annual Action Plan to increase funding for the SB HOPE Campus by $1,979,926.86; and

3. Authorize the City Manager or designee to take any further actions and execute any further agreements or documents, as necessary, to effectuate the submittal of the proposed Substantial Amendment Number One to the Fiscal Year 2025-2026 Annual Action Plan to HUD; and

4. Authorize the Director of Finance and Management Services to amend the Fiscal Year (FY) 2025–2026 Budget in accordance with the approved Substantial Amendment, allocating a total of $1,979,926.86 from prior-year unspent CDBG funds, including: $64,627.53 from FY 2021– 2022, $305,884.60 from FY 2022–2023, $185,642.91 from FY 2023–2024, $58,392.47 from FY 2024–2025, $92,574.29 from FY 2025–2026, and $1,272,805.06 from CDBG-CV FY 2020–2021; and

5. Authorize the Director of Finance and Management Services to amend the Fiscal Year 2025–2026 Budget to reflect a technical correction revising CDBG (FUND 119) unearned revenues to $6,417,546.41 and CDBG -CV (FUND 131 & 139 cumulatively) unearned revenues to $2,163,968.63.

Mayor Tran opened the public hearing at 5:15 p.m.

There was a consensus amongst the City Council to forego the presentation.

At this time, public comments for the public hearing were heard.

Dorothy Navarez asked about oversight for funds to the navigation center and requested quarterly updates on how the money is spent.

Ron Alvarado spoke in support of reallocating funds to the Hope Campus project and urged strong oversight and accountability of the nearly $2 million investment.

Luis Ojeda criticized the City for delaying the use of funds and urged improved leadership, planning, and accountability.

Mayor Tran closed the public hearing at 5:23 p.m.

Council Member Ortiz acknowledged that the funds had been unused for years and supported reallocating them to the Hope Campus with oversight . S taff explained the delay in allocation was due in part to prior staffing shortages and HUD funding requirements.

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Regular Meeting Draft Minutes March 4, 2026
Mayor and City Council of the City of San Bernardino Page 5 RESULT: A DOPTED RESOLUTION NO. 2026-015 [7-0]
MOVER: Sandra Ibarra, Council Member, Ward 2
SECONDER: Treasure Ortiz, Council Member, Ward 7
AYES: Sanchez, Ibarra, Figueroa, Shorett, Knaus, Flores, Ortiz NOES: None

CITY MANAGER UPDATE
City Manager Eric Levitt provided the City Manager Update. Highlights included upcoming Caltrans emergency ramp closures affecting traffic, the City’s recognition as a Tree City USA, expanded weekend code enforcement, fire service updates, transportation improvements, proposed county purchase of a senior housing complex, and the library’s youth reading program partnership with In-N-Out.

PUBLIC COMMENTS FOR ITEMS LISTED AND NOT LISTED ON THE AGENDA At this time, public comments were heard. Mayor Tran announced each speaker would be limited to one minute and thirty seconds per comment, instead of three minutes, in accordance with Resolution No. 2018-89.

C
ouncil Member Sanchez made a motion to allow three minutes for each speaker; t
he motion was seconded by Council Member Ibarra.

RESULT: PUBLIC COMMENTS TO BE THREE MINUTES EACH [7-0]
MOVER: Theodore Sanchez, Council Member, Ward 1
SECONDER: Sandra Ibarra, Council Member, Ward 2
AYES: Sanchez, Ibarra, Figueroa, Shorett, Knaus, Flores, Ortiz NOES: None

Brandi Collato, President and CEO of YMCA East Valley, expressed support for a long- term lease for the San Bernardino YMCA, emphasizing the need for stability to secure funding for facility improvements and expanded programs.

Barbara Sky criticized the City Attorney and upper police management, citing alleged mistreatment of whistleblowers and misuse of authority.

Luis Ojeda thanked city departments for addressing illegal dumping, urged transparency on Flock camera reports, and supported providing the police with technology to improve public safety.

Al Palazzo shared a historical overview of local businesses and neighborhoods while proposing plans to create jobs in San Bernardino.

Carmen Gallegos raised safety concerns about unsafe car and bike activity near children and praised the city for clearing homeless camps.

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Mayor and City Council of the City of San Bernardino Page 6 The following speakers expressed support for Items 17 and 18, urging the City Council to adopt measures that promote transparency, protect constitutional rights, and strengthen trust between immigrant communities and local government. Several speakers also raised concerns about immigration enforcement, surveillance technologies, and the impacts of ICE activity on families, public safety, and community well-being.

Lucia Aguilar Maria Arrellani Iris Arteaga Howard Davis Natalia Saca Miriam Lara Christopher
Vazquez
Cassandra Solis
Luz Ledezma MaCarmen
Gonzalez
Daisy Zavaleta Russell Jauregui
Fatima Moreida Veronica Roman Edith Roman Mariela Jaquez Maria Hernandez Beira Orrellana Emilio Amaya Janelle Martin Antonis Chistodoulu

Christian Shaughnessy, second ward candidate, emphasized his experience helping residents, criticized current leadership for lack of transparency, accountability, and collaboration, and pledged to restore integrity, open government, and community - focused leadership.

Ronaldo Alvarado, first ward candidate, spoke against the misuse of special meetings to intimidate critics, highlighted alleged Brown Act violations, and expressed support for transparency.

Angel Huerta Jr. criticized the piling up of empty cargo containers, calling them a nuisance, and urged the city to scrap or return them.

Julio Marroquin shared his experience as an immigrant and urged the council to make communities safer.

Daniel Vega praised the police department and Chief Goodman for improved public safety, proactive policing, and cleanup efforts near California State University San Bernardino.

Kentae Isiah spoke about police accountability and police brutality , sharing about his cousin’s death at the hands of a San Bernardino County Sheriff gang task unit.

Luis Avila raised concerns about high impound and towing fees affecting working- class residents and requested reductions to release, storage, and lien fees, renegotiation with towing companies, and a full audit of Hayes Towing.

Tyesha Moody shared that her son was killed by San Bernardino County Sheriff officers and described not receiving answers, documentation, or communication from authorities.

Mykayla Brown, a San Bernardino County resident, spoke about her brother, who was shot and killed at age 23, and demanded justice for him.

Oscar Rostollan shared his positive experience in San Bernardino, praised improvements in public safety, and thanked the city and police leadership.

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Mayor and City Council of the City of San Bernardino Page 7 Edwin Delgado, representing the vice chair of the County Board of Supervisor highlighted support for police K9s and fire station expansion to improve public safety and emergency response.

Andy Fuentes, a resident of the seventh ward, criticized ICE activities and the lack of community protection and called for elected officials committed to fighting corruption and supporting the community.

Maelena Enriquez, president of San Bernardino Young Democrats, criticized the council for failing young people on housing and called for a focus on jobs, accountability, and affordable housing.

Jonathan Bautista highlighted positive city initiatives, thanked council members and police for community efforts, and encouraged civic engagement to improve San Bernardino.

Angel Lira urged the council to create a day labor er center to protect workers and prevent deportations.

Mariam Nieto urged the council to adopt items 17 and 18, criticized Flock cameras, and called for equitable funding and resources for community services beyond policing.

Mary Valdemar spoke on concerns about community fear related to law enforcement and opposed increased surveillance technologies.

Josiah Batista offered a prayer for the city and community.

Dolores Armstead raised concerns about city leadership, economic development, and financial accountability.

Dorthy Nevarez acknowledged some improvements but raised concerns about police staffing, homelessness services, and council transparency.

Kimberly Calvin called for greater transparency, accountability, and attention to homelessness.

Ester Gonzalez opposed certain agenda items and raised concerns about policing, surveillance, and housing affordability.

Ivan Garcia expressed support for the police department and noted reductions in crime.

Les raised concerns about city governance, requested a financial audit, and commented on police resources.

Donis K. shared her international experiences and credited San Bernardino and the IB program at Cajon High School for shaping her opportunities, encouraging the community to focus on vision and progress for the city.

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Regular Meeting Draft Minutes March 4, 2026
Mayor and City Council of the City of San Bernardino Page 8 The following speakers opposed the city’s contract with Flock Safety System , citing privacy violations and the harmful impact of surveillance on immigrant communities.

They urged the council to redirect resources toward community investments such as day labor centers, parks, schools, street lighting, and enforcement of state laws protecting residents from ICE-related abuses.

Brenda Huerta Alberto Hernandez Rosario Quiroz Martin Vilchis Ana Solorzano Jose Solorzano Rosa Reyes Elsa Hernandez
Betzaida Alex Beltran

City Clerk Telicia Lopez advised that written comments were also received and would be available on the City’s website for public view.

The meeting recessed at 8:04 p.m. and reconvened at 8:14 p.m.

CONSENT CALENDAR
Items on the Consent Calendar are considered routine and are voted on in a single motion unless a council or staff member has pulled the item for more discussion.

RESULT: APPROVED THE CONSENT CALENDAR [7-0]
MOVER: Fred Shorett, Council Member, Ward 4
SECONDER: Theodore Sanchez, Council Member, Ward 1
AYES: Sanchez, Ibarra, Figueroa, Shorett, Knaus, Flores, Ortiz NOES: None

4. Authorize a Goods Purchase Agreement with Midwest Veterinary Supply in an amount not to exceed $500,000 annually (All Wards) p. 94 Recommendation:

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

1. Authorize the City Manager to execute a Goods Purchase Agreement with Midwest Veterinary Supply; and

2. Authorize the Director of Finance to issue a purchase order to Midwest Veterinary Supply in an amount not to exceed $500,000 annually.

RESULT: A PPROVED STAFF’S RECOMMENDATION [7-0]
MOVER: Fred Shorett, Council Member, Ward 4
SECONDER: Theodore Sanchez, Council Member, Ward 1
AYES: Sanchez, Ibarra, Figueroa, Shorett, Knaus, Flores, Ortiz NOES: None

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Mayor and City Council of the City of San Bernardino Page 9

5. Approval of Various Mayor and City Council Meeting Minutes Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the meeting minutes for the following dates:

1. October 19, 2022 Special Meeting Draft Minutes

2. January 15, 2026 Special Meeting Draft Minutes

3. January 21, 2026 Regular Meeting Draft Minutes

RESULT: APPROVED STAFF’S RECOMMENDATION [7-0]
MOVER: Fred Shorett, Council Member, Ward 4
SECONDER: Theodore Sanchez, Council Member, Ward 1
AYES: Sanchez, Ibarra, Figueroa, Shorett, Knaus, Flores, Ortiz NOES: None

6. Accept State Funds for Seccombe Lake Park Rehabilitation Project Administered by the California Natural Resources Agency (Ward 1) Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, adopt Resolution 2026-016, which supersedes the previously adopted Resolution No. 2024-135 for the purpose of reallocating grant funds:

1. Authorizing the City Manager or his designee to accept state funds administered through the California Natural Resources Agency for the Seccombe Lake Park Rehabilitation Project in the amount of $5,000,000; and

2. Authorizing the City Manager or his designee to conduct all negotiations, signing, and submittals of necessary documents to receive the awarded funds.

3. Authorize the Director of Finance & Management Services to reallocate $5,000,000 from the Park Land Replacement Project to the Seccombe Lake Park Rehabilitation Project.

RESULT: A DOPTED RESOLUTION NO. 2026-016 [7-0]
MOVER: Fred Shorett, Council Member, Ward 4
SECONDER: Theodore Sanchez, Council Member, Ward 1
AYES: Sanchez, Ibarra, Figueroa, Shorett, Knaus, Flores, Ortiz NOES: None

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Mayor and City Council of the City of San Bernardino Page 10

7. Approval of the award for Financial Auditing Services to Eadie Payne LLP, in the Amount of $542,860 to Audit Financial Statements for Fiscal Years Ending June 30, 2026, through June 30, 2030, with the Option of Auditing the City’s Financials for Two Subsequent Years (All Wards) Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the professional services agreement with Eadie Payne LLP for financial auditing services in the amount of $542,860 for fiscal years ending June 30, 2026, through June 30, 2030, with the option of auditing the City’s financial statements for two subsequent years (through June 30, 2032).

8. Approve Amendment No. 1 to the Professional Services Agreement with Hinderliter, De Llamas & Associates for Sales and Use Transaction Tax Auditing Services, Including Measure S District Tax, Extending the Term Through June 30, 2030, Increasing the Not -to-Exceed Amount by $250,000 for a New Total Contract Amount Not to Exceed $275,500 (All Wards) Recommendation:

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

1. Approve Amendment No. 1 to the Professional Services Agreement with Hinderliter, De Llamas & Associates for Professional Auditing Services related to the City's Sales and Use Transaction Tax, including the Measure S District Tax, extending the agreement term through June 30, 2030; and

2. Increase the original contract not -to-exceed amount by $250,000, resulting in a new total contract amount not to exceed $275,500; and Authorize the City Manager or designee to execute the amendment.

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Mayor and City Council of the City of San Bernardino Page 11

9. Ratify the No -Cost Extension Amendment No. 2 to the Agreement with the Board of State Community Corrections (BSCC) for the California Violence Intervention Program Cycle 4 Grant (Cal VIP 4) (All Wards) p. 226 Recommendation:

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

1. Ratify the No-Cost Extension Amendment No. 2 to the Agreement with the Board of State Community Corrections (BSCC) for the California Violence Intervention Program Cycle 4 Grant; and

2. Authorize the City Manager, or designee, to take any further actions to execute amendments or documents as necessary, including minor and substantive changes, after review by the City Attorney, as necessary to effectuate the implementation of the community violence intervention program services with Subrecipients Young Visionaries Youth Leadership Academy and Operation New Hope.

10. Annual Renewal Of The City's Property Insurance For FY 2026/27 In An Amount Not To Exceed $2,540,000 (All Wards)
Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the annual renewal of the City’s property insurance for a premium not to exceed $2,540,000 for the term beginning April 1, 2026, and ending March 31, 2027; and authorizing the City Manager to execute all related documentation.

RESULT: APPROVED STAFF’S RECOMMENDATION [7-0]
MOVER: Fred Shorett, Council Member, Ward 4
SECONDER: Theodore Sanchez, Council Member, Ward 1
AYES: Sanchez, Ibarra, Figueroa, Shorett, Knaus, Flores, Ortiz NOES: None

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Mayor and City Council of the City of San Bernardino Page 12

11. Amendment No. 1 to Goods Purchase Agreement with Long Beach BMW Motorcycles to Increase the Not to Exceed Amount to $162,809.80 (All Wards)
Recommendation:

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

1. Authorize the City Manager to execute the first amendment to the Goods Purchase Agreement with Long Beach BMW Motorcycles, increasing the total purchase amount from $77,218.00 to $162,809.80.

2. Authorize the Director of Finance and Management Services to increase the existing purchase order from $77,218.00 to $162,809.80.

RESULT: APPROVED STAFF’S RECOMMENDATION [7-0]
MOVER: Fred Shorett, Council Member, Ward 4
SECONDER: Theodore Sanchez, Council Member, Ward 1
AYES: Sanchez, Ibarra, Figueroa, Shorett, Knaus, Flores, Ortiz NOES: None

12. Memorandum of Understanding with Riverside Urban Area Security Initiative (All Wards)
Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, adopt Resolution No. 2026-018 authorizing:

1. The City Manager to enter a Regional Training and Equipment Memorandum of Understanding with the City of Riverside regarding Urban Area Security Initiative Grant funding for Federal Fiscal Year 2023; and

2. Authorizing the City Manager or their designee to conduct all negotiations, signings, and submitting documents to the necessary.

RESULT: A DOPTED RESOLUTION NO. 2026-018 [7-0]
MOVER: Fred Shorett, Council Member, Ward 4
SECONDER: Theodore Sanchez, Council Member, Ward 1
AYES: Sanchez, Ibarra, Figueroa, Shorett, Knaus, Flores, Ortiz NOES: None

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Regular Meeting Draft Minutes March 4, 2026
Mayor and City Council of the City of San Bernardino Page 13

13. Approve Amendment No. 3 to the Design Services Agreement with RHA Landscape Architects – Planners Inc. For The Seccombe Lake Park Revitalization Project for $342,790 and Approve Additional Contingencies in the Amount of $35,000 for a Total Increase of $377,790. (Ward 1) Recommendation:

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

1. Approve Amendment No. 3 to the Professional Design Services Agreement with RHA Landscape Architects – Planners Inc. for the Seccombe Lake Park Revitalization Project (Project) in the amount of $377,790, increasing the total not to exceed amount to $968,645, and extending the term through December 31, 2027; and

2. Authorize the City Manager or designee to execute all documents with RHA Landscape Architects – Planners Inc.

3. Authorize the City Manager or designee to expend the contingency fund, if necessary, to complete the project.

DISCUSSION

14. Authorization to Proceed with Lease Renewal Negotiations with the YMCA of the East Valley for 808 E. 21st Street (Ward 2)
Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, authorize the City Manager to proceed with lease renewal negotiations with the YMCA of the East Valley for the property located at 808 E. 21st Street.

There was a consensus amongst the City Council to forego the presentation.

RESULT: A PPROVED STAFF’S RECOMMENDATION [7-0]
MOVER: Sandra Ibarra, Council Member, Ward 2
SECONDER: Theodore Sanchez, Council Member, Ward 1
AYES: Sanchez, Ibarra, Figueroa, Shorett, Knaus, Flores, Ortiz NOES: None

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Mayor and City Council of the City of San Bernardino Page 14

15. Designation of One or More Alternate Voting Delegates for the SCAG 2026 Regional Conference and General Assembly in Palm Desert, CA May 7- 8, 2026 (All Wards)
Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the selection of one or more alternate voting delegates for the Southern California Association of Governments (SCAG) 2026 Regional Conference and General Assembly, scheduled for May 7– 8, 2026, at the JW Marriott Desert Springs Resort & Spa in Palm Desert, California.

There was a motion by Council Member Ortiz to select herself as the alternate voting delegate, and Mayor Pro-Tem Knaus seconded the motion.

RESULT: APPROVED COUNCIL MEMBER ORTIZ AS THE ALTERNATE
VOTING DELEGATE FOR SCAG [7-0]
MOVER: Tresure Ortiz, Council Member, Ward 7
SECONDER: Kim Knaus, Council Member, Ward 5
AYES: Sanchez, Ibarra, Figueroa, Shorett, Knaus, Flores, Ortiz NOES: None

Council Member Flores left the dais at 8:28 p.m.

16. Authorize Staff to Begin Statutory Due Diligence for San Bernardino County Fire – Firehouse 222 Expansion at Bobby Vega Park (Ward 1) Recommendation:

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

1. Authorize staff to initiate statutory due diligence for the San Bernardino County Fire – Firehouse 222 Expansion Project at Bobby Vega Park, including environmental review, title verification, and other compliance activities required under applicable state and local regulations; and

2. Direct staff to return to Council, upon completion of due diligence and subdivision of the park land, with a resolution declaring the newly created parcel as surplus land and authorizing its disposition pursuant to the Surplus Land Act pr ovisions applicable to local agency -to-agency transfers or exchanges.

There was a consensus amongst the City Council to forego the presentation.

RESULT: A PPROVED STAFF’S RECOMMENDATION [6-0]
MOVER: Theodore Sanchez, Council Member, Ward 1
SECONDER: Fred Shorett, Council Member, Ward 4
AYES: Sanchez, Ibarra, Figueroa, Shorett, Knaus, Ortiz
NOES: None
ABSENT: Mario Flores

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Mayor and City Council of the City of San Bernardino Page 15 Council Member Flores returned to the dais at 8:32.

ITEMS TO BE CONSIDERED FOR FUTURE MEETINGS
There was a consensus amongst the Council Members to vote on Item Nos. 17 and 18 in one vote.

RESULT: APPROVED ITEM 17 AND 18 TO BE HEARD AT FUTURE
MEETINGS [7-0]
MOVER: Kim Knaus, Mayor Pro-Tem, Ward 5
SECONDER: Theodore Sanchez, Council Member, Ward 1
AYES: Sanchez, Ibarra, Figueroa, Shorett, Knaus, Flores, Ortiz NOES: None

17. Adopt a Citywide Constitutional Rights Resolution (All Wards) – (Council Member Ibarra)

RESULT: APPROVED ITEM 17 TO BE HEARD AT A FUTURE MEETING [7-0] MOVER: Kim Knaus, Mayor Pro-Tem, Ward 5
SECONDER: Theodore Sanchez, Council Member, Ward 1
AYES: Sanchez, Ibarra, Figueroa, Shorett, Knaus, Flores, Ortiz NOES: None

18. Consider a Resolution on Immigration Enforcement. As Part of Agenda Item, Consider a Resolution Similar to the Riverside Resolution and How it Would be Impacted by California State law. (All Wards) - (Council Member Flores)

RESULT: APPROVED ITEM 18 TO BE HEARD AT A FUTURE MEETING [7-0] MOVER: Kim Knaus, Mayor Pro-Tem, Ward 5
SECONDER: Theodore Sanchez, Council Member, Ward 1
AYES: Sanchez, Ibarra, Figueroa, Shorett, Knaus, Flores, Ortiz NOES: None

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Mayor and City Council of the City of San Bernardino Page 16

MAYOR & CITY COUNCIL UPDATES/REPORTS ON CONFERENCES & MEETINGS At this time, the Mayor and City Council provided updates to the community. Highlights included the Lunar New Year celebration, educational and athletic milestones, community beautification projects, crime- reduction efforts, and the recognition of Leland Norton Elementary School with the 2026 California Green Ribbon Schools Award.

ADJOURNMENT
The meeting of the Mayor and City Council was adjourned on Wednesday, March 4 , 2026, at 8:47 PM.

The next joint regular meeting of the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency will be held on March 18, 2026, at the Feldheym Central Library located at 555 West 6th Street, San Bernardino, California 92410. Closed Session will begin at 4:00 PM and Open Session will begin at 5:00 PM.

Telicia Lopez, CMC
City Clerk

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City of San Bernardino
201 North E Street
San Bernardino, CA 92401
http://www.sbcity.org

Draft Minutes

FOR THE

SPECIAL MEETING OF THE MAYOR AND CITY COUNCIL

OF THE CITY OF SAN BERNARDINO, MAYOR AND CITY COUNCIL OF THE CITY OF SAN

BERNARDINO ACTING AS THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY, MAYOR

AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO ACTING AS THE SUCCESSOR HOUSING

AGENCY TO THE REDEVELOPMENT AGENCY, MAYOR AND CITY COUNCIL OF THE CITY OF SAN

BERNARDINO ACTING AS THE HOUSING AUTHORITY, AND MAYOR AND CITY COUNCIL OF THE

CITY OF SAN BERNARDINO ACTING AS THE SAN BERNARDINO JOINT POWERS FINANCING

AUTHORITY

FRIDAY, MARCH 6, 2026
3:00 PM

The Special Meeting of the Mayor and City Council of the City of San Bernardino was called to order at 3:00 PM by Mayor Helen Tran on Friday, March 6, 2026, at Feldheym Central Library, San Bernardino, CA.

CALL TO ORDER

Attendee Name Title Status Arrived
Theodore Sanchez Council Member, Ward 1 Present
Sandra Ibarra Council Member, Ward 2 Absent
Juan Figueroa Mayor Pro-Tem, Ward 3 Present
Fred Shorett Council Member, Ward 4 Present
Kim Knaus Council Member, Ward 5 Present
Mario Flores Council Member, Ward 6 Absent
Dr. Treasure Ortiz Council Member, Ward 7 Present
Helen Tran Mayor Present
Eric Levitt City Manager Present
Albert Maldonado Deputy City Attorney Present
Telicia Lopez City Clerk Present
Perla Lopez Chief Deputy City Clerk Present

Mayor Helen Tran
Council Members
Theodore Sanchez
Sandra Ibarra
Juan Figueroa
Fred Shorett
Kim Knaus
Mario Flores
Dr. Treasure Ortiz

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Special Meeting Draft Minutes March 6, 2026
Mayor and City Council of the City of San Bernardino Page 2 3:00 PM

INVOCATION AND PLEDGE OF ALLEGIANCE
Council Member Juan Figueroa led the Pledge of Allegiance to the Flag.

PUBLIC COMMENTS FOR ITEMS LISTED ON THE AGENDA
Maeleana Enriquez spoke about leadership and accountability, stressing that the ongoing litigation had already cost the city resources and damaged public trust.

Christian Shaughnessy raised concerns that the ongoing litigation had become a growing financial burden on taxpayers and was eroding public trust.

Andy Fuentes criticized the city for holding costly special meetings during work hours and argued that taxpayer money was being misused on what appeared to be a political attack rather than addressing real community issues.

Timothy Prince criticized the council for wasting taxpayer resources on infighting and legal actions instead of addressing the city’s real problems.

Diane Harkison reflects on the city’s past pride while expressing concern that corruption has led to its decline. She supports Dr. Treasure Ortiz, praised her integrity, and called for accountability in city leadership.

George Garcia questioned why the Police Chief was being blamed for actions that predated his tenure. He emphasized the need for fairness and accountability in evaluating the situation.

Marti Christiansen, a longtime business owner, expressed support for Chief Goodman and highlighted improvements in public safety under his leadership. She emphasized the importance of community collaboration and recognizing positive progress in the city.

Ivan Garcia spoke in support of Chief Goodman. He views public attacks as unfair for incidents that occurred before his tenure. He emphasized that the Chief has reduced crime and urged city leadership to focus on unity and solutions rather than political conflict.

Luis Ojeda urged the council to conduct meetings professionally, treat all speakers fairly, and release investigation findings to the public. He supports Chief Goodman, highlighting his professionalism and dedication.

Ron Alvarado criticized the city for spending excessive taxpayer money on legal battles while essential services go underfunded. He called for settling the lawsuit, holding leaders accountable, and refocusing on the real needs of the San Bernardino community.

Lelita Amick praised Chief Goodman for improving safety, community engagement, and morale in the city.

Victor Suarez urged the council to settle the lawsuit with Dr. Treasure Ortiz to stop wasting taxpayer money and reduce political division. He emphasized that city leadership should focus on accountability, public trust, and the community’s pressing issues.

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Special Meeting Draft Minutes March 6, 2026
Mayor and City Council of the City of San Bernardino Page 3 City Clerk Telicia Lopez advised that written comments were also received and would be available on the City’s website for public review.

Council Member Ortiz announced that she would be recusing herself from Closed Session, due to being the subject of the item listed in Closed Session. And would not be returning for Closed Session report due to a scheduling conflict.

CLOSED SESSION
A. CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION (Pursuant to Government Code Section 54956.9(a) and (d)(1):

Treasure Ortiz v. City of San Bernardino, et al, United States District Court Case No. 2:25-cv-10650

CLOSED SESSION REPORT
Deputy City Attorney Albert Maldonado stated there was one item discussed, but no reportable action from Closed Session.

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Special Meeting Draft Minutes March 6, 2026
Mayor and City Council of the City of San Bernardino Page 4

ADJOURNMENT
The meeting of the Mayor and City Council was adjourned on Friday, March 6, 2026, at 4:38 p.m.

The next joint regular meeting of the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency will be held on Wednesday, March 18, 2026, at the Feldheym Central Library located at 555 West 6th Street, San Bernardino, California 92410. Closed Session will begin at 4:00 p.m. , and Open Session will begin at 5:00 p.m.

Telicia Lopez, CMC
City Clerk

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CONSENT CALENDAR
City of San Bernardino
Request for Council Action
Date: April 1, 2026
To: Honorable Mayor and City Council Members
From: Gabriel Elliott, Director of Community Development & Housing Department: Community Development & Housing
Subject: 2025 Housing Element Annual Progress Report (All Wards)
Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, receive and file the 2025 Housing Element Annual Progress Report (Attachment 1).

City Manager's Comments
This is the annual Housing Element Annual Progress Report.

Executive Summary
Every City and County in California are required to prepare an annual report on the status and progress of implementing the jurisdiction’s adopted Housing Element by April 1. This report will be sent to the California Department Housing and Community Development (HCD) and the Office of Planning and Research (OPR) in time to meet the April 1, 2026, deadline.

Background
On February 21, 2024, the Mayor and City Council adopted the City’s 6th Cycle Housing Element for the 2021-2029 planning period.

Discussion
California Government Code Section 65400 requires the preparation and submittal of the annual progress report to the Office of Planning and Research (OPR) and the Department of Housing and Community Development (HCD). The annual progress report documents past housing-related activities and may identify the timing of upcoming activities but does not authorize the implementation of programs or expenditure of funds. This following table summary of the report evaluates the status of the implementation programs and housing production for the period between January 1 and December 31, 2025:

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During this reporting period, the City of San Bernardino permitted a total of 402 residential units, with 178 units completed. Housing production was primarily driven by accessory dwelling units (230 units) and multi-family development (122 units), with a smaller number of single-family units constructed. A limited share of new units were deed-restricted affordable housing, including 66 very low-income units and 32 low- income units, while the majority of units were non-deed restricted. The City received 95 housing applications representing 610 proposed units, with no units disapproved.

Based on current production trends, the City is making incremental progress toward its 6th Cycle Regional Housing Needs Allocation (RHNA), particularly in moderate- and above moderate-income categories. Progress toward lower-income RHNA categories remains limited due to the relatively small number of deed-restricted affordable units.

The City also reported implementation of 152 Housing Element programs during the reporting year. No rezonings were completed, and no projects utilized State streamlining provisions during this period.
2021-2025 Strategic Targets and Goals
The 2025 Annual Progress Report aligns with Key Target Goal No. 4: Economic Growth and Development. Specifically, the report assists the City and State in tracking development and implementation of the City’s Housing Element.

Fiscal Impact
There will be no fiscal impact to the City’s General Fund as a result of this action.

Conclusion
It is recommended that the Mayor and City Council of the City of San Bernardino, California, receive and file the 2025 Housing Element Annual Progress Report (Attachment 1).

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Attachments
Attachment 1 Annual Housing Report Progress Update Data Ward:

All Wards
Synopsis of Previous Council Actions:

On April 3, 2024 the Mayor and City Council received and filed the Housing Element Annual Progress report for the years 2022 and 2023.

CC: Eric Levitt, City Manager

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Jurisdiction San Bernardino
Reporting Year 2025
Housing Element Planning Period 6th Cycle
Current Year
Deed
Restricted 0
Non-Deed
Restricted 0
Deed
Restricted 0
Non-Deed
Restricted 23
Deed
Restricted 66
Non-Deed
Restricted 0
Deed
Restricted 32
Non-Deed
Restricted 230
Deed
Restricted 0
Non-Deed
Restricted 7
44 402
Units by Structure Type Entitled Permitted Completed
Single-family Attached 0 19 18
Single-family Detached 205 25 17
2 to 4 units per structure 8 6 0
5+ units per structure 148 122 0
Accessory Dwelling Unit 0 230 143
Mobile/Manufactured Home 0 0 0
Total 361 402 178
Infill Housing Developments and Infill Units Permitted # of Projects Units 0 0
283 402
95 610
0 0
0 0
Income Rental Ownership Total
Acutely Low 0 0 0
Extremely Low 0 0 0
Very Low 0 0 0
Low 0 0 0
Moderate 0 0 0
Above Moderate 0 0 0
Total 0 0 0
Streamlining Provisions Used - Permitted Units # of Projects Units SB 9 (2021) - Duplex in SF Zone 0 0
SB 9 (2021) - Residential Lot Split 0 0
AB 2011 (2022) 0 0
SB 6 (2022) 0 0
SMAP 0 0
Ministerial and Discretionary Applications # of Units
Ministerial 74 74
Discretionary 21 536
Density Bonus Applications and Units Permitted
Number of Applications Submitted Requesting a Density Bonus 0 Number of Units in Applications Submitted Requesting a Density Bonus 0 Number of Projects Permitted with a Density Bonus 0
Number of Units in Projects Permitted with a Density Bonus 0 Housing Element Programs Implemented and Sites Rezoned Count 152
0 Programs Implemented
Sites Rezoned to Accommodate the RHNA
(Jan. 1 - Dec. 31)
10/15/2021 - 10/15/2029
Units Constructed - SMAP (formerly SB 35 / 423) - Permits Number of SMAP Applications Approved
Very Low
Low
Moderate
Acutely Low
Extremely Low
Total Housing Applications Submitted:

Number of Proposed Units in All Applications Received:

Total Housing Units Approved:

Total Housing Units Disapproved:

Total Units
Housing Applications Summary
Use of Streamlined Ministerial Approval Process or SMAP (formerly SB 35 / 423) - Applications Number of SMAP Applications
Above Moderate
Indicated as Infill
Not Indicated as Infill
Building Permits Issued by Affordability Summary
Income Level

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Jurisdiction San Bernardino ANNUAL ELEMENT PROGRESS REPORT Reporting Year 2025 (Jan. 1 - Dec. 31) Housing Element Implementation Planning Period 6th Cycle 10/15/2021 - 10/15/2029
1 Projection
Period 3 4
RHNA Allocation
by Income Level
Projection
Period -
06/30/2021-
10/14/2021
2021 2022 2023 2024 2025 2026 2027 2028 2029
Total Units to
Date (all
years)
Total Remaining
RHNA by
Income Level
Deed Restricted - - - - - - - - - - Non-Deed Restricted - - - - - - - - - - Deed Restricted - - 16 - - - - - - - Non-Deed Restricted - - - - - 23 - - - - Deed Restricted - - 16 - - 66 - - - - Non-Deed Restricted - - - - - - - - - - Deed Restricted - - - - - 32 - - - - Non-Deed Restricted 37 11 130 249 138 230 - - - - Deed Restricted - - - - 12 - - - - - Non-Deed Restricted - - 33 1 - 7 - - - - Above Moderate 4,163 94 29 58 182 117 44 - - - - 524 3,639 8,123
131 40 253 432 267 402 - - - - 1,525 6,598 Income Level
Very Low
39 -
This table is auto-populated once you enter your jurisdiction name and current year data. Past year information comes from previous APRs.

Please contact HCD if your data is different than the material supplied here 2 Table B
Regional Housing Needs Allocation Progress
Permitted Units Issued by Affordability
1,294
53 Moderate
1,415
1,097
1,448
827
121
Please note: The APR form can only display data for one planning period. To view progress for a different planning period, you may login to HCD's online APR system, or contact HCD staff at [email protected].

Acutely Low - - *For years prior to 2025, data on deed-restricted vs. non-deed restricted Extremely Low-Income units is approximated from whether the projects reported any deed-restricted Very Low-Income Units. If you wish to edit this historical data for accuracy or have any questions about the data, you may login to HCD's online APR system, or contact HCD staff at [email protected].

Total Units
*For jurisdictions that received RHNA determinations for the current cycle prior to the passage of AB 3093 (September 19, 2024):
- You were not allocated Acutely Low-Income and Extremely Low-Income RHNA targets, therefore the allocations in Field 1 are listed as "0" - If you wish to set your own targets in these income categories for informational purposes, contact HCD staff at [email protected]. - All Acutely Low-Income and Extremely Low-Income units reported during the cycle are counted towards Very-Low Income RHNA progress 1,395
Total RHNA
-
270 Low
*For years prior to 2025, Acutely Low-Income units are reported within the Extremely Low-Income category Please Note: Table B does not currently contain data from Table F or Table F2 for prior years. You may login to the APR system to see Table B that contains this data.

Extremely Low -

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CONSENT CALENDAR
City of San Bernardino
Request for Council Action
Date: April 1, 2026
To: Honorable Mayor and City Council Members
From: Gabriel Elliott, Director of Community Development & Housing Department: Community Development & Housing
Subject: Resolution In Support Of The California Historic Route 66 Association And The Route 66 Centennial Year (All Wards) Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, adopt Resolution No. 2026-032 expressing support for the California Historic Route 66 association and the Route 66 Centennial year.

City Manager's Comments
The City Manager concurs in recommending adoption of Resolution.

Executive Summary
Historic Route 66 was commissioned as a U.S. Highway 66 in 1926 and is celebrating its centennial year in 2026. Route 66 travels 2,448 miles through eight states, beginning in Chicago, Illinois and ending in Santa Monica, California.

Approximately 15 miles of Historic Route 66 travel through the City of San Bernardino and, being located at the mouth of the Cajon Pass, the City is considered the Northern Gateway to the Inland Empire.

Background
The California Historic Route 66 Association, a 501(c)(3) non-profit organization and the official voice of Route 66 in California, has worked closely with small businesses on promotions and in obtaining grant funding for Historic Route 66. The Association collaborated with San Bernardino County on projects such as the Route 66 Corridor Management Plan, the National Scenic Byway designation, as well as the promotion of state tourism.

Each year, thousands of travelers from across the United States and around the world visit Route 66. The City of San Bernardino is located along the Old Spanish Trail, Santa Fe Trail, Mormon Trail, and Historic Route 66, making the City of San Bernardino

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the true crossroads of the Inland Empire.

Discussion
The City of San Bernardino is home to three historic icons of Route 66, including the Wigwam Motel, the Mitla Café, and the California Theatre where legendary comedian, Will Rogers, gave his final performance in 1935.

Adopting a resolution expressing support for the California Historic Route 66 Association and the Route 66 Centennial year, fosters the work of the Association in the preservation and promotion of Historic Route 66 in the County.

Strategic Targets and Goals
Support of the California Historic Route 66 Association and the Route 66 Centennial year aligns with Goal No. 4a Economic Growth & Development - Develop a branding and marketing campaign.

Fiscal Impact
A resolution in support of the California Historic Route 66 Association and the Route 66 Centennial year will not impact the City’s General Fund.

Conclusion
It is recommended that the Mayor and City Council of the City of San Bernardino, California, adopt Resolution No. 2026-032 expressing support for the California Historic Route 66 association and the Route 66 Centennial year.

Attachments
Attachment 1 Resolution No. 2026-032
Ward:

All Wards
Synopsis of Previous Council Actions:

There have been no resolutions adopted by the Mayor and City Council in support of the Centennial celebration of Route 66 and the California Historic Route 66 Association.

CC: Eric Levitt, City Manager

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Resolution No. 2026-032
Resolution No. 2026-032
April 1, 2026

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RESOLUTION NO. 2026-032

A RESOLUTION OF THE MAYOR AND CITY COUNCIL

OF THE CITY OF SAN BERNARDINO, CALIFORNIA,
SUPPORTING THE CALIFORNIA HISTORIC ROUTE 66
ASSOCIATION AND THE ROUTE 66 CENTENNIAL YEAR
WHEREAS, Route 66 was commissioned as U.S. Highway 66 in 1926 and is celebrating its Centennial year in 2026; and
WHEREAS, Route 66 travels 2,448 miles through 8 states beginning in Chicago, Illinois and ending in Santa Monica, California; and
WHEREAS, since 1991, California Historic Route 66 Association, a 501(c)(3) non-profit organization, is the official voice of Route 66 in California, and has worked closely with small businesses on promotions and in obtaining grant funding; and WHEREAS, California Historic Route 66 Association collaborated with San Bernardino County on projects such as the Route 66 Corridor Management Plan, the National Scenic Byway designation, as well as the promotion of state tourism; and WHEREAS, each year thousands of travelers from across the United States and around the world visit Route 66, thereby creating jobs and adding to the economic vitality of Route 66 towns and businesses; and
WHEREAS, approximately 15 miles of Historic Route 66 travel through the City of San Bernardino, and being located at the mouth of the Cajon Pass, the City is considered the Northern Gateway to the Inland Empire; and
WHEREAS, San Bernardino is located along the Old Spanish Trail, Sant a Fe Trail, Mormon Trail, and Historic Route 66, thereby making the City San Bernardino the true Crossroads of the Inland Empire; and
WHEREAS, the City of San Bernardino is home to three historic icons of Route 66, including the Wigwam Motel, the Mitla Café, and also the California Theatre where legendary comedian, Will Rogers, gave his final performance in 1935; and WHEREAS, the City of San Ber nardino was immortalized in Nat King Cole ’s hit 1946 song “Get your Kicks on Route 66”; and
WHEREAS, the City of San Bernardino was home to the Route 66 Rendezvous from 1990 through 2013 with thousands of classic and custom cars celebrating the automotive legacy of Historic Route 66.

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Resolution No. 2026-032
Resolution No. 2026-032
April 1, 2026

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NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, AS FOLLOWS:

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

SECTION 2. The Mayor and City Council hereby declare their intention to approve a resolution in support of the centennial celebration of Route 66.

SECTION 3. The C ity of San Bernardino salutes the California Historic Route 66 Association and declares its support for the Centennial Year of Route 66.

SECTION 4. The approval of this resolution is an administrative action of the legislative body and is not defined as a project. The proposed action is therefore exempt from the California Environmental Quality Act (CEQA). CEQA does not apply to projects for which “it can be seen with certainty that there is no possibility that the activity in question may have a significant impact upon the environment” (Section 15061(b)(3) of the CEQA Guidelines).

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

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

APPROVED and ADOPTED by the City Council and signed by the Mayor and attested by the City Clerk this 1
st day of April 2026.
_____________________________
Helen Tran, Mayor
City of San Bernardino
Attest:

__________________________
Telicia Lopez, CMC, City Clerk

Approved as to form:

__________________________
Sonia Carvalho, City Attorney

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Resolution No. 2026-032
Resolution No. 2026-032
April 1, 2026

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CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO) ss

CITY OF SAN BERNARDINO )

I, Telicia Lopez, CMC, City Clerk, hereby certify that the attached is a true copy of Resolution No. 2026-032, adopted at a regular meeting held on the 1 st day of April 2026 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 2 nd day of April 2026.

Telicia Lopez, CMC, City Clerk

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CONSENT CALENDAR
City of San Bernardino
Request for Council Action
Date: April 1, 2026
To: Honorable Mayor and City Council Members
From: Lynn Merrill, Director of Public Works
Azzam Jabsheh, Deputy Director of Public Works/City Engineer Department: Public Works
Subject: Rejection of Construction Bids for the Villasenor Library - Parking Lot Surfacing Project and Amendment of Measure
S Funds to the Encanto Park Improvements (Ward 1)
Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, adopt Resolution No. 2026-033;

1. Rejecting all construction bids received for the Villasenor Library - Parking Lot Surfacing Project; and

City Manager's Comments
The City Manager concurs with the Public Works Department recommendation.

Executive Summary
Staff recommends rejecting all construction bids received for the Villasenor Library - Parking Lot Surfacing Project and amending the FY 2025/26 CIP Budget to reallocate the project’s remaining Measure S funding in the amount of $247,933.16 to the Encanto Park Improvements.

The Project was properly advertised, bids were received, and staff confirmed that responsive bids were submitted. However, after the bid opening, staff conducted a broader review of Capital Improvement Program priorities and current Measure S funding capacity. Based on that review, staff determined that higher-urgency improvements at Encanto Park a heavily used community facility within Ward 1, should

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be advanced during the current fiscal year to address immediate operational and accessibility needs.

Because Measure S resources are limited, advancing both projects during the same fiscal year is not feasible. Staff therefore recommends rejecting all bids for the Villasenor Library Project, deferring that project to a future budget cycle, and reallocating the remaining Measure S funds to the Encanto Park Improvements.

Background
The Villasenor Library - Parking Lot Surfacing Project was programmed in the FY 2025/26 Capital Improvement Program and funded with Measure S in the amount of $250,000 to address deteriorated pavement conditions, drainage deficiencies, and accessibility compliance within the parking lot. The parking lot is located north of West 5th Street and west of North Garner Avenue and provides off-street parking for library patrons and nearby neighborhood-serving commercial uses.

The existing pavement within the parking lot has experienced surface cracking, ponding, and uneven areas that create accessibility challenges. Existing ramps, striping, and path-of-travel markings are not fully compliant with current ADA standards. In addition, portions of the concrete slab near the trash enclosure and the trench drain require repair, and accumulated debris in the curb drainage openings has limited proper runoff flow.

The Project was developed to resurface and restripe the parking lot, construct new ADA-compliant curb ramps, update accessible path-of-travel markings and signage, repair drainage features including the trench drain gutter, replace deteriorated concrete near the trash enclosure, and clean curb drain openings to restore proper drainage.

The parking lot and associated improvements are City-owned facilities and fall under City jurisdiction for maintenance and improvements.

The Project was advertised for public bidding in accordance with City procurement requirements, and bids were received and publicly opened.

Discussion
The Project was advertised for public bidding in accordance with City procurement requirements, and sealed bids were received and publicly opened. A summary of the bidders is provided below:

No. Bidder City Bid Amount
1 J B Bostick LLC Anaheim $131,200.00
2 Terra Pave, Inc. Whittier $137,550.00
3 Onyx Paving Company, Inc. Yorba Linda $144,000.00
4 NPG Corporation Perris $158,726.00
5 Copp Contracting, Inc. Buena Park $163,735.00
6 Pave West Artesia $165,676.50
7 Prestige Paving Company, Inc. La Mirada $165,703.30

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8 L. M. T. Enterprise, Inc. dba Tyner Paving
Company Alhambra $168,855.95
9 Cali State Paving, Inc. Riverside $172,400.00
10 Asphalt, Fabric & Engineering, Inc. Signal Hill $175,625.00 11 S Christensen Engineering, Inc. Apple Valley $177,420.00 12 Vance Corporation Beaumont $180,478.75
13 Venture Construction & Management Corona $180,836.00 14 Roadway Engineering & Construction Corp. Perris $257,400.00 Staff reviewed the bid results and confirmed that multiple responsive bids were received. J B Bostick LLC submitted the apparent lowest responsive and responsible bid in the amount of $131,200.00. The bid amounts were within the available project budget originally allocated at $250,000 in Measure S funds, of which $247,933.16 remains available.

The recommendation to reject all bids is not based on bid pricing, contractor qualifications, or any irregularity in the solicitation process. Instead, after the bid opening, staff reassessed the Project in the context of overall Capital Improvement Program priorities and available Measure S funding for the remainder of the fiscal year.

Staff identified more immediate accessibility and operational needs at Encanto Park, a heavily used community facility within Ward 1. Encanto Park Improvements address a higher level of urgency based on current facility use and community impact.

Given finite Measure S resources, awarding a construction contract for the Villasenor Library Project at this time would limit the City’s ability to advance the Encanto Park improvements during the current fiscal year. Staff therefore recommends deferring the Villasenor Library Project to a future CIP cycle when funding capacity allows.

Accordingly, staff recommends rejecting all bids received for the Villasenor Library – Parking Lot Surfacing Project and reallocating the remaining $247,933.16 in Measure S funds to the Encanto Park Improvements. This action allows the City to address higher priority accessibility improvements now while preserving the option to re bid the Villasenor Library Project in a future fiscal year.

Environmental Impact
The action to reject bids and reallocate funding does not constitute a project under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15378, as it involves administrative and fiscal actions that will not result in direct or indirect physical changes to the environment.

Any future construction project funded through the amended allocation will undergo appropriate CEQA review prior to implementation.
2021-2025 Strategic Targets and Goals

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This action aligns with Key Target No. 3: Improved Quality of Life, by allowing Measure S funds to be redirected to higher-priority infrastructure improvements that enhance the usability of public facilities for residents.

Fiscal Impact
The Villasenor Library - Parking Lot Surfacing Project is currently budgeted at $250,000 in Measure S funds within the FY 2025/26 CIP. No construction expenditures have been made for this Project.

A total of $2,066.84 from the original $250,000 allocation was previously expended for bid advertisement and publication costs associated with the solicitation process. The remaining available Measure S funding of $247,933.16 is proposed to be reallocated to the Encanto Park Improvements.

Staff recommends amending the FY 2025/26 CIP Budget to reallocate the remaining $247,933.16 in Measure S funds from the Villasenor Library – Parking Lot Surfacing Project to the Encanto Park Improvements.

Item Amount
Villasenor Library- Parking Lot Surfacing (Measure S) $247,933.16 (De-allocated) Encanto Park Improvements (Measure S) $247,933.16 (Reallocated) Conclusion
It is recommended that the Mayor and City Council of the City of San Bernardino, California, adopt Resolution No. 2026-033;

1. Rejecting all construction bids received for the Villasenor Library - Parking Lot Surfacing Project; and

Attachments
Attachment 1 Resolution (Bid Rejection and CIP Budget Amendment) Attachment 2 Bid Tabulation
Attachment 3 Location Map (Villasenor Library - Parking Lot Surfacing) Attachment 4 Location Map (Encanto Park Improvements) Ward:

Ward 1
Synopsis of Previous Council Actions:

June 04, 2025, FY 2025/2026 Budget Presentation (All Wards) CC
Eric Levitt, City Manager

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Resolution No. 2026-033
Resolution No. 2026-033
April 1, 2026

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RESOLUTION NO. 2026-033

RESOLUTION OF THE MAYOR AND CITY COUNCIL OF

THE CITY OF SAN BERNARDINO, CALIFORNIA,

REJECTING ALL BIDS FOR THE VILLASENOR LIBRARY
- PARKING LOT SURFACING PROJECT AND
AUTHORIZING AN AMENDMENT TO THE FY 2025/26

CAPITAL IMPROVEMENT PROGRAM BUDGET TO

REALLOCATE MEASURE S FUNDS TO THE ENCANTO

PARK IMPROVEMENTS

WHEREAS, the City of San Bernardino maintains a multi -year Capital Improvement Program to plan and prioritize public infrastructure investments; and WHEREAS, the FY 2025/26 Capital Improvement Program includes the Villasenor Library – Parking Lot Surfacing Project, funded in the amount of $250,000 in Measure S funds to address deteriorated pavement, drainage deficiencies, and accessibility compliance improvements at the City-owned parking lot serving the Villasenor Library; and WHEREAS, the Project scope included resurfacing and restriping the parking lot, constructing ADA -compliant curb ramps, updating accessible paths of travel and signage, repairing drainage features including a trench drain, replacing deteriorated concrete near the trash enclosure, and cleaning curb drain openings to restore proper runoff; and WHEREAS, the City advertised the Project for public bidding in accordance with City procurement requirements and applicable provisions of the California Public Contract Code, and sealed bids were received and publicly opened; and
WHEREAS, fourteen bids were received, with J B Bostick LLC identified as the apparent lowest responsive and responsible bidder in the amount of $131,200.00, and staff confirmed that the solicitation process was conducted in compliance with City procurement requirements and that no irregularities were identified; and
WHEREAS, following the bid opening, staff conducted a broader review of Capital Improvement Program priorities and current Measure S funding capacity and evaluated the Villasenor Library Project in relation to other unfunded or underfunded infrastructure needs; and WHEREAS, staff determined that higher -urgency improvements at Encanto Park, a heavily used community facility within Ward 1, should be advanced during the current fiscal year to address immediate operational and accessibility needs; and

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Resolution No. 2026-033
Resolution No. 2026-033
April 1, 2026

Page 2 of 4 ends

WHEREAS, due to finite Measure S resources, advancing both the Villasenor Library Project and the Encanto Park Improvements during the same fiscal year is not feasible without delaying other priority improvements; and
WHEREAS, staff therefore recommends deferring the Villasenor Library – Parking Lot Surfacing Project, rejecting all bids received, and reallocating remaining $247,933.16 in Measure S funds currently budgeted for that Project to the Encanto Park Improvements; and WHEREAS, pursuant to the City’s procurement authority, the Mayor and City Council may reject any or all bids when it is determined to be in the best interest of the City to do so.

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

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

SECTION 2. The Mayor and City Council hereby reject all bids received for the Villasenor Library – Parking Lot Surfacing Project pursuant to California Public Contract Code Section 20166 and San Bernardino Municipal Code Section 3.04.070(E), and authorize the City Manager or his designee to take all actions necessary to formally close out the solicitation.

SECTION 3. The Mayor and City Council hereby authorize the Director of Finance and Management Services to amend the FY 2025/26 Capital Improvement Program Budget to reallocate $247,933.16 in Measure S funds from the Villasenor Library – Parking Lot Surfacing Project to the Encanto Park Improvements.

SECTION 4 . The City Council finds this Resolution is not subject to the California Environmental Quality Act (“CEQA”) because the action to reject bids is an administrative activity that does not constitute a “project” under CEQA Guidelines Section 15378 and will not result in any direct or indirect physical change to the environment. Any future construction project funded through this reallocation shall undergo appropriate CEQA review prior to implementation.

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

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

APPROVED and ADOPTED by the City Council and signed by the Mayor and attested by the City Clerk this 1st day of April 2026.

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Resolution No. 2026-033
Resolution No. 2026-033
April 1, 2026

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Helen Tran, Mayor
City of San Bernardino

Attest:

Telicia Lopez, CMC, City Clerk

Approved as to form:

Sonia Carvalho, City Attorney

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Resolution No. 2026-033
Resolution No. 2026-033
April 1, 2026

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CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO) ss

CITY OF SAN BERNARDINO )

I, Telicia Lopez , CMC, City Clerk, hereby certify that the attached is a true copy of Resolution No. 2026-033, adopted at a regular meeting held on the 1st day of April 2026 by the following vote:

WITNESS my hand and official seal of the City of San Bernardino this____ day of __ 2026.

Telicia Lopez, CMC, City Clerk

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Quantity Unit Unit Price Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price 1 Mobilization 1 LS 2,500.00$ $2,500.00 13,500.00 $ $13,500.00 26,050.00 $ $26,050.00 7,000.00 $ $7,000.00 7,950.00 $ $7,950.00 11,961.40 $ $11,961.40 $11,000.00 $11,000.00 $14,430.00 $14,430.00 $5,000.00 $5,000.00 $10,000.00 $10,000.00 $21,195.00 $21,195.00 $ 4,910.00 $4,910.00 $9,000.00 $9,000.00 $12,000.00 $12,000.00 2 Clearing and Grubbing 1 LS 2,500.00$ $2,500.00 1,500.00 $ $1,500.00 5,000.00 $ $5,000.00 1,000.00 $ $1,000.00 6,975.00 $ $6,975.00 4,197.14 $ $4,197.14 $3,000.00 $3,000.00 $3,500.00 $3,500.00 $5,000.00 $5,000.00 $10,000.00 $10,000.00 $5,000.00 $5,000.00 $5,988 .00 $5,988.00 $3,500.00 $3,500.00 $1,200.00 $1,200.00 3 Erosion Control Plan & BMPs 1 LS 500.00$ $500.00 1,500.00 $ $1,500.00 2,000.00 $ $2,000.00 1,000.00 $ $1,000.00 2,750.00 $ $2,750.00 2,399.98 $ $2,399.98 $1,200.00 $1,200.00 $1,500.00 $1,500.00 $2,500.00 $2,500.00 $5,000.00 $5,000.00 $5,000.00 $5,000.00 $2,994.0 0 $2,994.00 $5,900.00 $5,900.00 $4,500.00 $4,500.00 4 Construct 4’ x 8’ Project Sign. See info in Appendix 1 EA 500.00$ $500.00 2,500.00 $ $2,500.00 1,000.00 $ $1,000.00 3,500.00 $ $3,500.00 2,750.00 $ $2,750.00 3,076.47 $ $3,076.47 $1,000.00 $1,000.00 $1,225.00 $1,225.00 $2,500.00 $2,500.00 $5,000.00 $5,000.00 $3,000.00 $3,000.00 $719.00 $ 719.00 $2,340.00 $2,340.00 $500.00 $500.00 5 Cold mill 2” uniform depth per plans and specifications, including remove and dispose of all existing wheel stoppers. 32,000 SF 0.65$ $20,800.00 0.50 $ $16,000.00 1.40 $ $44,800.00 0.73 $ $23,360.00 0.84 $ $26,880.00 0.62 $ $19,840.00 $0.88 $28,160.00 $0.41 $13,200.00 $0.85 $27,200.00 $1.00 $32,000.00 $0.60 $19,200.00 $0.78 $24,960.00 $0.78 $24,960.00 $0.56 $17,920.00 6 Construct 2” AC overlay per plans and specifications 385 TN 140.00$ $53,900.00 130.00 $ $50,050.00 320.00 $ $123,200.00 224.00 $ $86,240.00 197.00 $ $75,845.00 160.86 $ $61,931.10 $177.00 $68,145.00 $206.80 $79,618.00 $168.47 $64,860.95 $160.00 $61,600.00 $133.00 $51,205.00 $142.78 $5 4,970.30 $176.00 $67,760.00 $152.10 $58,558.50 7 Construct variable thickness AC overlay for the designated ADA parking stalls, loading area and walking path per plans and specifications 1L S 2,500.00$ $2,500.00 3,000.00 $ $3,000.00 5,000.00 $ $5,000.00 11,900.00 $ $11,900.00 7,200.00 $ $7,200.00 8,215.02 $ $8,215.02 $10,340.00 $10,340.00 $2,750.00 $2,750.00 $8,855.00 $8,855.00 $10,000.00 $10,000.00 $3,000.00 $3,000.00 $11, 153.00 $11,153.00 $2,800.00 $2,800.00 $14,260.00 $14,260.00 8 Construct variable thickness AC overlay for the transition area per plans and specifications 1L S 2,500.00$ $2,500.00 500.00 $ $500.00 3,000.00 $ $3,000.00 6,300.00 $ $6,300.00 950.00 $ $950.00 12,158.17 $ $12,158.17 $3,675.00 $3,675.00 $1,750.00 $1,750.00 $3,800.00 $3,800.00 $6,000.00 $6,000.00 $2,000.00 $2,000.00 $8,234.00 $8,234.00 $1,260.00 $1,260.00 $5,060.00 $5,060.00 9 Remove and dispose the existing two (2) ramps and the flared curb, including remove and dispose of the existing abandoned payphone stand and restore the underneath sidewalk concrete surface clear as adjacent areas
1L S 8,500.00$ $8,500.00 11,500.00 $ $11,500.00 5,000.00 $ $5,000.00 7,280.00 $ $7,280.00 7,575.00 $ $7,575.00 12,292.98 $ $12,292.98 $5,850.00 $5,850.00 $3,500.00 $3,500.00 $7,820.00 $7,820.00 $5,000.00 $5,000.00 $3,000.00 $3,000.00 $5,030.00 $5,030.00 $5,200.00 $5,200.00 $6,828.00 $6,828.00 10 Construct ADA Concrete Ramp with retaining curb and detectable warning 2'x4' per to APWA/ SPPWC 111, this plan and specifications. Use concrete class 560-C-3250. MAX Slope 8.33%
2E A 9,800.00$ $19,600.00 8,500.00 $ $17,000.00 6,500.00 $ $13,000.00 6,650.00 $ $13,300.00 5,900.00 $ $11,800.00 6,829.43 $ $13,658.86 $4,600.00 $9,200.00 $6,600.00 $13,200.00 $9,260.00 $18,520.00 $3,500.00 $7,000.00 $4,000.00 $8,000.00 $6,58 7.00 $13,174.00 $13,000.00 $26,000.00 $10,000.00 $20,000.00 11 Remove and dispose the existing disabled parking stall signs. Furnish and install new ones per Caltrans Standard Plan R99C(CA), this plan and specifications.
2E A 125.00$ $250.00 500.00 $ $1,000.00 500.00 $ $1,000.00 560.00 $ $1,120.00 615.00 $ $1,230.00 490.26 $ $980.52 $770.00 $1,540.00 $475.00 $950.00 $700.00 $1,400.00 $400.00 $800.00 $400.00 $800.00 $179.50 $359.00 $800.00 $1 ,600.00 $285.00 $570.00 12 Furnish and Apply 4” wide thermoplastic reflective blue striping, and blue borders for handicap parking stalls, loading area and path including handicap and no parking symbols per 2024 CALTRANS standard plan A24C, this plan and specifications
1L S 3,500.00$ $3,500.00 3,500.00 $ $3,500.00 3,450.00 $ $3,450.00 4,200.00 $ $4,200.00 8,000.00 $ $8,000.00 3,922.04$ $3,922.04 $3,075.00 $3,075.00 $4,000.00 $4,000.00 $3,000.00 $3,000.00 $3,500.00 $3,500.00 $3,300.00 $3,300.00 $7,019.00 $7,019.00 $3,200.00 $ 3,200.00 $8,100.00 $8,100.00 13 Furnish and Apply 4” wide thermoplastic reflective white Striping (parking stalls) for the parking lot per plans and specifications 1L S 7,650.00$ $7,650.00 3,000.00 $ $3,000.00 2,900.00 $ $2,900.00 3,500.00 $ $3,500.00 3,570.00 $ $3,570.00 3,268.38$ $3,268.38 $2,550.00 $2,550.00 $7,750.00 $7,750.00 $6,400.00 $6,400.00 $3,000.00 $3,000.00 $3,300.00 $3,300.00 $15,749.00 $15,749.00 $2,900.0 0 $2,900.00 $6,600.00 $6,600.00 14 Repair and fill cracks, saw cutting the existing concrete slab into six (6) panels. Furnish and apply sealant to the new control joints. Furnish and apply concrete finish painting to the entire concrete slab surface. As per plans and specifications
1L S 2,500.00$ $2,500.00 6,500.00 $ $6,500.00 10,000.00 $ $10,000.00 4,900.00 $ $4,900.00 4,450.00 $ $4,450.00 8,878.26$ $8,878.26 $4,000.00 $4,000.00 $6,393.00 $6,393.00 $6,500.00 $6,500.00 $7,500.00 $7,500.00 $8,000.00 $8,000.00 $4,689.00 $4,689.00 $10,000.00 $10,000.00 $2,080.00 $2,080.00 15 Repair the damaged areas in the existing PCC cross gutter. Furnish and apply concrete finish painting to the entire gutter surface. As per plans and specifications
1L S 2,500.00$ $2,500.00 5,500.00 $ $5,500.00 8,500.00 $ $8,500.00 6,300.00 $ $6,300.00 5,850.00 $ $5,850.00 10,927.09$ $10,927.09 $7,900.00 $7,900.00 $3,360.00 $3,360.00 $4,000.00 $4,000.00 $3,000.00 $3,000.00 $6,000.00 $6,000.00 $3,102.00 $3,102.00 $9,300.00 $9,300.00 $6,400.00 $6,400.00 16 Clean the gutter and all curb drain holes per plans and specifications 1 LS 1,000.00$ $1,000.00 1,000.00 $ $1,000.00 3,500.00 $ $3,500.00 2,240.00 $ $2,240.00 1,850.00 $ $1,850.00 2,771.34$ $2,771.34 $3,100.00 $3,100.00 $1,600.00 $1,600.00 $1,500.00 $1,500.00 $3,000.00 $3,000.00 $2,000.00 $2,000.00 $2,653.00 $2,653.00 $1,700.00 $ 1,700.00 $1,100.00 $1,100.00 17 52
53 54
Apparent Low Bidder 1 Apparent Low Bidder 2 Apparent Low Bidder 3 Apparent Low Bidder 4 Apparent Low Bidder 5 Apparent Low Bidder 6 Apparent Low Bidder
7 Apparent Low Bidder 8 Apparent Low Bidder 9 Apparent Low Bidder 10 Apparent Low Bidder
11 Apparent Low
Bidder 12
Apparent Low Bidder
13 Apparent
Low Bidder
14 $131,200.00 $137,550.00 $257,400.00 $183,140.00 $175,625.00 $180,478.75 $163,735.00 $158,726.00 $168,855.95 $172,400.00 $144,000.00 $165,7 03.30 $177,420.00 $165,676.50 $131,200.00 $137,550.00 $257,400.00 $180,836.00 $175,625.00 $180,478.75 $163,735.00 $158,726.00 $168,855.95 $172,400.00 $144,000.00 $165,7 03.30 $177,420.00 $165,676.50 $0.00 $0.00 $0.00 $2,304.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Apparent Low Bidder 6
Vance Corporation
Apparent Low Bidder 7
Copp Contracting, Inc. NPG Corporation
Apparent Low Bidder 8
L. M. T. Enterprise, Inc. dba Tyner Paving Company Cali State Paving, Inc. Pave West Apparent Low Bidder 9 Apparent Low Bidder 10 Apparent Low Bidder 14Apparent Low Bidder 11 Onyx Paving Company, Inc.

Apparent Low Bidder 12
Prestige Paving Company, Inc.

Apparent Low Bidder 13
S Christensen Engineering, Inc.

BID RANKING

TOTAL BID AMOUNT INDICATED BY BIDDER

BID TABULATION

1. BID TABULATION
PROJECT NAME: VILLASENOR LIBRARY - PARKING LOT SURFACING PROJECT NO: PR26-002
Bid Item and Description
Apparent Low Bidder 1
J B Bostick LLC
Apparent Low Bidder 5
Asphalt, Fabric & Engineering, Inc.

Apparent Low Bidder 2
Terra Pave, Inc. Venture Construction & Management
Apparent Low Bidder 4Apparent Low Bidder 3
Roadway Engineering & Construction Corp.

TOTAL BID AMOUNT CALCULATED BASED ON UNIT PRICES

CALCULATION CORRECTIONS TO BID AMOUNT SUBMITTED BY CONTRACTOR BASED ON CALCULATED BID AMOUNT
\\Crescent\PW\ENGINEERING\Capital Improvement Projects\Active Projects\Parks\PR26-002 - Villasenor Library - Parking Lot Surfacing\Attachement #2 - Bid TabulationBID TABULATION 1 of 1

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CONSENT CALENDAR
City of San Bernardino
Request for Council Action
Date: April 1, 2026
To: Honorable Mayor and City Council Members
From: Gabriel Elliott, Director of Community Development & Housing Department: Community Development & Housing
Subject: Consideration of Joint Powers Agreement (JPA)
Participation in the San Bernardino Regional Housing
Trust (SBRHT) (All Wards)
Recommendation:

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

1. Authorize the City to join the San Bernardino Regional Housing Trust; and

City Manager's Comments

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If the City Council continues to move forward in participating in the JPA, the City Council needs to appoint a Board member and alternate. Also, a representative from SBCOG will be at the meeting to follow-up on any questions from the City Council.

Executive Summary
The proposed San Bernardino Regional Housing Trust (SBRHT) would establish a Joint Powers Authority (JPA) among participating jurisdictions to create a coordinated, regional approach to funding affordable housing production, preservation, and rehabilitation. Developed following the 2022 Regional Housing Trust White Paper and subsequent Strategic Plan prepared by SBCOG, the SBRHT is intended to leverage local, state, federal, and private funding sources, improve administrative efficiency, and strengthen the region’s competitiveness for housing resources. The Trust would operate as a separate public entity governed by an appointed Board, which is made up of locally elected officials and housing policy experts, while preserving each member agency’s full land use authority. Staff is seeking the Mayor and City Council’s authorization for the City to join the SBRHT JPA to participate in regional housing funding efforts and help shape program policies and priorities.

Background
In response to increasing concern regarding housing challenges in the region, the City/County Managers Technical Advisory Committee (CCMTAC) of the San Bernardino Council of Governments (SBCOG) formed an ad hoc subcommittee in 2021 to evaluate the feasibility of establishing a regional housing trust fund. At the direction of the subcommittee, SBCOG released the San Bernardino Regional Housing Trust White Paper in January 2022, outlining potential benefits, governance structures, and relevant case studies. The White Paper concluded that a regionally structured housing trust fund could benefit the region through shared governance, administrative efficiency, enhanced visibility to investors and the State, and economies of scale not achievable through localized efforts alone.

Following the release of the White Paper, SBCOG developed the SBRHT Strategic Plan, which assesses regional housing needs and identifies potential funding sources, financing mechanisms, and programmatic activities that could be supported by the Trust. Throughout 2022 and 2023, SBCOG conducted extensive outreach with local decision-making bodies, city and county managers, planning staff, elected officials, developers, and housing administrators. Based on this research and stakeholder engagement, it was recommended that the housing trust fund be structured as a Joint Powers Authority (JPA) comprised of participating local jurisdictions. On April 5, 2023, the SBCOG Board of Directors authorized staff to initiate the process of establishing the SBRHT, including preparation of a Joint Exercise of Powers Agreement.

On January 17, 2023, the Mayor and City Council authorized the City to submit a Letter of Intent (LOI) to SBCOG indicating its intent to join the SBRHT. The LOI represented an initial step in the membership process and did not financially obligate or otherwise commit the City to participation. The LOI was not executed at that time and was subsequently executed by Acting City Manager Rochelle Clayton on June 17, 2024.

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Discussion
As SBCOG advances the establishment of the SBRHT through the proposed Joint Exercise of Powers Agreement, participating jurisdictions are now being asked to formally consider membership. The following discussion outlines the purpose of the SBRHT, its governance structure, and the anticipated benefits of participation for the City.

SBRHT Benefits
The SBRHT aims to provide a coordinated, regional approach to addressing housing needs throughout the San Bernardino region by raising and leveraging funds to support housing development, with a particular focus on affordable housing. Participation in the JPA would:
Expand funding opportunities by leveraging state, federal, and private resources;
Support affordable housing projects within the City and throughout the region; Provide regional coordination and administration to address housing needs comprehensively;
Increase development interest and investment in the region; and Ensure local representation in decision-making through the JPA governance structure.

The Housing Trust Ad Hoc Committee is currently developing recommendations regarding policies and priorities. By joining the JPA, the City would have a direct role in shaping these policies and priorities.

JPA Development
A draft Joint Powers Authority (JPA) Agreement was circulated to all SBCOG member agencies on December 15, 2025 for review and comment. SBCOG received feedback several jurisdictions and subsequently met with the CCMTAC Housing Trust Ad Hoc Committee on February 5, 2026 and February 23, 2026, to discuss proposed . The attached JPA Agreement reflects revisions based on comments received and discussions held.

The SBRHT Joint Exercise of Powers Agreement incorporates the provisions of SB 20 (2023), as well as the broader Joint Exercise of Powers Act. Utilizing the provisions of SB 20 allows the SBRHT to be an early adopter of this legislation, which may increase visibility and interest from the State Legislature and enhance opportunities for state funding. Incorporation of the broader Joint Exercise of Powers Act provides flexibility for the SBRHT to exercise powers that are common to its member agencies.

The governing structure of the SBRHT is centered on a Board of Directors, which exercises all powers and authority on behalf of the organization. The Board of Directors will consist of one locally elected representative from each participating member agency, as well as at least two housing policy experts. Housing policy experts will be selected by a vote of the elected members of the Board. The Board will also elect

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officers, including a Chair and Vice Chair, and may establish advisory committees as needed.

The SBRHT may contract for administrative staff or services as necessary. The Board is responsible for adopting bylaws, overseeing budgets, and ensuring compliance with California’s Joint Exercise of Powers Act and other applicable state laws. All meetings will be conducted in accordance with the Brown Act, ensuring transparency and public accountability. Overall, the governance model balances local representation with subject-matter expertise while maintaining operational independence from its Member Agencies.

The anticipated cost for the City to participate as a member agency will depend on the size of the participating jurisdiction under the proposed cost allocation structure. The total administrative cost to operate the San Bernardino Regional Housing Trust (SBRHT) is estimated at approximately $475,000 annually beginning in Year 3 and thereafter. Based on the current projections, annual contributions for participating jurisdictions are expected to range from approximately $31,000 to $55,000, depending on jurisdiction size.

It is important to note that 19 jurisdictions initially submitted Letters of Intent expressing interest in joining the SBRHT. To date, nine jurisdictions, including the County of San Bernardino, have confirmed their intent to bring the item before their respective councils or governing boards for approval. Should additional jurisdictions ultimately confirm their membership, the total administrative costs would be distributed among a larger number of members, which could reduce the annual contribution required from each participating jurisdiction.

Governance
The San Bernardino Regional Housing Trust (SBRHT) will be governed by a Board of Directors responsible for exercising all powers and authority on behalf of the organization. In accordance with the draft Joint Exercise of Powers Agreement and California Government Code Section 6539.1, the Board will consist primarily of locally elected officials representing participating member agencies, along with at least two housing or homelessness policy experts who are not elected officials. Each Member Agency may appoint one Director to serve on the Board, and the Director must be a locally elected official from that jurisdiction.

Directors serve two-year terms and may be reappointed for successive terms without limitation. The Board may also establish alternate representatives who may participate and act in the absence of the appointed Director, provided the alternate meets the eligibility requirements established in the Agreement and SBRHT bylaws. Directors serve without compensation, although reimbursement for approved expenses may be permitted in accordance with adopted policies.

If the City joins the SBRHT, the Mayor and City Council will be required to appoint one elected official to serve as the City’s Director and designate an Alternate representative

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to serve in the Director’s absence. This appointment ensures that the City is represented in decisions related to regional housing funding programs, policies, and administrative oversight of the Trust.

The Director must be appointed no later than the effective date of the City’s membership in the SBRHT, or shortly thereafter to ensure the City is represented on the Board.

Strategic Targets and Goals
Joining a Regional Housing Trust aligns with Strategic Target No. 2: Focused, Aligned Leadership and Unified Community as a Regional Housing Trust would allow the City to expand its funding pool and the resources necessary to increase affordable housing.

Both also align with Strategic Target No. 3: Improved Quality of Life.

Fiscal Impact
There is no fiscal impact to the General Fund with this action Conclusion
It is recommended that the Mayor and City Council of the City of San Bernardino, California:

1. Authorize the City to join the San Bernardino Regional Housing Trust; and

3. Appoint a representative to serve as the City’s Director on the San Bernardino Regional Housing Trust Board of Directors and designate an Alternate representative to serve in the Director’s absence. The appointee may be the Mayor or a member of the City Council; and

Attachments
Attachment 1 Letter of Intent-Executed
Attachment 2 Draft JPA Agreement
Attachment 3 Resolution No. 2026-021
Ward:

All Wards
Synopsis of Previous Council Actions:

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On January 17, 2023 The Mayor and City Council authorized the City to submit a Letter of Intent (LOI) to SBCOG indicating its intent to join the SBRHT.

On March 18, 2023 The Mayor and City Council voted to continue the SBRHT item to April 1, 2026 and requested the presence of a SBCOG representative to address Council questions.

CC: Eric Levitt, City Manager

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290 North D Street, San Bernardino, CA 92401 | P: 909-384-5122 | F: 909-384-5138 | www.SBCity.org Office of the Acting City Manager | Rochelle Clayton, Acting City Manager

June 17, 2024

Raymond Wolfe, Executive Director
San Bernardino Council of Governments
1170 W. Third Street, 2nd Floor
San Bernardino, California
92410

RE: INTEREST IN PARTICIPATING IN SAN BERNARDINO REGIONAL HOUSING TRUST Dear Mr. Wolfe,
The City of San Bernardino is interested in participating in the San Bernardino Regional Housing Trust (SBRHT) to be established by the San Bernardino Council of Governments (SBCOG). Through the SBR HT, the City of San Bernardino intends to further the SBRHT’s goal to attract significant funding and affordable housing development interest into the San Bernardino region.

The City of San Bernardino anticipates that SBCTA/SBCOG will administer SBRHT and that each participating Party shall make annual contributions toward the budgeted a dministrative costs of SBRHT.

In return, SBRHT will provide services and support to the region and its Parties to carry out the purpose of SBRHT.

This letter of interest is not a commitment, and we are providing this letter only to further the planning for the establishment of the SBRHT. Final commitment to join the SBHRT will be subject to City Council approval, funding availability, and other factors.

Should you have any questions regarding the City of San Bernardino’s interest, please contact Cassandra Searcy at [email protected] or at 909-210-7767.

Thank you.

Sincerely,

Rochelle Clayton
Acting City Manager
On behalf of the City of San Bernardino

DocuSign Envelope ID: 90016F16-BB04-4E7A-8CA4-E9139C7EE05F

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Joint Exercise of Powers Agreement

SAN BERNARDINO REGIONAL HOUSING TRUST
THIS JOINT EXERCISE OF POWERS AGREEMENT (“Agreement”) is made this 18th day of March, 2026 (“Effective Date”) pursuant to Government Code Section 6500 et seq., including but not limited to Government Code 6539.1, and other pertinent provisions of law, by and between San Bernardino County (the “County”) and those cities within San Bernardino County who become signatories to this Agreement (“Cities”), and relates to the joint exercise of powers among the signatories hereto, each of which is hereafter referred to as “Member Agency” and collectively referred to as “Member Agencies” or “Members”.”

RECITALS
A. The Member Agencies have determined that a shortage of affordable housing exists as a result of various causes and wish to provide additional housing opportunities in a coordinated and comprehensive manner. The Member Agencies acknowledge that an adequate supply of housing will provide social and economic benefits to residents and taxpayers of each Member Agency.

B. Each Member Agency has the individual power to plan, acquire, manage, regulate, operate, finance and control the development, construction, and operations of affordable housing programs, including housing serving the workforce, moderate- and lower-income households, and those experiencing homelessness, generated within its jurisdictional boundaries, as well as to create and issue development agreements for such activities. Nothing contained in this Agreement shall preclude any Member Agency from establishing, maintaining or providing programs or services to its respective residents as it deems proper or necessary.

C. The Member Agencies find it in their mutual economic interest to address housing needs of their residents on a regional level within the boundaries of San Bernardino County.

D. The Member Agencies desire to act in the public interest to lessen the burden on government by reducing the need for each Member Agency to act individually, and to provide charitable support for housing within their geographic boundaries.

E. California Government Code Section 6500 et seq. (“Joint Exercise of Powers Act” or “Act”) permits two or more public agencies to create joint powers authorities for the purposes set forth herein, permits the agencies to exercise jointly any power that the public agencies could exercise separately, and further grants certain additional powers to such joint powers authorities.

F. California Government Code Section 6539.1 authorizes the creation of a regional housing trust pursuant to the Joint Exercise of Powers Act, subject to certain requirements regarding governing composition and annual financial and auditing requirements.

G. Local land-use decisions remain solely with each Member Agency. Nothing in this Agreement deprives any party of its sovereign powers with respect to land use nor transfers such powers to this joint powers authority.

NOW, THEREFORE BE IT RESOLVED that the Member Agencies do hereby establish the entity to be known as the San Bernardino Regional Housing Trust, or SBRHT, to generate and/or maintain housing,

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disburse funding, and take other actions that will result in permanent additions to the housing stock within SBRHT’s jurisdictional boundaries, and do hereby agree as follows:

1. Purpose.

1.1 The purpose of this Agreement is to establish a legal public entity separate from the Member Agencies that shall be responsible for the joint acquisition, management, operation, fundraising, planning, adoption, financing, administration, review, monitoring, and reporting of certain housing activities in the region for the benefit of those experiencing homelessness and extremely low-, very low-, low-, and moderate-income households, as defined in Section 50093 of the Health and Safety Code. By entering this joint powers authority Agreement, the Member Agencies seek to gain economic benefits not realized when operating individually. Further, the establishment of this joint powers authority provides for the economic viability and coordination of housing program financing and facilities throughout SBRHT’s jurisdictional boundaries.

1.2 SBRHT shall be an entity which is legally independent from the parties to this Agreement and shall be responsible for the administration of this Agreement.

1.3 The assets, rights, debts, liabilities, and obligations of SBRHT shall not constitute assets, rights, debts, liabilities, and obligations of any of the Member Agencies. However, nothing in this Agreement shall prevent any of the Member Agencies from separately contracting for, or assuming responsibility for, specific debts, liabilities, or obligations of SBRHT, provided that the SBRHT Board of Directors (“Board”) and the Member Agency approve, in writing signed by each party, such contract or assumption.

2. Powers.

2.1 General Powers. SBRHT shall have all the powers common to the Member Agencies of this agreement necessary or convenient, specified or implied, to accomplish the purpose of this Agreement as set forth in Section 1 above, subject to the restrictions set forth in Section 2.7. Said powers shall be exercised in the manner provided in the Joint Exercise of Powers Act, including without limitation all powers set forth in Government Code Section 6539.1.

2.2 Specific Powers. Without limiting the generality of the powers conferred in subdivision 2.1 of Section 2, SBRHT is authorized to act on any or all of the following matters, as each Member Agency could act separately, and as it deems in the best interest of its Members, to the extent permitted by any and all applicable laws, codes, ordinances, resolutions, and regulations:
a. Facilitate and assist the Member Agencies and others in the housing sector to acquire, construct, rehabilitate, finance, refinance, operate, regulate, and maintain affordable housing programs, projects, and facilities, as determined by the Board. b. Coordinate and collaborate with Member Agencies on funding solicitations and other opportunities for the purposes set forth in this Agreement to minimize and avoid, where possible, competition and redundancy in the pursuit of funding. c. Facilitate the planning, study, and recommendation of proper and appropriate SBRHT programs, activities, and management practices; including the research and study of issues related to housing.
d. Educate the public, Member Agencies, and other agencies and entities on SBRHT programs.

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e. Provide for or enter into agreements to provide for administrative, financial, construction, engineering, legal, audit, and any other professional services supporting any of the SBRHT programs or activities.
f. Solicit, apply for, accept, and receive grants, donations, advances, and contributions. g. Sue and be sued in its own name.
h. Incur and discharge debts, liabilities, and obligations which may include but shall not be limited to being in the form of secured bonds, revenue bonds, or other forms of secured or unsecured debt.
i. Issue bonds or notes and associated covenants, for designated purposes. j. Acquire or protect any necessary security or leasehold interests involved in loans, bonds, notes, or other financing methods implemented to carry out the purpose of this Agreement. k. Acquire, hold, lease, improve, construct, rehabilitate, maintain, pledge, assign, mortgage, operate, and dispose of real and personal property as may be necessary and appropriate in connection with the creation, construction, financing, development, and maintenance of certain workforce and affordable housing and the programmatic needs of SBRHT. l. Issue and receive loans.
m. Acquire such insurance protection as it deems necessary. n. Adopt resolutions and ordinances necessary to carry out the purpose of this Agreement. o. Establish advisory committees or subcommittees as necessary. p. Form wholly-owned and controlled affiliate entities to accomplish any of its purposes. q. Adopt bylaws and such other rules and procedures as may be deemed necessary. r. Convey real and/or personal property interests and/or funds. s. Any other acts necessary to carry out the above identified actions that each Member Agency is empowered to take individually.

2.3 SBRHT shall undertake, facilitate, and encourage the acquisition, creation, construction, development, and maintenance of affordable housing programs, projects, and facilities, as determined by the Board.

2.4 SBRHT shall implement programs, financing mechanisms, and funding criteria to support and advance affordable housing opportunities within the jurisdictional boundaries of the Member Agencies. These programs may include, but are not limited to, loan and grant programs, land acquisition and disposition programs, and other initiatives designed to increase the supply, preservation, and quality of affordable housing.

2.5 SBRHT may establish criteria, policies, and guidelines governing eligibility, funding priorities, and program administration, provided such criteria are consistent with the purposes of this Agreement and applicable state and federal laws.

2.6 Equitable Member Agency Investment. The SBRHT Board shall establish criteria to allow for the equitable distribution of funds, and shall not exclude any Member Agency based on its rural, suburban, or urban character, as defined by the Board. Funding programs will not be set up as a means to impose zoning or land use changes within the boundaries of the Member Agencies.

2.7 Limitation on Powers. This Agreement does not authorize, and expressly prohibits, SBRHT to do any of the following:

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a. Nothing in this Agreement shall be construed as transferring or delegating to SBRHT any land use, zoning, or development permitting power of the Member Agencies. Each member agency shall retain full and independent authority over land use decisions within its jurisdiction, including but not limited to general plan amendments, zoning classifications, entitlements, and project approvals. Any project or program funded or supported by SBRHT shall comply with the applicable general plans, zoning ordinances, and other land use regulations of the member agency within which the project is located, unless otherwise approved by the Member Agency. b. Regulate land use within the jurisdiction of any of the Member Agencies; c. Levy, or advocate or incentivize the levying of, any land use exaction, such as an impact fee, charge, dedication, reservation, or tax assessment, as a condition of approving the funding for or approval of, a development project;
d. Require inclusionary zoning requirements;
e. Fund or otherwise approve an agreement for a housing project that is not permitted by the Member Agency within whose jurisdiction the project is proposed to be located; or f. Require any Member Agency to accept or provide any specific number of housing units as a prerequisite to joining or remaining a party to this Agreement. g. Impose additional development standards for grant funding beyond what is already conditioned by another entity.
h. In the event that the SBRHT has employees, the creation of any employee pension plan or any other retirement plan other than a plan created under the federal Internal Revenue Code Sections 401(k), 403(b), 457(b), or Roth account plan.

3. Term and Termination

3.1 This Agreement shall be effective, and SBRHT shall come into existence, on the Effective Date, which shall be the date upon which this Agreement has been approved by three eligible Member Agencies.

3.2 This Agreement shall continue until terminated or dissolved pursuant to Section 3.3 of this Agreement. However, in no event shall the Member Agencies terminate or dissolve SBRHT if its termination or dissolution would conflict with or violate the terms or conditions of any bonds, financial instruments, or related documentation by or on behalf of SBRHT, including, without limitation, indentures, resolutions, and letter of credit agreements.

3.3 This Agreement may be terminated by consent of a majority of the Member Agencies, and upon full and complete liquidation of all liabilities, including, but not limited to, any bonds, consistent with Section 3.2. Upon termination of this Agreement, any surplus money or assets in possession of SBRHT, after payment of all liabilities, shall be distributed to the then-existing Member Agencies in proportion to the contributions made by each.

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4. Governance

4.1 Members. The Member Agencies of SBRHT shall be the parties to this agreement who have not withdrawn from SBRHT, and such other entities that may join SBRHT after execution of this Agreement. New Members may join based on the terms and conditions set forth in Section 11.

4.2 Affiliates. Entities that are eligible to be a party to this Agreement may join the SBRHT as an affiliate. Entities that join as an affiliate are not eligible to have a member of their governing board serve on the Board of Directors, as described in Section 4.3, or receive funding for a project within their jurisdiction until such time, if ever, they become a Member of the SBRHT. An eligible entity may become an affiliate through written notice from the executive officer of the entity, but shall not be a party to this Agreement.

4.3 Board of Directors; Composition. SBRHT is governed and administered by a Board of Directors (“Board”) that shall exercise all powers and authority on behalf of SBRHT. The membership of the Board of SBRHT shall be in accordance with Government Code Section 6539.1, and as it may be amended. As currently required at execution of this Agreement, the SBRHT Board shall consist of at least five (5) Directors, as follows:
a. At least three (3) Directors shall be locally elected officials from their respective Member Agency jurisdictions, and appointed by their respective Member, and b. Each Member Agency may appoint up to one (1) Director, and c. At least two (2) Directors shall be experts in homeless or housing policy that are not elected officials of any local agency. These Director positions shall be selected by a majority vote of the elected membership of the Board prescribed in Section 4.3(a) of this Agreement, and d. A majority of Directors must be locally elected officials from their respective Member Agency jurisdiction, and
e. Alternates for each Director position may be established by the Board of Directors, provided that such alternates meet the requirements established in this Agreement and under the bylaws adopted by the Board of Directors.

4.4 Advisory Committees. The Board may establish one or more advisory committees to advise the Board, pursuant to the bylaws.

4.5 Director Terms. The Member Agencies shall select their respective Directors for the Board no later than the Effective Date, or the effective date of the respective Member Agency entering into this Agreement, as may be applicable. Each Director shall serve a term of two years, but may be reappointed for successive two-year terms in accordance with this Agreement. At least 15 days prior to the end of a Director’s term, the respective Member Agency must select a new Director or re-select the current Director for the new term of office. There is no limit on the number of terms a Director may serve. In the event of a vacancy on the Board in a Director position originally appointed by a Member Agency pursuant to this Agreement in Section 4.3(b), that Member Agency shall appoint a replacement in accordance with the criteria of Section 4.3(a) within 60 days of such vacancy who shall serve out the remainder of the term of the Director that has been replaced. In the event of a vacancy on the Board in a Director position appointed pursuant to this Agreement in

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Section 4.3(c), the SBRHT Board shall appoint a replacement in accordance with the criteria of Section 4.3(c) within 60 days of such vacancy who shall serve out the remainder of the term of the Director that has been replaced.

4.6 Officers. The Board of Directors shall elect a chairperson and a vice chairperson from among its Directors consistent with Section 8.6.

4.7 Compensation. Directors shall serve on the Board without compensation. Directors may be reimbursed for actual expenses that are approved in accordance with applicable provisions of this Agreement and SBRHT bylaws before the expenses are incurred.

5. Budgets and Financing.

5.1 The Fiscal Year of SBRHT shall, unless and until changed by the Board of Directors, commence on the 1st day of July of each year and shall end on the 30th day of June of the next succeeding year except that the initial Fiscal Year of SBRHT shall commence on the Effective Date of this Agreement and conclude on the next June 30th.

5.2 The Board shall annually adopt an operating budget for SBRHT setting forth anticipated expenses, financing sources and proposed service levels necessary to carry out the purposes of this Agreement. The payment of all SBRHT obligations is limited to the amount of appropriations allowed in SBRHT’s approved budget, except as it may be revised with the approval of a majority of the Board of Directors. The budget for SBRHT shall distinguish between administrative costs (i.e., the cost of operating SBRHT) and program costs (i.e., the financing of the programs funded or sponsored by SBRHT).

5.3 The particular Program and Program budget funded, sponsored, or operated by SBRHT, as well as the level of, and mechanisms for, the involvement of SBRHT and each Member Agency, in such Program and Program budget, shall be determined and approved by the Board. A Member Agency’s individual contribution, involvement, and role in any particular Program or the Program budget shall be mutually agreed between the Member Agency and SBRHT. By way of example only, said contributions, involvement, or role may include cash contributions, provision of services or staffing, use or transfer of title to real or personal property, pledges, guarantees, or whatever other instruments or involvement the Member Agency and SBRHT may agree to. Contributions of all kinds to the Program budget from private persons or entities and not-for-profit entities, whether their interests are represented by any Directors, are encouraged, so long as they do not cause a violation of any applicable conflicts of interest statutes, rules, or regulations.

6. Financial Management.

6.1 Pursuant to Government Code Sections 6505.5 and 6505.6, the Board shall appoint an officer of SBRHT to hold the offices of treasurer and auditor of SBRHT. This officer can be either the treasurer of a Member Agency to this Agreement or a certified public accountant. Such person or persons shall possess the powers of and shall perform the treasurer and auditor functions for SBRHT required by Sections 6505, 6505.5, and 6505.6 of the Government Code, including any amendments thereto. Pursuant to Government Code Section 6505.1, the auditor and

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treasurer shall have charge of certain property of SBRHT. The treasurer and auditor shall ensure that there shall be strict accountability of all funds and reporting of all receipts and disbursements of SBRHT. The treasurer and auditor of SBRHT shall be required to file an official bond as required by Government Code Section 6505.1 with the Board of Directors in an amount which shall be established by the Board. Should the existing bond or bonds of any such officer be extended to cover the obligations provided herein, said bond shall be the official bond required herein. The premiums on any such bonds attributable to the coverage required herein shall be an appropriate expense of SBRHT.

6.2 SBRHT shall publish an Annual Financial Report that shall describe the funds received by SBRHT and the use of such funds by SBRHT. The Annual Financial Report shall describe how the funds received by SBRHT have furthered the purpose of SBRHT.

7. Additional Officers and Staffing.

7.1 It is understood that SBRHT will require the support of administrative staff. When deemed necessary, the Board may contract for officers and staff with a Member Agency, the San Bernardino Council of Governments, or other independent contractors, agents, or volunteers as the Board may deem necessary to carry out any of SBRHT’s powers, upon such terms and conditions as the Board may require, including the retaining of professional and technical assistance, provided that adequate funds are available in SBRHT’s budget and are appropriated by SBRHT therefore.

7.2 None of the officers, agents, or staff, if any, directly contracted by SBRHT shall be deemed, by reason of their roles or duties or contracted status, to be employed by any Member Agency.

7.3 The officer or staff may be delegated authority as deemed necessary or appropriate by the Board.

7.4 If SBRHT contracts with a Member Agency to provide SBRHT with administrative services through persons who are employees and/or officers of the Member Agency, then any retirement liabilities associated with that Member Agency’s employees and/or officers shall not constitute a liability of SBRHT or any other Member Agency. This shall not preclude a Member Agency providing administrative services to SBRHT pursuant to a contract with SBRHT from accounting for such salary and benefit costs when negotiating the rates that the Member will charge SBRHT for providing such services.

7.5 All privileges and immunities from liability, exemptions from laws, ordinances and rules, and benefits that apply to officers, agents, or employees of a Member Agency shall apply to the same extent when performing duties for SBRHT.

8.Meetings.

8.1 The Board shall schedule at least two (2) regular meetings each Fiscal Year.

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8.2 Special meetings of the Board may be called by the Chairperson of the Board and otherwise in accordance with provisions of California Government Code §Section 54956 and any applicable SBRHT bylaws.

8.3 All meetings of the Board shall be held subject to the provisions of California Government Code §Section 54950 et seq. (the “Brown Act”) and other applicable laws of the State of California.

8.4 A quorum is established if at least a majority of Directors are present at a meeting, except that less than a quorum may adjourn a meeting to another time and place. Unless otherwise provided in this Agreement or otherwise defined in the Bylaws, actions and decisions of the Board of Directors may be taken by a majority of the quorum present at any meeting. Each Director of a Member Agency shall have one vote and no weighted or proxy votes shall be permitted.

8.5 The Board of Directors shall cause minutes of all regular, adjourned regular, and special meetings to be kept as record of all meetings.

8.6 The Board of Directors shall elect a chairperson and a vice chairperson from among its Directors at the first meeting held in each calendar year. In the event that the chairperson or vice chairperson so elected ceases to be a Director, the resulting vacancy shall be filled at the next regular meeting of the Board of Directors held after such vacancy occurs or at a special meeting called for that purpose. In the absence or inability of the chairperson to act, the vice chairperson shall act as chairperson. The chairperson, or in the chairperson's absence, the vice chairperson, shall preside at and conduct all Board of Director meetings.

8.7 The Board of Directors may adopt, from time to time, by resolution, such rules, regulations and bylaws for the conduct of its meetings and affairs as the Board determines is necessary or convenient.

9. Bylaws.

9.1 The Board shall adopt bylaws for the conduct of its affairs, provided that they are consistent with this Agreement and are appropriate in order to carry out SBRHT’s purpose.

9.2 The Board may, from time to time, amend its bylaws.

10. Fees.

10.1Member Agencies shall make annual contributions (“Administrative Fee”) towards the budgeted administrative costs of SBRHT in accordance with a cost allocation as determined and approved annually by the Board of Directors. Payment shall be due within 30 days of receipt of an invoice from SBRHT.

11. New Members.

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11.1New Member Agencies may be added to SBRHT by a majority vote of the Directors present at the meeting. Membership is effective immediately upon execution of this Agreement by the new Member Agency.

12. Withdrawal.

12.1It is fully anticipated that each Member Agency shall participate in SBRHT until the purposes set forth in this Agreement are accomplished. A Member Agency may withdraw from SBRHT upon its governing board’s adoption of a resolution stating its intent to withdraw from SBRHT. The withdrawal of any Member Agency shall be conditioned as follows:
a. The withdrawal shall be effective at the end of the SBRHT Fiscal Year which is at least 180 days after the receipt by SBRHT of a written notice of the Member Agency’s intent to withdraw, accompanied by a copy of the governing board resolution stating the intent to withdraw; and b. Unless otherwise provided by a unanimous vote of the SBRHT Board, withdrawal shall result in the forfeiture of that Member Agency’s rights and claims relating to distribution of property and funds upon termination of SBRHT. Withdrawn Members shall not be entitled to any reimbursement of Administrative Fees.

13. Amendments.

13.1Except as provided in Sections 11 and 12, subject to all legal obligations of SBRHT, this Agreement may be amended by a writing executed by all of the Member Agencies of SBRHT.

14. Notices.

14.1 All notices to the Member Agencies shall be deemed to have been given to the Member Agencies (1) three days after mailing when mailed, postage prepaid by United States mail, return receipt requested, or (2) at the time of delivery when delivered personally or by courier service to the Member Agency’s City or County Clerk during usual business hours at the principal office.

14.2All notices to SBRHT shall be sufficiently given if made in writing and delivered either personally or by registered or certified mail, postage prepaid, to the executive officer of SBRHT at the following address, or to such other address as may be designated to SBRHT for formal notice:
1170 W. Third Street
2nd Floor
San Bernardino, CA 92410

15. Assignments; Other Agreements.

15.1This Agreement shall be binding upon and shall inure to the benefit of the successors of any Member Agency. No Member Agency may assign any right or obligation hereunder without the written consent of all other Member Agencies. Participation in SBRHT is not intended to preclude Member Agencies from entering into similar agreements with other jurisdictions.

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16. Severability.

16.1Should any part, term, portion, or provision of this Agreement, or the application thereof to any person or circumstance, be held to be illegal or in conflict with any law of the State of California, or otherwise be rendered unenforceable or ineffectual, it shall be deemed severable, and the remainder of this Agreement or the application thereof to other persons or circumstances shall continue to constitute the agreement the Member Agencies intended to enter into in the first instance.

17. Headings.

17.1All section headings contained in this Agreement are for convenience and reference only. They are not intended to define or limit the scope of any provision of this Agreement.

18. Non-Liability for Obligations of SBRHT.

18.1The debts, liabilities, and obligations of SBRHT shall not be considered the debts, liabilities, or obligations of any Member Agency or its respective officers, agents, employees, representatives, or volunteers.
a. Assignment. Each Member Agency shall assign to the SBRHT its rights, title, and interest to recover damages from any third party for Claims (as defined in Subsection d below) arising out of this Agreement, to the extent that the SBRHT has met its obligations to defend and indemnify such Member Agency pursuant to this section.
b. Survival. SBRHT’s duty to defend, indemnify, and hold harmless Member Agencies shall survive and continue in full force and effect after withdrawal of any Member from this Agreement, including as to the withdrawing Member Agency, or termination of this Agreement for any reason with respect to any Claims, as defined in 18.1.ed., that occurred before the date of such withdrawal or termination.
c. Pursuant to the provisions of California Government Code Section 895 et seq., each Member Agency that is party to this Agreement shall be liable for its own negligent or wrongful acts or omissions and those of its officers, employees, and agents. d. Indemnification. The SBRHT shall defend, indemnify, and hold harmless each Member Agency, its officers, agents, employees, representatives, and volunteers (the “Indemnitees”) from and against any loss, injury, claim, lawsuit, liability, expense, or damages of any kind or nature (collectively, “Claims”) brought by a third party which arises out of or in connection with SBRHT’s acts and omissions related to its purposes set forth in this Agreement, including such third-party claims arising out of or in connection with any Indemnitees acting within their authorized capacity as an officer, agent, employee, representative, or volunteer of SBRHT. The SBRHT’s duty to defend and indemnify under this section shall not extend to Claims otherwise arising out of the Indemnitees’ own active negligence, omissions, or willful misconduct, whether in whole or part.
e. Liability Financing. The SBRHT shall finance its obligation pursuant to this Subsection by establishing a liability reserve fund, and/or by purchasing commercial insurance, and/or by joining a joint powers insurance authority (JPIA) as determined by the Board. In the event SBRHT’s financial obligations to indemnify, defend, and hold harmless, pursuant to this

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Subsection, exceed the liability reserve fund and/or the proceeds from any applicable insurance and/or JPIA coverage maintained by the SBRHT (hereinafter “Unfunded Liability”), the Member Agencies may provide for contribution or indemnification by any or all of the Member Agencies that are parties to the agreement upon any liability arising out of the performance of the agreement, and/or a Member Agency or Member Agencies may meet and confer with SBRHT in good faith to negotiate alternative means or mechanisms by which SBRHT may fund such Unfunded Liability; however, in no event shall the event of an Unfunded Liability relieve, limit, or waive SBRHT’s obligations of indemnity or defense to each Member Agency as first set forth above in this section. Nothing herein shall obligate any Member Agency to indemnify or hold harmless SBRHT for an Unfunded Liability or to make any contribution towards an Unfunded Liability. In no event shall any Unfunded Liability of the SBRHT be passed through to a Member Agency without the express, written, and voluntary approval of that Member Agency’s governing body via a separate instrument.

19. Governing Laws and Venues.

19.1This Agreement is made in the State of California under the Constitution and laws of such State and shall be construed and enforced in accordance with the laws of California. The parties agree that any legal action, suit, or proceeding arising out of or relating to this Agreement shall be instituted and maintained exclusively in the state within the County of San Bernardino, California. Each party irrevocably submits to the personal and subject matter jurisdiction of such courts and waives any objection to venue or forum non conveniens with respect to actions brought in those courts.

20. Confirmation of Jurisdictional Authority.

20.1By signing this Agreement, the Member Agencies retain all jurisdictional authority granted to them by the State and/or their respective Charters. The powers and/or authority granted to SBRHT pursuant to this Agreement shall in no way serve to limit or restrict an individual Member Agency’s jurisdictional authority.

IN WITNESS WHEREOF, the parties hereto by their duly authorized representative, have affixed their signatures on this Agreement, effective as of the date first stated above.

MEMBER AGENCY: [ENTER MEMBER AGENCY NAME]
By:
[INSERT Name of Authorized Signatory, Title]
Attest:
[INSERT Name of Witness (e.g. Clerk), Title]
MEMBER AGENCY:

By:

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[INSERT Name Authorized Signatory, Title]
Attest:
[INSERT Name of Witness (e.g. Clerk), Title]

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Resolution No. 2026-021
Resolution 2026-021
April 1, 2026

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RESOLUTION NO. 2026-021

RESOLUTION OF THE MAYOR AND CITY COUNCIL OF

THE CITY OF SAN BERNARDINO, CALIFORNIA,

APPROVING PARTICIPATION IN THE SAN

BERNARDINO REGIONAL HOUSING TRUST JOINT

POWERS AUTHORITY AND AUTHORIZING THE CITY

MANAGER, OR DESIGNEE, TO EXECUTE THE

AGREEMENT ON BEHALF OF THE CITY

WHEREAS, The San Bernardino Regional Housing Trust (SBRHT) will be formed upon the approval of at least three qualified members as a joint powers authority between Member Agencies throughout the San Bernardino Council of Governments region (region); and WHEREAS, SBRHT was created for the purpose of funding housing that assists persons and families with extremely low -, very low -, low- and moderate-incomes, including individuals and families experiencing homelessness and workforce households within the region; and WHEREAS, the City of San Bernardino (herby referred to as “City”) is committed to increasing the supply of affordable housing and addressing the housing needs of residents across all income levels; and
WHEREAS, the City determined that there are limited financial resources for affordable housing development and that additional local financing will increase the competitiveness of individual projects for the State and Federal resources; and WHEREAS, the SBRHT provides an opportunity to raise and pool funds to support the development of affordable and workforce housing including the development of financing, preservation and rehabilitation of such housing; and
WHEREAS, the City find it in their mutual economic interest to address the housing needs of their residents on a regional level; and
WHEREAS, the City determined that it is in the public interest and for the public benefit that the “City” become a member of the SBRHT to further facilitate the development of affordable housing in the [“City” and throughout the region, including the financing of projects therefore by the SBRHT; and
WHEREAS, the City will be joining other jurisdictions that are members of the SBRHT in efforts to increase State and Federal resources for affordable housing directed to SBRHT; and WHEREAS, the Agreement has been filed with the City, and the members of the Mayor and City Council, with the assistance of its staff, have reviewed said document; and

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Resolution No. 2026-021
Resolution 2026-021
April 1, 2026

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WHEREAS, the SBRHT is authorized to issue grants and loans to developers for the purpose, among others, of financing and refinancing the construction, acquisition, and rehabilitation of affordable housing; and
WHEREAS, the City anticipates there will be affordable housing projects in need of financing located in the City.

WHEREAS, the SBRHT shall be legally independent from the City and its debts, liabilities, and obligations shall not constitute those of the City unless expressly agreed to by both parties; and
WHEREAS, local land use authority remains fully vested in the City, and nothing in the Joint Exercise of Powers Agreement shall be construed to transfer, limit, or otherwise affect the City’s sovereign authority over land use decisions; and WHEREAS, the City Council finds it to be in the best interest of the City and its residents to join the SBRHT and support regional housing solutions.

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

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

SECTION 2, The Mayor and City Council hereby authorize the City’s membership in the San Bernardino Regional Housing Trust (SBRHT).

SECTION 3, The Mayor and City Council reviewed and approves of the Joint Exercise of Powers Agreement Draft substantially in the form attached (Attachment 2) SECTION 4, The adoption of this Resolution shall not obligate the City or any department thereof to (i) provide any financing to acquire, construct or operate any Project or any refinancing of any Project; (ii) approve any application or request for or take any other action in connection with any planning approval, permit o r other action necessary for the acquisition, improvement, rehabilitation or operation of any Project; (iii) require any contribution or advance any funds whatsoever to the SBRHT other t han membership fees for administrative costs; or (iv) except as provided in this Resolution, take any further action with respect to the SBRHT or its membership therein.

SECTION 5, The Mayor, or their designee , the City Clerk, and all other proper officers and officials of the City, are hereby authorized and directed to execute the Joint Exercise of Powers Agreement and to perform such other acts and deeds, as may be necessary or convenient to affect the purposes of this Resolution and the transactions authorized herein. Additionally, the City Manager is authorized, subject to review by the City Attorney, to make or agree to any modifications to the Joint Powers Agreement that are in furtherance of the overall goal of this

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Resolution No. 2026-021
Resolution 2026-021
April 1, 2026

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Resolution and the intent of the Agreement without creating any additional financial obligations or liability for the City.

The City Clerk shall forward a certified copy of this Resolution and an originally executed Agreement to the SBRHT:

San Bernardino Regional Housing Trust
Attn: Monique Arellano, Director of the Council of Governments 1170 West Third Street, 2nd Floor
San Bernardino, CA 92410

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

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

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

APPROVED and ADOPTED by the City Council and signed by the Mayor and attested by the City Clerk this 1st day of April 2026.

Helen Tran, Mayor
City of San Bernardino

Attest:

Telicia Lopez, CMC, City Clerk

Approved as to form:

Sonia Carvalho, City Attorney

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Resolution No. 2026-021
Resolution 2026-021
April 1, 2026

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CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO) ss

CITY OF SAN BERNARDINO )

I, Telicia Lopez , CMC, City Clerk, hereby certify that the attached is a true copy of Resolution No. 2026-021, adopted at a regular meeting held on the 1st day of April 2026 by the following vote:

WITNESS my hand and official seal of the City of San Bernardino this ___ day of ____________ 2026.

Telicia Lopez, CMC, City Clerk

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DISCUSSION
City of San Bernardino
Request for Council Action
Date: April 1, 2026
To: Honorable Mayor and City Council Members
From: Eric Levitt, City Manager
Department: Economic Development
Subject: Disposition and Development Agreement (DDA) with Montebello Housing Development Corporation (MHDC) for
the Development of Surplus Land Act Site 6 for Affordable Housing (Ward 2)
Recommendation:

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

0.15 acres of city-owned surplus land, identified as site 6 for affordable housing; and

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

City Manager's Comments
The City Manager recommends approval.

Executive Summary
Montebello Housing Development Corporation (MHDC) is proposing to develop two manufactured housing units on City-owned surplus land located at 1715 N. Arrowhead Avenue. The primary unit would include a three-bedroom, two-bathroom residence of approximately 1,000 square feet, and the secondary unit would be a one-bedroom, one-bathroom accessory dwelling unit (ADU) of approximately 750 square feet.

Entering into a Disposition and Development (DDA) Agreement with MHDC will establish the framework for site disposition and project development, including terms

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related to site control, affordability requirements, project design, financing strategy, development milestones, and long-term compliance. Approval of the DDA will enable the City to advance the timely development of affordable housing on the site in a manner consistent with the Surplus Land Act and the City’s housing goals.

MHDC has demonstrated the financial capacity, development experience, and organizational ability to perform, allowing the City to proceed directly to a DDA without first entering into an Exclusive Negotiating Agreement. The DDA establishes the framework for site disposition and project development, including terms related to site control, affordability requirements, project design, financing strategy, development milestones, and long-term compliance. Approval of the DDA will enable the City to advance the timely development of affordable housing on the site in a manner consistent with the Surplus Land Act and the City’s housing goals.

Background
The City owns properties located at 1715 N. Arrowhead Avenue, identified as Surplus Land Act Site 6. This property was 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 sites include the following Assessor’s Parcel Number (APN): 0146-072-02.

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 October 14, 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
MHDC proposes the development of affordable homeownership housing on the City- owned surplus land site located along North Arrowhead Avenue (Site 6). The proposed project consists of two manufactured housing units designed to provide efficient, high- quality, and cost-effective housing. The primary unit would include a three-bedroom, two-bathroom residence of approximately 1,000 square feet. The secondary unit would be a one-bedroom, one-bathroom accessory dwelling unit (ADU) of approximately 750 square feet.

MHDC has determined that the use of manufactured housing represents an economical and time-efficient development approach, allowing for reduced construction timelines while maintaining quality standards. The estimated total project cost, including both direct and indirect development costs but excluding land costs, is approximately $458,000. This cost structure reflects MHDC’s experience with similar housing types and supports the financial feasibility of the project.

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Montebello Housing Development Corporation (MHDC) is a seasoned nonprofit affordable housing developer with more than 25 years of demonstrated experience in the development of affordable homeownership housing. MHDC was established following a determination by the Montebello City Council in 1991 that there was a critical need for affordable housing within the community. As part of the City’s Affordable Housing Strategic Plan, MHDC was incorporated in November 1992 as a public service nonprofit organization to address this need.

MHDC has successfully developed multiple single-family, detached infill housing projects intended for low-income buyers, demonstrating consistent performance in project delivery, financial management, and regulatory compliance. The organization has maintained a long-standing financial relationship of approximately 34 years with East West Bank of California. In addition to providing standard commercial banking services, East West Bank has served as a construction lender for several MHDC affordable housing developments. This established banking relationship further supports MHDC’s ability to secure construction financing for future projects, including the proposed development on the Arrowhead Avenue site.

Due to its long-term operational stability, MHDC has accumulated a reasonable level of organizational assets and maintains sufficient financial capacity to advance development activities. The organization has indicated that it intends to obtain a construction loan from East West Bank for the proposed project, if needed.

Additionally, MHDC has stated that the estimated cost of the proposed development is significantly lower than that of prior projects it has completed, and that it would be capable of self-financing portions of the project should circumstances require.

Based on MHDC’s demonstrated development history, financial capacity, and proposed project approach, staff finds that the developer is qualified to proceed directly into a Disposition and Development Agreement for the Arrowhead Avenue site.

The following summarizes the key terms of the proposed Disposition and Development Agreement (DDA) between the City of San Bernardino and Montebello Housing Development Corporation (MHDC). The DDA establishes the conditions under which the City-owned surplus land will be conveyed and developed with affordable housing, subject to applicable approvals and compliance with all governing laws and regulations:
Property: Approximately 0.15 acres of City-owned surplus land located along North Arrowhead Avenue in Ward 2, identified as Surplus Land Act Site 6. Developer: Montebello Housing Development Corporation (MHDC), a nonprofit affordable housing developer.
Project Description: Development of affordable homeownership housing consisting of one primary single-family residence and one accessory dwelling unit (ADU), utilizing manufactured housing.

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Affordability: The primary unit and ADU shall be restricted to households meeting applicable low- and/or moderate-income affordability requirements, consistent with the Surplus Land Act and terms negotiated in the DDA. Disposition Terms: The City shall convey the property to MHDC upon satisfaction of all conditions precedent set forth in the DDA, including project approvals, financing commitments, and compliance with applicable laws. Development Schedule: MHDC shall be required to meet defined development milestones, including permitting, commencement of construction, and project completion, as specified in the DDA.
Financing: The project is anticipated to be financed through a combination of private construction financing and developer equity. MHDC has indicated its intent to pursue construction financing through East West Bank of California, if needed.
Estimated Project Cost: Total estimated development costs, exclusive of land value, are approximately $458,000.
Design and Construction: The project shall comply with all applicable zoning, building codes, and City design standards, and utilize manufactured housing as an efficient and cost-effective construction method
Reversionary Interest: The DDA shall include reversionary provisions and remedies to protect the City’s interest in the event of default or failure to perform Assignment and Amendments: Assignment of the DDA shall be subject to City approval. The City Manager, Deputy City Manager, or designee is authorized to approve minor amendments, extensions, and related documents consistent with the intent of the DDA.
Restrictive Covenant: A Declaration of Restrictive Covenants shall be recorded against the property to ensure long-term affordability. The covenant shall require that the dwelling units remain affordable to and occupied by lower- income households for a minimum period of 55 years for rental housing and 45 years for ownership housing. The initial occupants of all ownership units shall be lower-income households, and such units shall be subject to an equity sharing agreement consistent with the provisions of paragraph (2) of subdivision (c) of Section 65915 of the California Government Code. 2021-2025 Strategic Targets and Goals
Approving the DDA aligns with Key Strategic Target and Goal No. 3: Improved Quality of Life. Partnering with MHDC to develop affordable housing will reduce 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.

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

0.15 acres of city-owned surplus land, identified as site 6 for affordable housing; and

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

Attachments
Attachment 1 Resolution No. 2026-034
Attachment 2 Disposition and Development Agreement Ward: 2
Synopsis of Previous Council Actions:

N/A

CC: Eric Levit, City Manager

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Resolution No. 2026-034
Resolution 2026-034
April 1, 2026

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RESOLUTION NO. 2026-034

A RESOLUTION OF THE MAYOR AND CITY COUNCIL

OF THE CITY OF SAN BERNARDINO, CALIFORNIA,

APPROVING A DISPOSITION AND DEVELOPMENT

AGREEMENT WITH MONTEBELLO HOUSING

DEVELOPMENT CORPORATION FOR THE

DEVELOPMENT OF CITY-OWNED SURPLUS LAND (SITE
6) FOR AFFORDABLE H OUSING AND AUTHORIZING
EXECUTION OF RELATED DOCUMENTS.

WHEREAS, the City of San Bernardino (“City”) is the owner of approximately 0.15 acres of real property located along North Arrowhead Avenue in Ward 2, identified as Surplus Land Act Site 6 (“Property”); and
WHEREAS, the Property was declared surplus land pursuant to the Surplus Land Act (California Government Code Section 5422 1 et seq.), and the City has completed all required noticing, outreach, and good faith negotiation procedures in coordination with the California Department of Housing and Community Development (“HCD”); and WHEREAS, the City seeks to advance the development of affordable housing consistent with State law and the City’s housing goals; and
WHEREAS Montebello Housing Development Corporation (“MHDC”) is a nonprofit affordable housing developer with demonstrated experience in the development of affordable homeownership housing, financial capacity, and the organizational ability to perform the obligations contemplated under a Disposition and Development Agreement; and WHEREAS, based on MHDC’s demonstrated qualifications, prior development experience, and financial capacity, staff has determined it is appropriate to proceed directly to a Disposition and Development Agreement without first entering into an Exclusive Negotiating Agreement; and
WHEREAS, the proposed Disposition and Development Agreement (“DDA”) establishes the terms and conditions for the conveyance and development of the Property for affordable housing, including affordability requirements, development milestones, financing, and long -term compliance; and
WHEREAS, the DDA requires the recordation of a Declaration of Restrictive Covenants to ensure long-term affordability of the dwelling units consistent with State law; and WHEREAS, the City Council has reviewed and considered the proposed DDA and finds that approval of the agreement will further the public interest by facilitating the development of affordable housing on surplus City-owned land.

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Resolution No. 2026-034
Resolution 2026-034
April 1, 2026

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NOW, THEREFORE, 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 as findings of the City Council.

SECTION 2. The City Council hereby approves the Disposition and Development Agreement between the City of San Bernardino and Montebello Housing Development Corporation for the development of approximately 0.15 acres of City -owned surplus land identified as Site 6 for affordable housing.

SECTION 3. The City Manager or designee is hereby authorized to execute the Disposition and Development Agreement and any related documents, including amendments, extensions, and other instruments necessary to effectuate the intent of this Resolution, subject to approval as to form by the City Attorney.

SECTION 4. The DDA shall require the recordation of a Declaration of Restrictive Covenants against the Property providing that the dwelling units remain affordable to and occupied by lower-income households for a minimum period of 55 years for rental housing and 45 years for ownership housing. The initial occupants of all ownership units shall be lower-income households, and ownership units shall be subject to an equity sharing agreement consistent with paragraph (2) of subdivision (c) of Section 65915 of the California Government Code.

SECTION 5. All actions taken pursuant to this Resolution shall be consistent with the Surplus Land Act and all other applicable federal, State, and local laws and regulations.

SECTION 6. Severability. If any provision of this Resolution or its application is held invalid, such invalidity shall not affect other provisions, which shall remain in full force and effect.

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

APPROVED and ADOPTED by the City Council and signed by the Mayor and attested by the City Clerk this 1st day of April, 2026.

Helen Tran, Mayor
City of San Bernardino

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Resolution No. 2026-034
Resolution 2026-034
April 1, 2026

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Attest:

__________________________________
Telicia Lopez, CMC, City Clerk

Approved as to form:

__________________________________
Sonia Carvalho, City Attorney

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Resolution No. 2026-034
Resolution 2026-034
April 1, 2026

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CERTIFICATION

STATE OF CALIFORNIA)
COUNTY OF SAN BERNARDINO) ss

CITY OF SAN BERNARDINO)

I, Telicia Lopez , CMC, City Clerk, hereby certify that the attached is a true copy of Resolution No.2026-034, adopted at a regular meeting held at the 1st day of April, 2026 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 ____________ 2026.

______________________________
Telicia Lopez, CMC, City Clerk

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55600.00203\44673574.1

DISPOSITION AND DEVELOPMENT AGREEMENT
(1715 North Arrowhead Avenue)
between

THE CITY OF SAN BERNARDINO
a California municipal corporation

and

MONTEBELLO HOUSING DEVELOPMENT CORPORATION,
a California noprofit corporation

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1 This DISPOSITION AND DEVELOPMENT AGREEMENT (1715 North Arrowhead Avenue) (“Agreement”) is dated as of __________, 2026 (“Effective Date”), for reference purposes only, and is entered into by and between the City of San Bernardino, a California municipal corporation (“City”), and Montebello Housing Development Corporation, a California noprofit corporation (“Developer”). The City and the Developer are sometimes referred to in this Agreement, each individually, as a “Party,” or collectively, as the “Parties.”

RECITALS
This Agreement is entered into with reference to the following recitals of fact (“Recitals”) that City and Developer believe to be true as of the Effective Date of this Agreement:

A. City, the fee owner of that certain real property located at 1715 North Arrowhead Avenue, known as Site 6 for Surplus Land Act (the “Act”) disposal purposes, (APN: 0146-072- 02), in the City of San Bernardino and State of California more specifically described in Exhibit A (the “Property”); and
B. On November 16, 2022, the City Council, adopted Resolution No. [Insert Resolution No.], which declared the Property surplus under the Act and issued Notices of Availability (“NOA”) on November 30, 2022 and February 27, 2024 ; and C. On or about October 14, 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, provided that the required affordability covenant is recorded against the Property; and D. City has selected Developer to develop the Property; and E. Developer proposes to acquire, construct and develop the Property with two manufactured housing units constiting of a primiary unit with 3-bedrooms and 2 bathrooms and a secondary unit with 1-bedroom and 1 bathroom (the “Project”). The proposed Project will be developed pursuant to the Scope of Development and Schedule of Performance attached hereto as Exhibits C & D and incorporated herein by this reference; and F. Developer’s proposed acquisition of the Property and subsequent construction, development and completion of the Project on the Property pursuant to the terms of this Agreement is in the best interest of the City and the health, safety and welfare of the City’s taxpayers and residents and is in accordance with the public purposes set forth in applicable law.

Implementation of this Agreement will further the goals and objectives of the City’s general plan by: (i) developing an adequate and diverse supply of quality housing, (ii) promoting the efficient use and development of land, and (iii) alleviating economic and physical blight on the Property and in the surrounding community; and

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2 G. The City desires to sell the Property to the Developer for the construction and development of the Project and the Developer desires to aquire the Property from the City for the same purpose.

NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by City and Developer, the Parties agree as follows:

TERMS AND CONDITIONS

ARTICLE I
DEFINITIONS; REPRESENTATIONS AND WARRANTIES;

EFFECTIVE DATE

1.1 Definitions. All initially capitalized terms not otherwise defined in this Agreement shall have the following meanings:

1.1.1 “Additional Insureds ” has the meaning ascribed to such term in Section 5.10.

1.1.2 “Affiliate” means and refers to any person or entity, directly or indirectly, Controlling or Controlled by or under common Control with the Developer, whether by direct or indirect ownership of equity interests, by contract or otherwise.

1.1.3 “Affordability Covenant” means the Affordable Housing Regulatory Agreement With Declaration of Restrictive Covenants required by this Agreement and in substantially the same form as Exhibit I.

1.1.4 “CEQA” means the California Environmental Quality Act, Public Resources Code Sections 21000, et seq.

1.1.5 “Certificate of Completion” means the written certification of City that the construction of each phase of the Project, as described in the Schedule of Performance and referenced on Exhibit B hereto, has been completed in compliance with the terms and conditions of this Agreement, substantially in the form of Exhibit H attached to this Agreement.

1.1.6 “City” means the City of San Bernardino, California, a California municipal corporation, whether acting in its capacity as Successor Agency to the former Redevelopment Agency or otherwise.

1.1.7 “City Manager ” means the City Manager of the City or his or her designee or successor in function.

1.1.8 “City Requirements” has the meaning ascribed to the term in Section

2.7.1. 1.1.9 “City’s Title Notice Response” means the written response of the City to the Developer’s Title Notice, in which the City either (i) elects to cause the removal from the

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3 Preliminary Report of any matters shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Title Policy that were objected to in the Developer’s Title Notice, or (ii) elects not to cause the removal from the Preliminary Report of any matters shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Title Policy that were objected to in the Developer’s Title Notice.

1.1.10 “Close of Escrow” or “Closing” means the recording of the Grant Deed for the Property in the Official Records of the Recorder of the County, and completion of each of the actions set forth in Article III by the Escrow Holder for the City to sell the Property to the Developer and the Developer to purchase the Property from the City.

1.1.11 “Closing Date” means the date that the Closing occurs.

1.1.12 “Completion of Construction ” means the issuance of a Certificate of Completion confirming that the final certificate of occupancy for each phase of the Project, as described in the Schedule of Performance and referenced on Exhibit B hereto, based on the plans submitted by the Developer to the City, has been issued.

1.1.13 “Construction Commencement Date ” means the date that is ninety (90) days from the Permit Issuance Date.

1.1.14 “Construction Costs” means the total cost incurred by Developer in acquiring the Property and constructing the Project in accordance with this Agreement.

1.1.15 “Construction Drawings Submittal Date ” means the date when Developer submits to the City its Plans and Specifications, which date shall be no later than one hundred eighty (180) days from the Entitlement Obtainment Date. This 180 day time period for Developer to submit Plans and Specifications to the City shall be extended, to the extent necessary, to negotiate and obtain any and all necessary approvals from any City Department, Government Agency, and/or utility company that would be required prior to submitting any Plans and Specifications. City Department(s), government agencies, and/or utility companies, include but are not limited to, City Planning Department, Building and Safety Deparment, Community Development and Housing Department, Fire Department, Police Department, Water Department, East Valley Water District, Southern California Edison, Southern California Gas Company, San Bernardino County Health Department, and/or consultants of the City.

1.1.16 “Construction Lender ” means a Lender(s) that provide(s) a Construction Loan to the Developer to pay the Construction Costs of all or a portion of the Project.

1.1.17 “Construction Loan ” means a Loan obtained by Developer from a Construction Lender to finance all or part of the Construction Costs in conformity with the Financing Plan.

1.1.18 “Construction Loan Deed of Trust(s)” means the Lien(s) required by a Construction Lender to secure the Developer’s performance under the associated Construction Loan.

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4 1.1.19 “Control” means and refers to possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether by ownership of equity interests, by contract or otherwise.

1.1.20 “Controlling” and “Controlled” mean and refer to exercising or having Control.

1.1.21 “County” means the County of San Bernardino, California.

1.1.22 “Developer’s Title Notice” means a written notice from the Developer to the City indicating the Developer’s acceptance of the state of the title to the Property, as described in the Preliminary Report, or the Developer’s objection to specific matters shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Title Policy for the Property, describing in suitable detail the actions that the Developer reasonably believes are indicated to cure or correct each of the Developer’s objections.

1.1.23 “Developer’s Title Notice Waiver ” means a written notice from the Developer to the City waiving the Developer’s previous objection in the Developer’s Title Notice to specific matters shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Title Policy for the Property.

1.1.24 “Due Diligence Investigations ” means the Developer’s due diligence investigations of the Property to determine the suitability of the Property for development and operation of the Project, including, without limitation, investigations of the environmental and geotechnical suitability of the Property, as deemed appropriate in the reasonable discretion of the Developer, all at the sole cost and expense of the Developer.

1.1.25 “Due Diligence Investigation Conclusion Notice ” means a written notice of the Developer delivered to the City and the Escrow Holder, prior to the end of the Due Diligence Period, indicating the Developer’s acceptance of the condition of the Property or indicating the Developer’s rejection of the condition of the Property and refusal to accept a conveyance of fee title to the Property, describing in reasonable detail the actions that the Developer reasonably believes are indicated to allow the Developer to accept the condition of the Property.

1.1.26 “Due Diligence Period ” means the date commencing on the Escrow Opening Date and ending at 5:00 p.m. on the ninetieth (90 th) day following the Escrow Opening Date.

1.1.27 “Earnest Money Deposit ” means [INSERT AMOUNT] (______) payable in cash or other immediately available funds.

1.1.28 “Effective Date” has the meaning ascribed to the term in Section 1.3.

1.1.29 “Entitlement(s)” shall have the meaning ascribed to the term in Section

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5 1.1.30 “Entitlement Application Date ” means to the extent entitlements are necessary, the date when Developer submits its application(s) to the City to obtain all necessary Entitlements to commence construction of the Project, which date shall be no later than one hundred eighty (180) days from the date Developer and City determine that such Entitlement Application is necessary for any Project phase or portion of any project phase . This 180 day time period for Developer to submit any entitlement application to the City shall be extended, to the extent necessary, to negotiate and obtain any and all necessary approvals from any City Department, Government Agency, and/or utility company that would be required prior to submitting any Plans and Specifications. City Department(s), government agencies, and/or utility companies, include but are not limited to, City Planning Department, Building Department, Fire Department, Engineering Department, Water Department, Police Department, affiliates of the City, East Valley Water District, Southern California Edison, Southern California Gas Company, San Bernardino County Health Department, and/or consultants of the City.

1.1.31 “Entitlement Obtainment Date” means to the extent entitlements are necessary, the date when Developer obtains all necessary Entitlements to commence construction of the Project, which date shall be no later than nine (9) months from the Entitlement Application Date. This 9 month time period for Developer to obtain entitlements shall be extended, to the extent necessary, to negotiate and obtain any and all necessary approvals from any City Department, Government Agency, and/or utility company that would be required prior to submitting any Plans and Specifications. City Department(s), Government Agencies, and/or utility companies, include but are not limited to, City Planning Department, Building Department, Fire Department, Engineering Department, Water Department, Police Department, affiliates of the City, East Valley Water District, Southern California Edison, Southern California Gas Company, San Bernardino County Health Department, and/or consultants of the City.

1.1.32 “Environmental Claims ” has the meaning ascribed to the term in Section 5.9.

1.1.33 “Environmental Laws ” means all federal, state, local, or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, or requirements of any government authority regulating, relating to, or imposing liability of standards of conduct concerning any hazardous substance (as later defined), or pertaining to occupational health or industrial hygiene (and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to hazardous substances on, under, or about the Property, occupational or environmental conditions on, under, or about the Property, as now or may at any later time be in effect, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”) [42 USC Section 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (“RCRA”) [42 USC Section 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (“FWPCA”) [33 USC Section 1251 et seq.]; the Toxic Substances Control Act (“TSCA”) [15 USC Section 2601 et seq.]; the Hazardous Materials Transportation Act (“HMTA”) [49 USC Section 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USC Section 6901 et seq.] the Clean Air Act [42 USC Section 7401 et seq.]; the Safe Drinking Water Act [42 USC Section 300f et seq.]; the Solid Waste Disposal Act [42 USC Section 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USC Section 101 et seq.] the Emergency Planning and Community Right to Know Act [42 USC Section 11001 et seq.]; the Occupational Safety and Health Act [29 USC Section 655 and 657];

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6 the California Underground Storage of Hazardous Substances Act [California Health & Safety Code Section 25288 et seq.]; the California Hazardous Substances Account Act [California Health & Safety Code Section 25300 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [California Health & Safety Code Section 24249.5 et seq.] the Porter-Cologne Water Quality Act [California Water Code Section 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent the occupational health or industrial hygiene laws, ordinances, or regulations relate to hazardous substances on, under, or about the Property, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use.

1.1.34 “Environmental Matters ” has the meaning ascribed to the term in Section 5.9.

1.1.35 “Escrow” has the meaning ascribed to the term in Section 2.1.

1.1.36 “Escrow Closing Date” has the meaning ascribed to the term in Section

3.6. 1.1.37 “Escrow Holder” means Title Insurance Company.

1.1.38 “Escrow Opening Date ” has the meaning ascribed to the term in Section 3.1.

1.1.39 “Event of Default” has the meaning ascribed to the term in Section 7.1.

1.1.40 “Financing Commitment” means (a) one or more commitment(s) from one or more Construction Lender(s) agreeing to provide sufficient funds which, when combined with the Developer’s equity contributionand any financial assistance to be provided by the City pursuant to this Agreement, is sufficient, as determined by the City in its reasonable discretion, to fully fund the Project’s Construction Costs, or (b) a letter from one or more Construction Lender(s) indicating approval of a loan to the Developer for the development of the Property.

1.1.41 “FIRPTA Affidavit” means an affidavit complying with Section 1445 of the United States Internal Revenue Code.

1.1.42 “Grant Deed” means a deed in the form of Exhibit E to this Agreement, conveying all of the City’s interest in the Property to the Developer.

1.1.43 “Governmental Agency” means any and all courts, boards, agencies, commissions, offices, or authorities of any nature whatsoever for any governmental unit (federal, state, county, district, municipal, city, or otherwise) whether now or later in existence. These include, but are not limited to, City Planning Department, Building Department, Community Development and Housing Department, Fire Department, Engineering Department, Water Department,Police Department, affiliates of the City, East Valley Water District, Southern California Edison, Southern California Gas Company, San Bernardino County Health Department, and/or consultants of the City.

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7 1.1.44 “Governmental Requirements” means all codes, statutes, ordinances, laws, permits, orders, and any rules and regulations promulgated thereunder of any Governmental Agency.

1.1.45 “Hazardous Substances ” means, without implied limitation, substances defined as “hazardous substances,” “hazardous material,” “toxic substance,” “solid waste,” or “pollutant or contaminate” in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sections 9601, et seq.; the Toxic Substances Control Act (“TSCA”) [15 U.S.C. Sections 2601, et seq.]; the Hazardous Materials Transportation Act, 49 U.S.C. Sections 1801, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. Sections 6901, et seq.; those substances listed in the United States Department of Transportation (DOT) Table [49 CFR 172.101], or by the EPA, or any successor authority, as hazardous substances [40 CFR Part 302]; and those substances defined as “hazardous waste” in Section 25117 of the California Health and Safety Code or, as “hazardous substances” in Section 25316 of the California Health and Safety Code; other substances, materials, and wastes that are, or become, regulated or classified as hazardous or toxic under federal, state, or local laws or regulations and in the regulations adopted pursuant to said laws, and shall also include manure, asbestos, polychlorinated biphenyl, flammable explosives, radioactive material, petroleum products, and substances designated as a hazardous substance pursuant to 33 USC Section 1321 or listed pursuant to 33 USC Section 1317.

1.1.46 “HUD” means the U.S. Department of Housing and Urban Development.

1.1.47 “Indemnified Parties” has the meaning ascribed to the term in Section

5.9. 1.1.48 “Lender” means any state or federally chartered bank, savings and loan, capital investment group, or other third party financial institution which routinely makes Loans to developments and developers such as the Project and the Developer in the normal course of business and which has been approved by the City pursuant to Section 6.3.

1.1.49 “Lien” means any mortgage, deed of trust, or other security instrument encumbering Developer’s fee interest in the Property and/or Project, or any part thereof, or any pledge or other agreement given as security for the repayment of a Loan and by which a Lender would be able to acquire any interest in the Developer upon the Developer’s breach of any obligation under the Lender’s Loan Documents.

1.1.50 “Loan” means any loan or third party equity/capital contribution (e.g. mezzanine financing) for the Project.

1.1.51 “Loan Documents ” means the various documents and instruments made by and between the Developer and a Lender that evidence a Loan and the security for repayment of such Loan.

1.1.52 “Maintenance Deficiency ” has the meaning ascribed to the term in Section 5.4.1.

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8 1.1.53 “Normal Business Hours ” means the normal business hours of the City. As of the Effective Date, the City’s normal business hours are Monday through Thursday, between the hours of 7:30 a.m. and 5:30 p.m. Pacific Time; and Friday between the hours of 7:30 a.m. and 4:30 p.m. Pacific Time.

1.1.54 “Notice of Agreement ” means the notice in the form of Exhibit F to this Agreement to be recorded against the Property at the Close of Escrow to provide constructive record notice of the existence and application of this Agreement to the Property.

1.1.55 “Official Records ” means the Official Records of San Bernardino County.

1.1.56 “Party” means, individually, the City or the Developer, as applicable.

1.1.57 “Parties” means, collectively, the City and the Developer.

1.1.58 “PCO Statement” means a preliminary change of ownership statement provided for in California Revenue and Taxation Code Section 480.3.

1.1.59 “Permit Issuance Date” means the date when the City issues the first building permit to Developer, which date shall be no later than sixty (60) days from the Construction Drawings Submittal Date. This 60 day time period for City to issue the first building permit to Developer shall be extended, to the extent necessary, to negotiate and obtain any and all necessary approvals from any City Department, government agency, and/or utility company that would be required prior to submitting any Plans and Specifications. City Department(s), government agencies, and/or utility companies, include but are not limited to, City Planning Department, Building Department, Fire Department, Engineering Department, Water Department, Police Department, affiliates of the City ,East Valley Water District, Southern California Edison, Southern California Gas Company, San Bernardino County Health Department, and/or consultants of the City.

1.1.60 “Permitted Exceptions” means (i) any and all items shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Title Policy that the Developer accepts, pursuant to Section 2.3; (ii) any exceptions from coverage under the proposed Title Policy resulting from the Developer’s activities on the Property; (iii) non-delinquent property taxes and assessments; (iv) this Agreement; or (v) the Grant Deed.

1.1.61 “Permitted Transfer” means and refers to any of the following types of Transfers by the Developer, where the person or entity to which such Transfer is made expressly assumes the obligations of the Developer under this Agreement in a written instrument satisfactory to the City.

1.1.61.1 Any Transfer of stock or equity of the Developer that does not change management or operational Control of the Property or the Project;

1.1.61.2 Any Transfer of any interest in the Developer or the Property or Project or any portion thereof irrespective of the percentage of ownership (i) to any other owner of any interest in the Developer; or (ii) to any Affiliate, or (iii) to any other person or entity in

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9 which any holder of an interest (including any beneficial interest) in the Developer is a manager, officer or partner or in which any of the aforementioned is a shareholder, member or partner (including a beneficial owner); and

1.1.61.3 Any Lien given to Lender in connection with a Loan approved by the City pursuant to Section 6.3.

1.1.62 “Plans and Specifications ” has the meaning ascribed to the term in Section 2.7.1.

1.1.63 “Preliminary Report” means a preliminary report issued by the Title Company in contemplation of the issuance of the Title Policy, accompanied by legible copies of all documents listed in Schedule B of the report as exceptions to coverage under the proposed Title Policy. The Parties acknowledge that they may prepare one (1) or more Preliminary Reports for each parcel, or group of parcels, comprising the Property. In such case, all reports, notices, and objection letters which pertain to the Preliminary Report for the entirety of the Property shall apply separately to each Preliminary Report associated with a parcel or a group of parcels.

1.1.64 “Project” means two manufactured housing units constiting of a primiary unit with 3-bedrooms and 2 bathrooms and a secondary unit with 1-bedroom and 1 bathroom.

1.1.65 “Project Completion Date ” means that dates set forth therefor by which a Certificate of Completion shall be issued for the Project, as more particularly provided in the Schedule of Performance referenced in Exhibit D.

1.1.66 “Property” means that real property, and all current and future improvements thereon (including, without implied limitation, the Project), legally described in Exhibit A and depicted in Exhibit B.

1.1.67 “Property Transfer” means and refers to any “change in ownership,” as defined in Revenue and Taxation Code Sections 60, et seq., of all or any portion of the Property.

1.1.68 “Purchase Price ” means the amount of [INSERT AMOUNT] (______).

1.1.69 “Record”, “recorded”, “recording” or “ recordation” each mean and refer to recordation of the referenced document in the official records of the Recorder of the County of San Bernardino, California.

1.1.70 “Schedule of Performance” means the phased Project schedule, for the performance of certain actions by the Parties pursuant to this Agreement, attached to and incorporated into this Agreement by reference as Exhibit D.

1.1.71 “Scope of Development ” means the detailed description of the Project attached to this Agreement as Exhibit C.

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10 1.1.72 “Title Approval Date ” means the date when Developer submits the Developer’s Title Notice, which date shall be no later than sixty (60) days from the Escrow Opening Date.

1.1.73 “Title Company” means Title Company, which shall be the same party named in 1.1.33.

1.1.74 “Title Policy” means a standard CLTA owners’ policy of title insurance issued by the Title Company, with coverage in the full amount of the Purchase Price and insuring fee title to the Property, subject only to the Permitted Exceptions. However, at Developer’s option, Developer may acquire an ALTA extended coverage policy. City shall pay for the standard CLTA policy. Developer shall pay for any additional or ALTA extended coverage policy if requested by Developer.

1.1.75 “Transfer” means any of the following:

1.1.75.1 Any total or partial sale, assignment, conveyance, trust, power, or transfer in any other mode or form, by the Developer of more than a 49% interest in the Developer’s interest in this Agreement, the Property, or a series of such sales, assignments and the like that, in the aggregate, result in a disposition of more than a 49% interest in the Developer’s interest in this Agreement, the Property or the Project; or

1.1.75.2 Any total or partial sale, assignment, conveyance, or transfer in any other mode or form, of or with respect to any interest in the Developer or a series of such sales, assignments and the like that, in the aggregate, result in a disposition of more than a 49% interest in any interest in the Developer; or

1.1.75.3 Any merger, consolidation, or sale of all or substantially all of the assets of the Developer or a series of such sales, assignments and the like that, in the aggregate, result in a disposition of more than a 49% interest of all or substantially all of the assets of the Developer; or

1.1.75.4 Any Property Transfer; or

1.1.75.5 The recordation of any deed of trust, mortgage, Lien or similar encumbrance against all or any portion of the Property or the Project.

1.1.75.6 Transfer shall not include the sale, transfer, assignment, or conveyance in any form of shares, interest, membership, affiliation, or stock in Developer, so long as orginal members, stock/share/interest holder(s) in Developer retain management and control of Developer.

1.1.76 “Unavoidable Delay ” means any delay that is exclusively caused by the other party or that is beyond the control of the City or the Developer, including delay caused by strikes, acts of God, weather, inability to obtain labor or materials, inability to obtain governmental permits, inspections, or approvals, governmental restrictions, civil commotion, fire or similar causes, Unforeseen Site Conditions, but excluding circumstances subject to Section

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11 1.1.77 “Unforeseen Site Conditions ” means any condition of the Property and/or Project that are concealed or latent physical conditions or subsurface conditions that (a) materially differ from the conditions encountered or anticipated by Developer while preparing Plans and Specifications, or (b) are of an unusual nature, differing materially from the conditions ordinarily encountered, or generally recognized as inherent, in Developers work.

1.2 Representations and Warranties.

1.2.1 City Representations and Warranties. The representations and warranties of City contained in this Section 1.2.1 shall be based upon the actual knowledge of the City Manager as of the Effective Date, without any duty of investigation or inquiry. All representations and warranties contained in this Section 1.2.1 are true and correct as of the Effective Date. City’s liability for misrepresentation or breach of warranty, representation or covenant, wherever contained in this Agreement, shall survive the execution and delivery of this Agreement and the Closing. City hereby makes the following representations, covenants and warranties and acknowledges that the execution of this Agreement by Developer has been made in material reliance by Developer on such covenants, representations and warranties:

1.2.1.1 City is a California municipal corporation, duly formed and operating under the laws of the State of California. City has the legal power, right and authority to enter into this Agreement and to execute the instruments and documents referenced herein, and to consummate the transactions contemplated hereby.

1.2.1.2 The persons executing any instruments for or on behalf of City have been authorized to act on behalf of City and this Agreement is valid and enforceable against City in accordance with its terms and each instrument to be executed by City pursuant hereto or in connection therewith will, when executed, shall be valid and enforceable against City in accordance with its terms. No approval, consent, order or authorization of, or designation or declaration of any other person, is required in connection with the valid execution and delivery of and compliance with this Agreement by City.

1.2.1.3 City has taken all requisite action and obtained all requisite consents for agreements or matters to which City is a party in connection with entering into this Agreement and the instruments and documents referenced herein and in connection with the consummation of the transactions contemplated hereby. Execution hereon by City requires no further votes, resolutions or approvals of this Agreement.

1.2.1.4 If the City becomes aware of any act or circumstance that would change or render incorrect, in whole or in part, any representation or warranty made by the City under this Agreement, whether as of the date given or any time thereafter, whether or not such representation or warranty was based upon the City’s knowledge and/or belief as of a certain date, the City will give immediate written notice of such changed fact or circumstance to the Developer.

1.2.1.5 The City represents and asserts that it owns and controls the Property.

1.2.2 Developer Representations and Warranties. The representations and warranties of Developer contained in this Section 1.2.2 shall be based upon the actual knowledge

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12 of Developer as of the Effective Date, without any duty of investigation or inquiry. All representations and warranties contained in this Section 1.2.2 are true and correct as of the Effective Date. Developer’s liability for misrepresentation or breach of warranty, representation or covenant, wherever contained in this Agreement, shall survive the execution and delivery of this Agreement and the Closing. Developer hereby makes the following representations, covenants and warranties and acknowledges that the execution of this Agreement by City has been made in material reliance by City on such covenants, representations and warranties:

1.2.2.1 Developer is a California Nonprofit corporation, lawfully entitled to do business in the State of California and the City. Developer has the legal right, power and authority to enter into this Agreement and the instruments and documents referenced herein and to consummate the transactions contemplated hereby. The persons executing this Agreement and the instruments referenced herein on behalf of Developer hereby represent and warrant that such persons have the power, right and authority to bind Developer.

1.2.2.2 Developer has taken all requisite action and obtained all requisite consents in connection with entering into this Agreement and the instruments and documents referenced herein and the consummation of the transactions contemplated hereby, and no consent of any other party is required for Developer’s authorization to enter into Agreement.

1.2.2.3 Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby shall result in a breach of or constitute a default under any other agreement, document, instrument or other obligation to which Developer is a party or by which Developer may be bound, or under law, statute, ordinance, rule, governmental regulation or any writ, injunction, order or decree of any court or governmental body applicable to Developer or to the Property.

1.2.2.4 This Agreement is, and all agreements, instruments and documents to be executed by Developer pursuant to this Agreement shall be, duly executed by and shall be valid and legally binding upon Developer and enforceable in accordance with their respective terms. No approval, consent, order or authorization of, or designation or declaration of any other person, is required in connection with the valid execution and delivery of in compliance with this Agreement by Developer.

1.2.2.5 If the Developer becomes aware of any act or circumstance that would change or render incorrect, in whole or in part, any representation or warranty made by the Developer under this Agreement, whether as of the date given or any time thereafter, whether or not such representation or warranty was based upon the Developer’s knowledge and/or belief as of a certain date, the Developer will give immediate written notice of such changed fact or circumstance to the City.

1.3 Effective Date. This Agreement is dated _______, 2026 for reference purposes only. This Agreement shall not become effective until the date on which all of the following are true (“Effective Date”): (i) this Agreement is approved and executed by the appropriate authorities of Developer and delivered to City; (ii) Developer has delivered to City a certified copy of the official action taken by all of the members of the Developer approving this Agreement, in the form attached to this Agreement as Exhibit G; (iii) following all legally required notices and hearings,

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13 this Agreement is approved by the City Council; and (iv) this Agreement is executed by the authorized representatives of City.

1.4 Exhibit List. The following is a list of the Exhibits attached to this Agreement.

Each of the Exhibits is incorporated by this reference into the text of this Agreement.

Exhibit A Legal Description of Property
Exhibit B Property Site Plan
Exhibit C Scope of Development
Exhibit D Schedule of Performance
Exhibit E Form of Grant Deed
Exhibit F Form of Notice of Agreement
Exhibit G Form of Official Action of Developer
Exhibit H Form of Certificate of Completion
Exhibit I Form of Regulatory Agreement

ARTICLE II

PROPERTY DISPOSITION

2.1 Purchase and Sale. Developer agrees to purchase, and City agrees to sell, the Property for the Purchase Price. For the purposes of exchanging funds and documents to complete the sale from the City to the Developer and the purchase by the Developer from the City of the Property pursuant to the terms of this Agreement, the City and the Developer agree to open an escrow (“Escrow”) with the Escrow Holder. ARTICLE III of this Agreement constitutes the joint escrow instructions of the Parties to the Escrow Holder for completion of the Escrow for the sale of the Property, as contemplated by this Agreement. The Developer and the City shall execute such further escrow instructions, consistent with the provisions of this Agreement, as may be reasonably requested by the Escrow Holder. In the event of any conflict between the provisions of this Agreement and any other escrow instructions requested by the Escrow Holder, the provisions of this Agreement shall control.

2.2 Payment of Purchase Price. The Developer shall deposit the Purchase Price into Escrow, subject to credit to the Developer for the Earnest Money Deposit.

2.3 Earnest Money Deposit. Concurrent with its opening of the Escrow, the Developer shall deposit into Escrow the Earnest Money Deposit. The Escrow Holder shall deposit the Earnest Money Deposit into an interest bearing account. All interest earned on such funds shall be added to the original principal amount of the Earnest Money Deposit and be considered part of the same.

The Earnest Money Deposit shall be nonrefundable upon the conclusion of the Due Diligence Period. Should Escrow fail to close after the conclusion of the Due Diligence Period, the Earnest Money Deposit shall be forfeited by Developer and shall be paid to the City upon the cancellation of Escrow in accordance with Section 3.10. The Earnest Money Deposit shall be returned to Developer if this Agreement is terminated due to the exercise by the Developer of any contingencies or disapprovals allowed herein prior to the end of the Due Diligence Period.

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14 2.4 Title Approval. As soon as practicable following the opening of the Escrow, the City shall obtain from Title Company the Preliminary Report and deliver a copy of the Preliminary Report to the Developer. Within [sixty (60)] days following the Escrow Opening Date (defined at Section 3.1), the Developer shall deliver the Developer’s Title Notice to the City. If the Developer fails to deliver the Developer’s Title Notice to the City by the Title Approval Date, the Developer will be deemed to disapprove the status of title to the Property and refuse to accept title to the Property, in which case the City shall have the right, subject to Section 2.4.2, to cancel the Escrow and terminate this Agreement, in the City’s sole discretion, without liability to the Developer or any other person, by delivery of a written notice of termination to the Developer and Escrow Holder. Within twenty (20) days following receipt by the City of Developer’s Title Notice, if any, the City shall serve City’s Title Notice Response. If Developer’s Title Notice does not object to any matter in the Preliminary Report, the City shall not be required to serve City’s Title Notice Response. If the City does not serve City’s Title Notice Response, if necessary, within twenty (20) days following its receipt of Developer’s Title Notice, the City shall be deemed to elect not to remove any matter objected to in Developer’s Title Notice, if any, from the Preliminary Report. If the City elects in City’s Title Notice Response to cause the removal of any matter objected to in Developer’s Title Notice from the Preliminary Report, the City shall cause the removal of each such objectionable matter from the Preliminary Report within sixty (60) days following receipt by the Developer of City’s Title Notice Response or such other period of time that may be agreed to in writing by both the City and the Developer, and any such delay will also delay the end of the Due Diligence Period. If the City is unwilling to cause the removal of any matter objected to in Developer’s Title Notice from the Preliminary Report, then, within ten (10) days following the Developer’s receipt of City’s Title Notice Response stating that the City is unwilling to remove or cause the removal of any matter objected to in Developer’s Title Notice, the Developer may either (1) refuse to accept title to and conveyance of the Property, in which case the Parties shall have the right, subject to Section 2.4.2, to cancel the Escrow and terminate this Agreement without liability to either Party or any other person, by delivery of a written notice of termination to the Escrow Holder, or (2) waive its objection to any items set forth in Developer’s Title Notice by delivering Developer’s Title Notice Waiver to the City. Failure by the Developer to deliver Developer’s Title Notice Waiver, where City’s Title Notice Response or the City’s failure to serve City’s Title Notice Response indicates the City’s election not to cause the removal of any matter objected to in Developer’s Title Notice from the Preliminary Report, for the City to deliver City’s Title Notice Response under this Agreement, will be deemed the Developer’s continued refusal to accept the title to and conveyance of the Property, in which case the City shall have the right, subject to Section 2.4.2, to cancel the Escrow and terminate this Agreement, in the City’s sole discretion, without liability to the Developer or any other person, by delivery of a written notice of termination to the Developer and Escrow Holder. If the City’s Title Notice Response indicates that the City will cause the removal of any matter of Title, but upon the expiration of the above sixty (60) day time period during which the City elected to remove such objectionable matters from the Preliminary Report and was unable to do so, City must notify Developer that it was unable to do so. Within ten (10) days after this notice, Developer may either (1) refuse to accept the title to and conveyance of the Property, in which case the Parties shall have the right, subject to Section

2.4.2, to cancel the Escrow and terminate this Agreement without liability to either Party or any other person, by delivery of a written notice of termination to the Escrow Holder, or (2) waive its objection to any items set forth in Developer’s Title Notice by delivering Developer’s Title Notice Waiver to the City.

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15 2.4.1 If at any time prior to the Close of Escrow the Title Company issues an updated Preliminary Report containing any previously undisclosed matter affecting title to the Property, or the City becomes aware of any previously undisclosed matter affecting title to the Property, following the delivery of the Developer’s Title Notice, the City shall provide written notice to the Developer of such matter, together with any updated Preliminary Report related to such matter. The City and the Developer shall have such rights and obligations with respect to such previously undisclosed title matters as they did with respect to any title matters set forth in the original Preliminary Report as set forth in this Section 2.4.

2.4.2 Before exercising any right a Party may have under this Section 2.4 to cancel the Escrow and terminate this Agreement, such Party shall notify the non-terminating Parties in writing of its election to terminate and shall, upon a non-terminating Party’s request, which must be delivered, if at all, within three (3) days following its receipt of the terminating Party’s notice of election to terminate, meet and confer with the non-terminating Parties for a period of thirty (30) days. During such time, the Parties shall meet as often as reasonably requested by any Party to negotiate, in good faith, methods and means by which the objectionable title matter may be eliminated or mitigated. Nothing herein shall constitute an agreement, representation, or warranty by any Party that an acceptable resolution of the objectionable title matter will be achieved, nor shall any Party be obligated to expend any funds or undertake any other action whatsoever with respect to such title matter unless such agreement is reduced to a writing which is approved by all Parties, in their sole and absolute discretion. If, at the end of such thirty (30) day period, the Parties have not been able to agree on a mutually acceptable method of resolving such title matter, or if any proposed agreement is disapproved by the City Council, the Escrow shall be cancelled, this Agreement shall be terminated without liability to any Party, and the Parties shall proceed pursuant to Section 3.10. The phrase “without liability to any party” includes return of Developer’s Earnest Money Deposit, subject to Sections 2.4 and 3.10, and so long as the notice referred to in the first sentence of this paragraph is delivered prior to the end of the Due Diligence Period, the additional time periods in this paragraph shall not act to cause Developer’s Earnest Money Deposit to be forfeited.

2.5 Developer Investigations.

2.5.1 The Developer shall have until the expiration of the Due Diligence Period to complete all of its Due Diligence Investigations with respect to the entirety of the Property. The Developer shall complete all of its Due Diligence Investigations within the Due Diligence Period and shall conduct all of its Due Diligence Investigations at its sole cost and expense. The Developer shall rely solely and exclusively upon the results of its Due Diligence Investigations of the Property, including, without limitation, investigations regarding geotechnical soil conditions, compliance with applicable laws pertaining to the use of the Property by the Developer and any other matters relevant to the condition or suitability of the Property for the Project, as the Developer may deem necessary or appropriate. City makes no representation or warranty to the Developer relating to the condition of the Property or suitability of the Property for any intended use or development by the Developer. The Developer shall deliver a Due Diligence Investigation Conclusion Notice to the City and the Escrow Holder prior to the end of the Due Diligence Period. If the Developer does not unconditionally accept the condition of the Property by delivery of its Due Diligence Investigation Conclusion Notice indicating such acceptance prior to the end of the Due Diligence Period, the Developer shall be deemed to have

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16 rejected the condition of the Property and refused to accept conveyance of title to the Property. If the condition of the Property is rejected or deemed rejected by the Developer, then the City shall have the right, subject to Section 2.5.3, to cancel the Escrow and terminate this Agreement, in the City’s sole discretion, without liability to the Developer or any other person, by delivery of a written notice of termination to the Developer and Escrow Holder. The Developer shall accept all conditions of the Property, without any liability of the City whatsoever, upon the Developer’s acceptance of the condition of the Property indicated in its Due Diligence Investigation Conclusion Notice. The Developer’s delivery of its Due Diligence Investigation Conclusion Notice indicating the Developer’s unconditional acceptance of the condition of the Property shall evidence the acceptance of the condition of the Property by the Developer in its existing “AS IS,” “WHERE IS” and “SUBJECT TO ALL FAULTS” condition, as of the last day of the Due Diligence Period.

In its sole discretion, the Developer may accept the Property in its “AS IS,” “WHERE IS” and “SUBJECT TO ALL FAULTS” condition at any time before the end of the Due Diligence Period.

The Developer shall conduct during the Due Diligence Period such environmental assessment(s) of the Property as the Developer deems appropriate. If such assessment(s) do not reveal the presence of any Hazardous Substances on the Property in levels that exceed applicable Governmental Requirements, then the City shall promptly and at its sole cost and expense install security fencing around the Property. If such assessment(s) do reveal the presence of any Hazardous Substances on the Property in levels that exceed applicable Governmental Requirements, then the City and the Developer shall negotiate in good faith in an effort to reach agreement as to the allocation of responsibility and cost of remediation thereof.

2.5.2 Any Due Diligence Investigations of the Property by the Developer shall not unreasonably disrupt any then-existing use or occupancy of the Property or the operations of the City. The Developer shall be liable for any damage or injury to any person or property arising from the acts of the Developer, its employees, agents or representatives during the course of any Due Diligence Investigations on the Property and the Developer shall indemnify, defend (with counsel reasonably acceptable to the City), and hold harmless the City and its elected officials, officers, directors, attorneys, contractors, agents and employees from any and all actual or alleged liens, claims, demands or liability arising from any Due Diligence Investigations by the Developer on the Property. Prior to commencing any Due Diligence Investigations on the Property, the Developer shall deliver copies of policies or certificates of insurance to the City evidencing compliance by the Developer with the insurance requirements of Section 5.10.

2.5.3 Before exercising any right a Party may have under this Section 2.5 to cancel the Escrow and terminate this Agreement, including the failure of Developer to timely deliver the Due Diligence Investigation Conclusion Notice, such Party shall notify the non- terminating Parties in writing of its election to terminate and shall, upon a non-terminating Party’s request, which must be delivered, if at all, within three (3) days following its receipt of the terminating Party’s notice of election to terminate, meet and confer with the non-terminating Parties for a period of thirty (30) days. During such time, the Parties shall meet as often as reasonably requested by any Party to negotiate, in good faith, methods and means by which the objectionable Due Diligence matter may be eliminated or mitigated. Nothing herein shall constitute an agreement, representation, or warranty by any Party that an acceptable resolution of the objectionable Due Diligence matter will be achieved, nor shall any Party be obligated to expend any funds or undertake any other action whatsoever with respect to such Due Diligence matter unless such obligation is reduced to a writing which is approved by all Parties, in their sole and

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17 absolute discretion, and this time period will extend the Due Diligence Period. If, at the end of such thirty (30) day period, the Parties have not been able to agree on a mutually acceptable method of resolving the objectionable Due Diligence matter, or if any proposed agreement is disapproved by the City Council, the Escrow shall be cancelled, this Agreement shall be terminated without liability to any Party, and the Parties shall proceed pursuant to Section 3.10. City, and staff and agents will reasonably cooperate with Developer’s efforts to investigate the property at Developer’s cost, including but not limited to: authorizing any City consultants with prior reports or findings, if any, to issue certificates of reliance on the prior reports to Developer, at Developer’s costs and without warranty from or liability to City; authorizing such consultants and contractors, subject to the City’s prior review and approval, to open up records, if any, to Developer, and/or provide copies (digital versions where available) of reports and findings, if any, to Developer or its consultants. Any such information provided to Developer shall be without warranty from or liability to City.

2.6 City Obligations.

2.6.1 From the effective date and approval of this Agreement by the City, City agrees to indemnify and hold harmless Developer from any claims, fines, or penalties including any statutory penalties which may be calculated based upon the sale price, arising from the City’s real or alleged violation of law or breach of contractual obligations to third parties with respect to and in connection with the Surplus Land Act (Government Code section 54220 et seq. including through and including 54234) (the “SLA” and any claim, an “SLA Claim”). SLA Claims shall include any notice of violation or action taken by the State of California directly or by any third- party asserting rights as a private attorney general against the Developer pursuant to the SLA in connection with the City’s disposition of the Property by this Agreement, and the City will be responsible, without reimbursement by Developer, for any such SLA Claim, for its own defense, and any and all statutory penalties, fines if any are imposed. An SLA Claim will not allow, or be sufficient grounds for the City to cancel or terminate this Agreement. The Developer shall promptly notify the City following its receipt or knowledge of any notice of violation, claim, action, or proceeding initiated by the State of California, (or third party asserting such violations as a Qui Tam or otherwise acting as a private attorney general) and the Developer shall reasonably and in good faith cooperate in the City’s defense. The indemnification obligation contained in this Section 2.6.1 shall survive the Closing but shall not survive the expiration or earlier termination of this Agreement. In the event an SLA Claim demands, seeks or places restrictions on use of the Property which were not contemplated in this Agreement, then Developer may terminate this Agreement on thirty (30) days notice, presuming said notice is served before Close of Escrow.

2.7 Developer to Obtain all Project Entitlements.

2.7.1 By the Construction Drawings Submittal Date and pursuant to and in accordance with the timeline contained on the Schedule of Performance, Developer shall submit to City staff and the City Council, for review, the following (collectively, the “ Plans and Specifications”):

2.7.1.1 A proposed complete conceptual development plan for the for that phase of the Project on the Property that describes and depicts the location and placement of the maunfactored housing units;

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18 2.7.1.2 Proposed zoning change or changes to the City’s General Plan, if any, necessary to accommodate that phase of the Project on the Property;

2.7.1.3 A list of potential users or tenants and anticipated lease rates and resale land prices for that phase of the Property, as developed with the Project;

2.7.1.4 A proposed time schedule and cost estimates for the development of that phase of the Project on the Property;

2.7.2 The City’s zoning, building and land use regulations (whether contained in ordinances, the City’s municipal code, conditions of approval, policies, practice or elsewhere) (collectively, the “ City Requirements”), shall be applicable to the use and development of the Project on the Property by the Developer. The Developer acknowledges that all Plans and Specifications and any changes to the Plans and Specifications shall be subject to the City Requirements. No action by the City with reference to this Agreement or any related documents shall be deemed to constitute a waiver of any City Requirements regarding the Property, the Project, the Developer, any successor-in-interest of the Developer or any successor-in-interest to the Property. The City Requirements may only be changed or waived by modification or variance approved by the City and consistent with this Agreement. No entitlement, permit or other approval from the City for development of the Project on the Property (collectively, the “ Entitlements”) shall attach to any portion of the Property or otherwise become effective to allow the Developer to develop the Project on the Property until after the Developer owns fee title to that portion of the Property to which such Entitlement pertains. Under no circumstances shall the Developer commence development of any portion/phase of the Project on the Property prior to the Developer owning fee title to the Property.

2.7.3 The approval of the Scope of Development shall not be binding on the City Council or the Planning Commission of the City regarding any approvals of the Project required by such bodies. The Developer obtains no right to develop the Project on the Property or any portion of the Property by virtue of this Agreement, except that following the Close of Escrow, the Developer shall possess the same rights as any other owner of property that desires to develop its property in a manner consistent with the City’s General Plan. If any revisions of the Scope of Development are required by a Governmental Agency (other than the City) having jurisdiction over the Property or the Project, the Developer shall promptly make any such revisions that are generally consistent with the Scope of Development. Should any revisions be required by any such Government Agency, any timeline contemplated herein shall be extended to to enable Developer to submit and obtain approval from that Government Agency.

2.7.4 Notwithstanding any provision to the contrary in this Agreement, following the Close of Escrow, the Developer agrees to accept and comply fully with any and all conditions of approval applicable to all Entitlements. Developer will seek Entitlements consistent with the Plans and Specifications, but in the event such Entitlement conditions of approval require a greater than 25% adjustment or change to the number and size of units, or the layout, arrangement of any structures now on the Plans and Specifications, or as indicated in the Scope of Development, Developer shall notify the City.

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19 2.7.5 Developer to Pay All Costs and Expenses . The Parties agree that the City shall not provide any financial assistance to the Developer in connection with the Project. The Developer shall be solely responsible for paying for the costs of all design work, construction, labor, materials, fees and permit expenses associated with the Project. The Developer shall pay any and all fees pertaining to the review and approval of the Project by the City, any other Governmental Agency and utility service providers, including the costs of preparation of all required construction, planning and other documents reasonably required by a Governmental Agency pertinent to the development or operation of the Project on the Property, including, but not limited to, specifications, drawings, plans, maps, permit applications, land use applications, zoning applications, environmental review and disclosure documents and design review documents. The Developer shall pay for any and all costs, including, but not limited to, the costs of design, construction and securing of permits for sewer or utility improvements and connections, that may be required in development of the Project, whether located on or off of the Property.

Except as otherwise specified herein, Developer is not responsible for City’s costs in reaching this Agreement, nor for attorneys fees, internal staff costs or hours expended by City staff, or other costs incurred by City during escrow, and any City costs not specifically made the Developer’s responsibility are excluded. By no later than the Entitlement Application Date, the Developer shall apply to obtain any and all necessary Entitlements, and by no later than the Entitlement Obtainment Date obtain any and all necessary Entitlements, prior to the commencement of applicable portions of construction, and the Developer shall take reasonable precautions to ensure the safety and stability of surrounding properties during said construction. In accordance with this Section 2.7.5, Developer shall be responsible for the costs, or immediate reimbursement to the City upon delivery of an invoice for the costs, of the following:

2.7.5.1 all fees or expenses of engineers, architects, financial consultants, legal, planning or other consultants or contractors, retained exclusively by the Developer for any study, analysis, evaluation, report, schedule, estimate, environmental review, planning and/or design activities, drawings, specifications or other activity or matter relating to the Property or the Project or the negotiation of this Agreement that may be undertaken by the Developer;

2.7.5.2 all fees, charges and costs, make all deposits and provide all bonds or other security associated with the submission to and processing by the City of any and all applications and other documents and information to be submitted to the City by the Developer pursuant to this Agreement or otherwise associated with the Project; and

2.7.6 The Developer shall obtain all Entitlements for use and development of the Project on the Property from each Governmental Agency, within the time period for such actions specifically set forth in the Schedule of Performance, subject to any extensions of time authorized by this Agreement upon the occurrence of an Unavoidable Delay.

2.7.7 The Developer may prior to Close of Escrow seek to obtain building permits issued by the City, and other governmental agencies as required, for construction of the Project to proceed. Parties hereto agree that the time for Developer to Close Escrow shall be extended until seven (7) days after such necessary building permits are issued for construction, or all needed plans for construction of the Project are fully approved by all required governmental

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20 agencies and have achieved “ready to issue permit” status. Developer may waive this condition and Close Escrow without such permits or “ready to issue” plans at its sole discretion.

ARTICLE III

ESCROW INSTRUCTIONS

3.1 Opening of Escrow. For purposes of this Agreement, the opening of Escrow shall be the first date on which a fully executed copy of this Agreement and Earnest Money Deposit are deposited with Escrow Holder (“Escrow Opening Date”). The Developer shall cause the Escrow to be opened within fourteen (14) days following the Effective Date. Escrow Holder shall promptly confirm in writing to each of the Parties the date of the Escrow Opening Date. This ARTICLE III shall constitute the joint escrow instructions of the City and the Developer to Escrow Holder for conduct of the Escrow to complete the purchase and sale of the Property between them, as contemplated in this Agreement.

3.2 Conditions to Close of Escrow. The conditions set forth below shall be satisfied or waived in writing by the respective benefited Party on or before the Escrow Closing Date or the Party benefited by any unsatisfied condition shall not be required to proceed to close Escrow.

3.2.1 Developer’s Conditions to Close of Escrow. The Developer’s obligation to purchase the Property from the City on the Escrow Closing Date shall be subject to the satisfaction of the following conditions precedent, each of which can only be waived in writing by the Developer:

3.2.1.1 The Developer agrees to accept the title to and conveyance of the Property, pursuant and subject to procedures in Sections 2.4 and 2.5;

3.2.1.2 The Developer delivers its Due Diligence Investigation Conclusion Notice to both the City and Escrow Holder indicating the Developer’s unconditional acceptance of the condition of the Property, prior to the expiration of the Due Diligence Period;

3.2.1.3 The Title Company is unconditionally committed to issue the Title Policy for the Property, subject to any Permitted Exceptions, to the Developer;

3.2.1.4 The City deposits the items into the Escrow required by Section

3.4;

3.2.1.5 The representations, warranties and covenants of the City set forth in Section 1.2.1 are true and correct in all material respects on the Effective Date and on the Escrow Closing Date;

3.2.1.6 The Developer has obtained, to the extent necessary, all Entitlements, subject to conditions of approval acceptable to Developer in Developer’s sole discretion, any applicable appeal period has expired without appeal having been filed or, if an appeal is filed, such appeal has been denied, and no legal action has been instituted against Developer or the City alleging the invalidity of such Entitlements; and

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21 3.2.1.7 The City has completed all of its material obligations required by this Agreement to be completed prior to the Close of Escrow.

3.2.2 City’s Conditions to Close of Escrow. The City’s obligation to sell the Property to the Developer on or before the Escrow Closing Date shall be subject to the satisfaction of the following conditions precedent, which can only be waived in writing by the City:

3.2.2.1 The Developer agrees to accept the title to and conveyance of the Property, pursuant and subject to procedures in Sections 2.4 and 2.5;

3.2.2.2 The Developer delivers its Due Diligence Investigation Conclusion Notice to both the City and Escrow Holder indicating the Developer’s unconditional acceptance of the physical condition of the Property, prior to the expiration of the Due Diligence Period;

3.2.2.3 The City has taken the necessary actions to comply with CEQA;

3.2.2.4 The Title Company is unconditionally committed to (A) issue the Title Policy for the Property, subject to any Permitted Exceptions, to the Developer, and (B) issue the City's ALTA Lender Policy;

3.2.2.5 To the extent applicable, the Developer submits to the City, at least five (5) business days prior to the Escrow Closing Date, evidence satisfactory to the City, in the City’s reasonable discretion, that the Developer has obtained all Entitlements if necessary from each applicable Governmental Agency, including the City;

3.2.2.6 To the extent applicable, the Developer delivers to the City, at least thirty (30) days prior to the Escrow Closing Date, in form and substance acceptable to the City, the Financing Commitment(s) applicable to the Property;

3.2.2.7 To the extent applicable, the Developer obtains the City’s approval of the Construction Loan and Construction Lender applicable to the Property, in accordance with Section 6.3, which approval shall not be unreasonably withheld;

3.2.2.8 The Developer has completed all of its material obligations required by this Agreement to be completed prior to the Close of Escrow;

3.2.2.9 The representations, warranties and covenants of the Developer set forth in Section 1.2.2 are true and correct in all material respects on the Effective Date and on the Escrow Closing Date; and

3.2.2.10 The Developer deposits the funds and items into the Escrow required by Section 3.3 for the Escrow.

3.3 Developer’s Escrow Deposits. Following satisfaction or waiver of each of the Developer’s conditions to Close of Escrow set forth in Sections 3.2.1, as applicable, the Developer shall deposit the following funds and documents into Escrow at least two (2) business days prior to the Escrow Closing Date in a writing delivered to the Parties:

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22 3.3.1 Earnest Money Deposit. The Earnest Money Deposit, plus any additional funds required to be deposited into Escrow by the Developer under the terms of this Agreement to close the Escrow, all in immediately available funds.

3.3.2 Purchase Price and Other Funds. Purchase Price, less the amount of the Earnest Money Deposit, plus any additional funds required to be deposited into Escrow by the Developer under the terms of this Agreement to close the Escrow, all in immediately available funds.

3.3.3 PCO Statement. A PCO Statement executed by the authorized representative(s) of the Developer.

3.3.4 Acceptance of Grant Deed. The Certificate of Acceptance of the Deed, in the form attached to the Grant Deed, executed by the authorized representative(s) of the Developer in recordable form.

3.3.5 Notice of Agreement. The Notice of Agreement executed by the authorized representative(s) of the Developer in recordable form.

3.3.6 Affordability Covenant . An original, duly executed version of the Regulatory Agreement for recording.

3.3.7 Authorizing Documents . A certificate, resolution, or other documentation evidencing Developer has approval to consummate the purchase of the Property.

3.4 City’s Escrow Deposits. Following satisfaction or waiver of each of the City’s conditions to Close of Escrow set forth in Sections 3.2.2, as applicable, the City shall deposit the following documents into Escrow at least two (2) business days prior to the Escrow Closing Date:

3.4.1 Grant Deed. The Grant Deed executed by the authorized representative(s) of the City in recordable form.

3.4.2 FIRPTA Affidavit (City). The FIRPTA Affidavit completed and executed by the authorized representative(s) of the City.

3.4.3 Notice of Agreement. The Notice of Agreement executed by the authorized representative(s) of the City in recordable form.

3.4.4 Affordability Covenant . An original, duly executed version of the Regulatory Agreement for recording.

3.5 Closing Procedure. When each of the Developer’s Escrow required deposits, as set forth in Section 3.3, and each of the City’s Escrow required deposits, as set forth in Section

3.4, are deposited into Escrow, Escrow Holder shall request confirmation in writing from both the City and the Developer that each of their respective conditions to the Close of Escrow, as set forth in Section 3.2, are satisfied or waived. Upon Escrow Holder’s receipt of written confirmation from both the City and the Developer that each of their respective conditions to the Close of Escrow are

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23 either satisfied or waived, Escrow Holder shall close the Escrow for the Property by doing all of the following:

3.5.1 Recordation of Documents. File the following with the Office of the Recorder of the County, for recordation in the order set forth in Section 3.7 (i) the Grant Deed, with the Developer’s certificate of acceptance attached, (ii) the Notice of Agreement, and (iii) if applicable, the Construction Loan Deed of Trust.

3.5.2 Distribution of Recorded Documents. Distribute each recorded document to the Party or person designated for such distribution in Section 3.7.

3.5.3 PCO Statement. File the PCO Statement with the Office of the Recorder of the County.

3.5.4 FIRPTA Affidavit. File the FIRPTA Affidavit with the United States Internal Revenue Service.

3.5.5 Title Policy. Obtain and deliver the Title Policy to the Developer, and deliver any lender title policy to the lender if applicable.

3.5.6 Purchase Price. Deliver the Purchase Price to the City, less the City’s share of Escrow closing costs, and less any other charges to the account of the City, and return any remaining funds held by Escrow Holder for the account of the Developer to the Developer, less the Developer’s share of Escrow closing costs, and less any other charges to the account of the Developer.

3.6 Close of Escrow. Close of Escrow shall occur no later than the tenth (10th) business day following Escrow Holder’s receipt of written confirmation from both the City and the Developer of the satisfaction or waiver of all conditions precedent to the Close of Escrow for the Property, or upon such earlier date as the City and Developer may both agree upon in writing, (the “Escrow Closing Date”). If for any reason the Close of Escrow has not occurred by the Escrow Closing Date, then any Party not then in default of this Agreement may cancel the Escrow and terminate this Agreement, subject to the notice and cure provisions of Section 7.1 (to the extent applicable), without liability to any other Party or any other person for such termination and cancellation, by delivering written notice of termination to the other Party(ies) and Escrow Holder and, thereafter, the Parties shall proceed pursuant to Section 3.10 if the non-terminating Party is not in default or pursuant to Section 7.2 or 7.3 (as applicable) if the non-terminating Party is in default. Without limiting the right of any Party to terminate this Agreement, pursuant to the preceding sentence, if Escrow does not close on or before the Escrow Closing Date, and no Party has exercised its contractual right to cancel Escrow and terminate this Agreement before such time, then Escrow shall close as soon as reasonably possible following the first date on which Escrow Holder is in a position to close the Escrow pursuant to the terms and conditions of this Agreement.

3.7 Recordation and Distribution of Documents. As applicable, Escrow Holder shall cause the following documents to be recorded in the official records of the Recorder of the County in the following order of priority at the Close of Escrow: (i) the Grant Deed, with the Developer’s certificate of acceptance attached, (ii) the Notice of Agreement; (iii) the Construction Loan Deed of Trust, if applicable, and (iv) any other documents to be recorded through Escrow upon the joint

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24 instructions of the Parties. All recorded documents shall provide that they are to be returned to Escrow Holder after recordation. When originals of such recorded documents are returned to Escrow Holder, Escrow Holder shall deliver: (i) the original Grant Deed, with the Developer’s original certificate of acceptance attached, to the Developer and copies to the City, each showing all recording information, (ii) the original of the Notice of Agreement to the City, with copies to the Developer, each showing all recording information, (iii) the Construction Loan Deed of Trust to the Construction Lender for the Project, with copies to the Developer and the City, each showing all recording information, and (iv) the original of any other document recorded at the close of Escrow to the Party or other person designated in the joint escrow instructions of the Parties for such recordation and a copy of each such document to the other Party or Parties, each showing all recording information. If any construction lender requests that the original deed of trust be delivered elsewhere then that request will be honored by Escrow Holder.

3.8 Escrow Closing Costs, Taxes and Title Policy Premium. The Developer shall pay the Escrow fees and such other costs as Escrow Holder may charge for the conduct of the Escrow. Escrow Holder shall notify the Developer of the costs for Close of Escrow by delivering the Escrow Holder’s estimated closing/settlement statement to both the City and the Developer at least four (4) business days prior to the Escrow Closing Date. The Developer shall pay the premium charged by the Title Company for the standard Title Policy for the Property, exclusive of any endorsements or other supplements to the coverage of such Title Policy that may be requested by the City, as well as documentary transfer taxes and any and all other charges, fees and taxes levied by a Governmental Authority relative to the conveyance of any portion of the Property through the Escrow transaction contemplated in this Agreement. The Developer shall pay any City and/or County and/or state transfer taxes calculated on the value of the Property if any are charged. The Developer shall pay any and all recording fees relative to the conveyance of any portion of the Property through the Escrow transaction contemplated in this Agreement.

3.9 Escrow Cancellation Charges. If the Escrow fails to close due to either the City’s material default under this Agreement and the Escrow is cancelled and this Agreement is terminated, the City shall pay all ordinary and reasonable Escrow and title order cancellation charges. If the Escrow fails to close due to the Developer’s material default under this Agreement and the Escrow is cancelled and this Agreement is terminated, the Developer shall pay all ordinary and reasonable Escrow and title order cancellation charges. If the Escrow fails to close for any reason other than the material default of either the Developer or the City and the Escrow is cancelled and this Agreement is terminated, the Developer and the City shall each pay one-half (1/2) of any ordinary and reasonable Escrow and title order cancellation charges.

3.10 Escrow Cancellation. If this Agreement is terminated and the Escrow cancelled pursuant to a contractual right granted to a Party in this Agreement to terminate this Agreement and cancel the Escrow, other than due to the material default of another Party, the Parties shall do each of the following:

3.10.1 Cancellation Instructions. The Parties shall, within three (3) business days of receipt of Escrow Holder’s written request, execute any reasonable Escrow cancellation instructions requested by Escrow Holder;

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25 3.10.2 Return of Funds and Documents. Within ten (10) days of receipt by the Parties of a settlement statement of Escrow and title order cancellation charges from Escrow Holder: (i) the Developer or Escrow Holder shall return to the City any documents previously delivered by the City to the Developer or Escrow Holder, (ii) the City or Escrow Holder shall return to the Developer all documents previously delivered by the Developer to the City or Escrow Holder; (iii) Escrow Holder shall return to the Developer any funds deposited by Developer into Escrow, including the Earnest Money Deposit (subject to Section 2.2), less the Developer’s share of customary and reasonable Escrow and title order cancellation charges, if any; and (iv) Escrow Holder shall return to the City any funds deposited by City into Escrow if it has already been deposited, less the City’s share of customary and reasonable Escrow and title order cancellation charges, if any.

3.11 Report to IRS. Following the Close of Escrow and prior to the last date on which such report is required to be filed with the Internal Revenue Service, if such report is required pursuant to Section 6045(e) of the Internal Revenue Code, Escrow Holder shall report the gross proceeds of the purchase and sale of the Property to the Internal Revenue Service on Form 1099- B, W-9 or such other form(s) as may be specified by the Internal Revenue Service pursuant to Section 6045(e). Upon the filing of such reporting form with the Internal Revenue Service, Escrow Holder shall deliver a copy of the filed form to the City and the Developer.

ARTICLE IV

PROJECT DEVELOPMENT

4.1 Developer Covenant to Undertake Project. Upon Close of Escrow the Developer covenants, for itself, its successors and assigns, to and for the exclusive benefit of the City, that the Developer shall commence and complete the construction and development of the Project on the Property within the time period for such actions set forth in the Schedule of Performance. Upon Close of Escrow the Developer covenants and agrees for itself, its successors, and assigns, that the Property shall be improved and developed with the Project in substantial conformity with the terms and conditions of this Agreement, the Scope of Development, the Schedule of Performance, any and all plans, specifications and similar development documents required by this Agreement, except for such changes as may be mutually agreed upon in writing by and among the Parties, and all applicable laws, regulations, orders and conditions of each Governmental Agency with jurisdiction over the Property or the Project. The covenants of this Section 4.1 shall run with the land of the Property until the earlier of the date of recordation of the Certificate of Completion or the fifteenth (15th) anniversary of the date of the Close of Escrow.

4.2 Developer Changes to Plans and Specifications During Course of Construction. The Developer shall have the right during the course of construction of the Project to make “minor field changes,” without seeking the approval of the City, if such changes do not affect the type of use to be conducted within all or any portion of a structure. “ Minor field changes” shall be defined as those changes from the approved Plans and Specifications that have no substantial effect on the Project or are made in order to expedite the work of construction in response to field conditions. The Developer shall submit all other changes, i.e. ”Material Changes”, to the City for its review and approval no less than fifteen (15) days prior to the date that the Developer intends to implement such changes. Material Changes shall mean and

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26 substantial changes to the Project that effect the overall adaptive reuse nature of the Project the City approved through any AUP (Administrative Use Permit), EIR (Environmental Impact Report), etc.. Material Changes shall not include changes to construction drawings, type, materials, etc. and/or changes caused by Unforeseen Site Conditions. The City shall have ten (10) days from its receipt of such proposed changes to review the same and advise the Developer in writing whether such changes are acceptable to the City in its reasonable discretion. Any proposed changes which are not disapproved by the City within such ten (10) day period shall be deemed approved. Nothing contained in this Section 4.2 shall be deemed to constitute a waiver of or change in the City Requirements governing “ minor field changes” or other changes or in any approvals by the City otherwise required for “minor field changes.” or other changes.

4.3 Construction Start and Completion of Project. The Developer shall commence construction of the Project in accordance with the Schedule of Performance and, thereafter, shall diligently proceed to complete the construction of the Project in a good and workmanlike manner in substantial conformity with the approved plans, specifications, and conditions for the Project approved by the City and the Schedule of Performance. The Developer shall obtain a Certificate of Completion on or before the Project Completion Date subject to extension for unavoidable delays, or other extensions pursuant to this Agreement. The Developer will, promptly upon completion of construction of the Project, cause the Project to be inspected by each Governmental Agency with jurisdiction over the Project, shall correct any defects and deficiencies that may be disclosed by any such inspection and shall cause to be duly issued all occupancy certificates and other licenses, permits and authorizations necessary for the operation and occupancy of the completed Project. The Developer shall do and perform all of the foregoing acts and things and cause to be issued and executed all such occupancy certificates, licenses, and authorizations for the Project on or before the date set forth therefor in the Schedule of Performance as the completion date for the Project. After commencement of the work of improvement for each phase of the Project, the Developer shall not permit the work of improvement of the Project to cease or be suspended for a time period in excess of thirty (30) consecutive calendar days, subject to Unavoidable Delays, Unforeseen Site Conditions and/or other extensions of time pursuant to this Agreement.

4.4 Compliance with Laws. All work performed in connection with the development of the Project shall comply with all Governmental Requirements.

4.5 Schedule of Performance. The Schedule of Performance establishes various dates and times for the accomplishment of various tasks assigned to the City and the Developer and the satisfaction of the conditions precedent to the close of the Escrow. The Parties agree that time is of the essence in the performance of such tasks and the satisfaction of conditions precedent, in view of the large investment of resources that all Parties recognize will be required for assembly of the Property and the undertaking of the Project. If the date or time for the performance of a task or the satisfaction of a condition, as set forth in either the text of this Agreement or in the Schedule of Performance, may not be achieved, then prior to such date or time set forth in the text of this Agreement or the Schedule of Performance, the Parties shall consider whether a modification to the text of this Agreement or to the Schedule of Performance is warranted. Any decision to approve a modification to a time or date established in either the text of this Agreement or the Schedule of Performance shall be subject to the sole discretion of each Party. Any modification of a time or date for performance of a particular task or satisfaction of a particular condition that does not result

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27 in a change of more than one hundred eighty (180) days, and/or as a result of Unavoidable Delays, Unforeseen Site Conditions, and/or other delay resulting in an extension of time to perform pursuant to this Agreement, may be approved on behalf of the City by the City Manager, in his or her reasonable discretion. A modification of a time or date for performance of a task or satisfaction of a condition (or a series of such modifications), for any other reason, that results in an aggregate change of more than one hundred eighty (180) days shall be subject to the approval of the City Council, in its sole and absolute discretion. If performance of a task or satisfaction of a condition in the Schedule Performance is prevented or delayed by Unavoidable Delays, Unforeseen Site Conditions, and/or other delay resulting in an extension of time to perform pursuant to this Agreement the deadline for completion of such task or satisfaction of such condition shall be extended by the period of such Unavoidable Delays.

4.6 Developer Attendance at City Meetings. The Developer agrees to have one or more of its employees or consultants who are knowledgeable regarding this Agreement and the development of the Project, such that such person(s) can meaningfully respond to City questions regarding the progress of the Project, attend City Council meetings, when requested to do so on not less than ten (10) days prior written notice by City staff.

4.7 City’s Right to Inspect Project and Property. Officers, employees, agents, and representatives of the City shall have the right of reasonable access to the Property, without the payment of charges or fees, during normal construction hours, during the period of construction of the Project. Such officers, employees, agents or representatives of the City shall be those persons who are designated by the City Manager. Any and all officers, employees, agents or representatives of the City who enter the Property shall identify themselves at the construction management office on the Property, upon their entrance on to the Property, and shall at all times be accompanied by a representative of the Developer, while on the Property. The Developer shall make a representative of the Developer available for this purpose at all times during normal construction hours, upon reasonable notice from the City which is to be no less than two (2) business days in advance. The City shall indemnify and hold the Developer harmless from injury, property damage or liability arising out of the exercise by the City of the right of access to the Property provided in this Section

4.7, other than injury, property damage or liability arising from the negligence or willful misconduct of the Developer or its officers, agents or employees. The City shall inspect relevant portions of the Property, prior to issuing any written statements reflecting adversely on the Developer’s compliance with the terms and conditions of this Agreement pertaining to development of the Project. If in the City’s reasonable judgment it is necessary, the City shall have the further right, from time to time, to retain a consultant or consultants to inspect the Project and verify compliance by the Developer with the provisions of this Agreement. The Developer acknowledges and agrees that any such inspections are for the sole purpose of protecting the City’s rights under this Agreement, are made solely for the City’s benefit, that the inspections may be superficial and general in nature, and are for the purposes of informing the City of the progress of the Project and the conformity of the Project with the terms and conditions of this Agreement, and that the Developer shall not be entitled to rely on any such inspection(s) as constituting an approval, satisfaction or acceptance of any materials, workmanship, conformity of the Project with this Agreement or otherwise. The Developer agrees to make its own regular inspections of the work of construction of the Project to determine that the quality of the Project and all other requirements of the work of construction of the Project are being performed in a manner satisfactory to the Developer. The Developer also agrees to immediately notify the City in writing

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28 should the Developer’s inspections show any matters that will prevent the entire Project from being completed by the Project Completion Date set forth therefore in the Schedule of Performance.

Without limiting the foregoing, the Developer shall permit the City upon reasonable notice to examine and copy all records relating to construction of the Project. The Developer will use commercially reasonable efforts to cause all contractors, subcontractors and materialmen to cooperate with the City to enable such examination.

4.8 Cost of Construction. The cost and expense of undertaking and completing the Project, including, without limitation, constructing all legally imposed on- and off-site improvements, and providing all utilities therefor, shall be borne by Developer at its sole cost, expense and liability. Developer shall be solely responsible for payment of all City land use, construction, inspection, plan check, and development impact fees (collectively, “ Development Fees”) imposed by the City with respect to the development of the Project. Developer shall bear all costs and expenses associated with the processing and obtaining of the Entitlements and shall bear all costs and expenses (except to the extent expressly set forth otherwise in this Agreement), associated with any and all terms, conditions, requirements, mitigation measures and other exactions imposed on, or required in connection with, the Entitlements.

4.9 Prevailing Wages.

4.9.1 The Developer acknowledges that the City has not made any representation, express or implied, to the Developer or any person associated with the Developer regarding whether or not laborers employed relative to the construction of the Project must be paid the prevailing per diem wage rate for their labor classification, as determined by the State of California, pursuant to Labor Code Sections 1720, et seq. The Developer agrees with the City that the Developer shall assume the responsibility and be solely responsible for determining whether or not laborers employed relative to the construction of the Project must be paid the prevailing per diem wage rate for their labor classification.

4.9.2 The Developer, on behalf of itself, its successors, and assigns, waives and releases the City from any right of action that may be available to it pursuant to Labor Code Sections 1726 and 1781. The Developer acknowledges the protections of Civil Code Section 1542 relative to the waiver and release contained in this Section 4.8, which reads as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

THAT THE CREDITOR OR RELEASING PARTY DOES NOT

KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT

THE TIME OF EXECUTING THE RELEASE AND THAT, IF

KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY

AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR
OR RELEASED PARTY.”

BY INITIALING BELOW, THE DEVELOPER KNOWINGLY AND
VOLUNTARILY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY

IN CONNECTION WITH THE WAIVERS AND RELEASES OF THIS
SECTION 4.9.2.

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29 _________________
Developer’s Initials

4.9.3 Additionally, in accordance with Section ARTICLE VIII, the Developer shall indemnify, defend with counsel acceptable to the City and hold the City harmless against any claims pursuant to Labor Code Sections 1726 and 1781 arising from this Agreement or the construction or operation of the Project.

4.10 Project as a Private Undertaking . It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between City and Owner is that of a government entity regulating the development of private property and the owner of such property.

4.10 Certificate of Completion.

4.10.1 Following the substantial completion of construction of the Project pursuant to the Schedule of Performance, and upon written request from the Developer for issuance of a Certificate of Completion for the Project, the City shall inspect the Project to determine whether or not the Project has been substantially completed in compliance with this Agreement. If the City determines that the Project is complete and in compliance with this Agreement, the City Manager shall furnish the Developer with a Certificate of Completion for the Project. If the City determines that the Project is not in compliance with this Agreement, the City Manager shall send written notice of each non-conformity to the Developer. Upon issuance of the final certificate of occupancy for the development of the Project, based on the plans submitted by the Developer to the City, the City shall furnish the Developer with a Certificate of Completion for the Project. Until the issuance of the Certificate of Completion, the City shall retain of right of reverter in the Property pursuant to Section 7.6. The City shall not unreasonably interfere with the usual inspections by City agencies or other typical governmental inspections related to requirements for a certificate of occupancy.

4.10.2 The City shall not unreasonably withhold the issuance of a Certificate of Completion. A Certificate of Completion shall be evidence of the City’s conclusive determination of satisfactory completion of the Project to which it pertains pursuant to the terms of this Agreement. After the recordation of a Certificate of Completion for the Project, any person then owning or thereafter purchasing, leasing or otherwise acquiring any interest in the Property improved with the Project shall not (because of such ownership, purchase, lease or acquisition) incur any obligation or liability under this Agreement regarding construction or installation of the Project except that such person shall be bound by any reservations, covenants, conditions, restrictions and other interests recorded against the Property pursuant to this Agreement and the Grant Deed.

4.10.3 If the City fails or refuses to issue a Certificate of Completion following written request from the Developer within fifteen (15) calendar days of the Developer’s written request or within three (3) calendar days after the next regular meeting of the City Council,

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30 whichever date occurs later, the City shall provide the Developer with a written statement setting forth the reasons for the City’s failure or refusal to issue a Certificate of Completion. The statement shall also contain the City’s opinion of the action(s) the Developer must take to obtain a Certificate of Completion from the City. If the reason for the Developer’s failure to complete the Project is confined to the immediate unavailability of specific items or materials for construction or landscaping at a price reasonably acceptable to the Developer or other minor building “ punch- list” items, the City may issue its Certificate of Completion upon the posting of a bond or irrevocable standby letter of credit by the Developer in a form reasonably acceptable to the City in an amount representing the fair value of the work on the Project remaining to be completed, as reasonably determined by the City. If the City fails to provide such written statement, within the specified time period, the Developer shall be deemed conclusively and without further action of the City to have satisfied the requirements of this Agreement with respect to the Project, as if a Certificate of Completion had been issued by the City pursuant to this Agreement.

4.10.4 A Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of a mortgage, or any insurer of a mortgage securing money loaned to finance the Project, or any parts thereof. A Certificate of Completion shall not be deemed to constitute a notice of completion under Section 3093 of the California Civil Code, nor shall it act to terminate the continuing covenants, restrictions or conditions contained in the Grant Deed or any other instruments recorded against the Property pursuant to this Agreement. A Certificate of Completion is not evidence of the compliance of the Project with any City Requirements or any building code, conditions of approval, land use, zoning or other requirements of the City or any Governmental Agency with jurisdiction over the Property, other than the City.

4.10.5 The City and Developer acknowledge that the nature of the Project, including but not limited to, the risk of Unforeseen Site Conditions and Unavoidable Delays.

Should any Unforeseen Site Conditions and/or Unavoidable Delays impede Developes ability to seek a Certificate of Occupancy and/or Certificate of Completion for any particular phase, Developer may request a Temporary Certificate of Occupancy (“TCO”) for that phase(s) or portions of a phase(s) ready to be occupied. Developer may seek a TCO for all or portions of a phase in order to further the Parties interests contained herein. Should Developer seek and be issued a TCO by the City, such TCO shall extend Developers obligation to obtain a Certificate of Completion for the duration such TCO is valid.

ARTICLE V

DEVELOPER COVENANTS

5.1 Covenant to Maintain Property on Tax Rolls. The Developer for itself, its successors and assigns to all or any part or portion of the Property and/or Project, covenants and agrees that after Close of Escrow:

5.1.1 The entire Property shall remain on the County secured real property tax rolls for twenty years from the date of issuance of a certificate of occupancy for the Project.

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31 5.1.2 The Developer shall pay all property tax bills with respect to the Property and all improvements thereon on or before the last day for the timely payment of each property tax installment during such time period and to timely pay all supplemental tax bills regarding the Property issued by the County. Nothing herein shall prohibit Developer, or current owner from making property tax payments pursuant to any tax collector approved payment plan.

The Developer further covenants and agrees to provide to the City, on or before July 31 of each year, commencing in the calendar year following the calendar year in which a Certificate of Completion is recorded and in each calendar year, thereafter, for the full term of this covenant: (i) a true and correct copy of all property tax assessment notices, property tax bills and property tax assessment correspondence by and between the Developer and the County regarding the Property and all improvements thereon, with respect to the preceding fiscal year of the County, and (ii) cancelled checks issued or other proof of payment by the Developer in payment of all property tax payments that are made to the County regarding the Property and all improvements thereon (or other reasonably acceptable evidence of such payment), with respect to the preceding County fiscal year.

5.1.3 The covenants of this Section 5.1 shall run with the land of the Property, shall be enforceable against the Developer and its successors and assigns, and shall be covenants set forth in the Grant Deed.

5.2 No Conveyance to Tax Exempt Entity. The Developer for itself, its successors and assigns to all or any part or portion of the Property and/or Project, covenants and agrees that:

5.2.1 The Developer shall not use or otherwise sell, transfer, convey, assign, lease, leaseback or hypothecate the Property, the Project, or any portion of any of the foregoing to any entity or person, or for any use of the Property, the Project, or any portion of any of the foregoing, that is partially or wholly exempt from the payment of real or personal property taxes or that would cause the exemption of the payment of all or any portion of real or personal property taxes otherwise assessable regarding the Property, the Project, or any portion of any of the foregoing, without the prior written consent of the City, which may be withheld in the City’s sole and absolute discretion for a period of 20 years from the date of issuance of the Certificate of Completion for the Project by the City.

5.2.2 If the Property, or any portion of the Property, shall be conveyed, transferred or sold to any entity or person that is partially or wholly exempt from the payment of real or personal property taxes otherwise assessable against the Property, or any portion thereof (each, a “Tax-Exempt Entity”), without the prior written consent of the City, then, at the City’s election and in addition to all other remedies available to the City under this Agreement or at law or in equity, the Developer or its successor or assigns shall pay to the City a fee in lieu of payment of such taxes each year in an amount determined by the City to be one percent (1%) of the “ full cash value” of the Property, or portion thereof, as may be subject to such exemption from payment of real or personal property taxes. The City’s determination of “ full cash value ” for in-lieu payment purposes under this Section 5.2.2 shall be established by the City each year, if necessary, by reference to the real or personal property tax valuation principles and practices generally applicable to a county property tax assessor under Section 1 of Article XIIIA of the California Constitution. The City’s determination of “ full cash value ” and that an in-lieu payment is due shall be conclusive on such matters. If the City determines that an amount is payable as an in-lieu

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32 payment under this Section 5.2.2 in any tax year, then such amount shall be paid to the City for that tax year within forty-five (45) days following transmittal by the City to the Developer or its successor or assigns of an invoice for payment of the in-lieu amount. Notwithstanding anything contrary to the foregoing, Developer shall not responsible for any in-lieu amounts if (a) the City consents to Transfer of the Project to a non-Tax-Exempt Entity which subsequently becomes a Tax-Exempt Entity, or (b) a City-approved non-Tax-Exempt Entity to whom Developer Transfers the Property sells to a Tax-Exempt Entity or non-Tax-Exempt Entity which subsequently becomes a Tax-Exempt Entity.

5.2.3 The covenants of this Section 5.2 shall run with the land of the Property, shall be enforceable against the Developer and its successors and assigns, and shall be covenants set forth in the Grant Deed.

5.3 Deleted.

5.4 Maintenance Condition of the Property. The Developer for itself, its successors and assigns to all or any part or portion of the Property and/or Project, covenants and agrees that after Close of Escrow:

5.4.1 The areas of the Property that are subject to public view (including all existing and future improvements, paving, walkways, landscaping, exterior signage and ornamentation) shall be maintained in good repair and a neat, clean and orderly condition, ordinary wear and tear excepted. If there is an occurrence of an adverse condition on any area of the Property that is subject to public view in contravention of the general maintenance standard described above (a “ Maintenance Deficiency ”), then the City shall notify the Developer in writing of the Maintenance Deficiency. If the Developer fails to cure or commence and diligently pursue to cure the Maintenance Deficiency within thirty (30) days of its receipt of notice of the Maintenance Deficiency, the City shall have the right to enter the Property and perform all acts necessary to cure the Maintenance Deficiency, or to take any other action at law or in equity that may then be available to the City to accomplish the abatement of the Maintenance Deficiency. Any sum expended by the City for the abatement of a Maintenance Deficiency on the Property pursuant to this Section 5.4.1 shall become a lien on the Property, as applicable. If the amount of the lien is not paid within thirty (30) days after written demand for payment from the City to the Developer, the City shall have the right to enforce the lien in the manner provided in Section 5.4.3.

5.4.2 Graffiti, as this term is defined in Government Code Section 38772, that has been applied to any exterior surface of a structure or improvement on the Property that is visible from any public right-of-way adjacent or contiguous to the Property after close of escrow, shall be removed by the Developer by either painting over the evidence of such vandalism with a paint that has been color-matched to the surface on which the paint is applied, or graffiti may be removed with solvents, detergents or water, as appropriate. If any such graffiti is not removed within five (5) days following the time of the discovery of the graffiti, the City shall have the right to enter the Property and remove the graffiti, without notice to the Developer. Any sum reasonably expended by the City for the removal of graffiti from the Property pursuant to this Section 5.4.2, shall be a lien on the Property. If the amount of the lien is not paid within thirty (30) days after written demand to the Developer from the City, the City shall have the right to enforce its lien in

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33 the manner provided in Section 5.4.3. Address Graffiti prior to the close of escrow shall be the responsibility of the City.

5.4.3 The Parties further mutually understand and agree that the rights conferred upon the City under this Section 5.4 expressly include a grant by the Developer of a security interest in the Property with the power to establish and enforce a lien or other encumbrance against the Property or any portion thereof, in the manner provided under Civil Code Sections 2924, 2924b and 2924c, to secure the obligations of the Developer and it successors under Section

5.4.1 or Section 5.4.2, including the reasonable attorneys’ fees and costs of the City associated with the abatement of a Maintenance Deficiency or removal of graffiti. For the purposes of the preceding sentence the words “reasonable attorneys’ fees and costs of the City” mean and include the salaries, benefits and costs of the City Attorney and the lawyers employed in the Office of the City Attorney. Said security interest will not be enforced without providing Developer an additional notice and thirty (30) days opportunity to pay all costs, interest, and fees due and owing to the City.

5.4.4 The provisions of this Section 5.4, shall be a covenant running with the land of the Property, shall be enforceable against the Developer and its successors and assigns, and shall be covenants set forth in the Grant Deed, but said covenants under section

5.4 expire and are of no further force and effect after the Certificate of Completion has been issued for the final phase of the Project. Nothing in the foregoing provisions of this Section 5.4 shall be deemed to preclude the Developer from making any alteration, addition, or other change to any structure or improvement or landscaping on the Property, provided that any such changes comply with applicable zoning and building regulations of the City. The expiration of the Covenant on completion does not restrict City from enforcement of any other laws related to public or private nuisances, graffiti removal, or from issuing notices of violations of any City or state code regarding health and safety, building codes or similar codes.

5.5 Obligation to Refrain from Discrimination. The Developer for itself, its successors and assigns to all or any part or portion of the Property and/or Project, covenants and agrees that:

5.5.1 There shall be no discrimination against or segregation of any person, or group of persons, on account of sex, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall the Developer, itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sub-tenants, sub-lessees or vendees of the Property. The covenant of this Section 5.5 shall run with the land of the Property and shall be enforceable against the Developer and its successors and assigns in perpetuity and be a covenant in the Grant Deed and the Notice of Agreement.

5.5.2 The covenant of this Section 5.5 shall run with the land of the Property in perpetuity, shall be enforceable against the Developer and its successors and assigns, and shall be covenants set forth in the Grant Deed.

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34 5.5.3 Fair Employment Covenant. In connection with its performance under this Agreement, Developer shall not discriminate against any employee or applicant for employment on account of actual or perceived race, color, religion, sex, gender, gender identity, gender expression, sexual orientation, marital status, national origin, ancestry, familial status, source of income, disability, veteran or military status, or genetic information. Developer shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis.

5.6 Form of Non-Discrimination and Non-Segregation Clauses. The Developer for itself, its successors and assigns to all or any part or portion of the Property and/or Project, covenants and agrees that:

5.6.1 The Developer, such successors and such assigns shall refrain from restricting the sale, lease, sublease, rental, transfer, use, occupancy, tenure or enjoyment of the Property (or any portion thereof) on the basis of sex, marital status, race, color, religion, creed, ancestry or national origin of any person. All deeds, leases or contracts pertaining to the Property shall contain or be subject to substantially the following non-discrimination or non-segregation covenants:

5.6.1.1 In deeds: “The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sub-tenants, sub-lessee, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land.”

5.6.1.2 In leases: “The Lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants lessees, sub-lessee, sub-tenants, or vendees in the premises herein leased.”

5.6.1.3 In contracts: “There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed or leased, nor shall the transferee or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sub-lessees, sub-tenants, or vendees of the premises herein transferred.” The foregoing

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35 provision shall be binding upon and shall obligate the contracting party or parties and any subcontracting party or parties, or other transferees under the instrument.

5.6.2 The covenant of this Section 5.6 shall run with the land of the Property in perpetuity, shall be enforceable against the Developer and its successors and assigns, and shall be covenants set forth in the Grant Deed.

5.7 Survival of Special Development Covenants. All of the covenants set forth in ARTICLE V, inclusive, shall be a covenant running with the land of the Property and each such special development covenant shall survive the Close of Escrow, execution and recordation of the Grant Deed, and issuance and recordation of any Certificate of Completion for the time period specifically set forth in each such special development covenant, except as expressly limited otherwise above. The Parties acknowledge that although the special development covenants apply to the entirety of the Property, portions of the Project and Property may, in accordance with the Permitted Transfer requirements, be sold or otherwise transferred to various successors and assigns of the Developer. Accordingly, the City agrees that with respect to enforcement of any of the special development covenants, it is understood and agreed that, in the event of a breach of any of the special development covenants, the City will seek to enforce those covenants only against the then-current owner(s) of that portion of the Property which is not in compliance with any one or more the special development covenants. No owner of any portion of the Property which is in compliance with the special development covenants shall be liable for the breach of any of the special development covenants by any other owner of any other portion of the Property; provided, however, that the foregoing shall not preclude City from seeking damages against any prior owner of any portion of the Property if, during the tenure of such owner’s ownership, such owner’s portion of the Property was not in compliance with any one or more of the special development covenants.

5.8 Developer Covenant to Defend this Agreement. The Developer acknowledges that the City is a “ public entity” and/or “public agency” as defined under applicable California law. Therefore, the City must satisfy the requirements of certain California statutes relating to the actions of public entities and public agencies including, without limitation, CEQA and the SLA.

Also, as a public body, the City’s action in approving this Agreement may be subject to proceedings to invalidate this Agreement or mandamus. The Developer assumes the risk of delays and damages and costs that may result to or be incurred by the Developer from any third-party legal actions related to the City’s approval of this Agreement or the pursuit of the activities contemplated by this Agreement, even in the event that an error, omission or abuse of discretion by the City is determined to have occurred. If a third-party asserts a claim, including, in the case of a government entity, a notice of violation, against the City or Developer regarding the City’s approval of this Agreement or the pursuit of the activities contemplated by this Agreement, the City may terminate this Agreement on thirty (30) days’ written notice to the Developer of the City’s intent to terminate this Agreement, referencing this Section 5.8, without any further obligation to perform the terms of this Agreement and without any liability to the Developer resulting from such termination, unless the Developer unconditionally agrees to indemnify and defend the City, with legal counsel acceptable to the City, against such third-party legal action, as provided in the next sentence. Within thirty (30) days of receipt of the City’s notice of intent to terminate this Agreement, as provided in the preceding sentence, the Developer may offer to defend the City, with legal counsel reasonably acceptable to the City, in the third-party legal action

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36 and pay all of the court costs, attorney fees, monetary awards, sanctions, attorney fee awards, expert witness and consulting fees, and the expenses of any and all financial or performance obligations resulting from the disposition of the legal action. Any such offer from the Developer must be in writing and reasonably acceptable to the City in both form and substance.

Notwithstanding the language in this paragraph, in the case of an SLA-related action section 2.5.3 shall control. Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, nothing contained in this Section 5.8 shall be deemed or construed to be an express or implied admission that the City is liable to the Developer or any other person or entity for damages alleged from any alleged or established failure of the City to comply with any statute, including, without limitation, CEQA and the SLA. The Developer’s defense of such third party actions as described in this Section 5.8 shall constitute an Unavoidable Delay.

5.9 Environmental Indemnity of the City by the Developer. The Developer agrees that after Close of Escrow, at its sole cost and expense, to fully indemnify, protect, hold harmless, and defend (with counsel selected by the Developer and approved by the City) the City and its commissions, agents, attorneys, officers, employees, and authorized representatives (collectively, the “ Indemnified Parties ”), from and against any and all claims, demands, damages, losses, liabilities, obligations, penalties, fines, actions, causes of action, judgments, suits, proceedings, costs, disbursements and expenses, including, without limitation, attorney fees, disbursements and costs of attorneys, environmental consultants and other experts, and all foreseeable and unforeseeable damages or costs of any kind or of any nature whatsoever (collectively, “Environmental Claims”) that may, at any time, be imposed upon, incurred or suffered by, or claimed, asserted or awarded against, the Indemnified Parties, directly or indirectly relating to or arising from any of the following “ Environmental Matters ” existing or occurring during or arising from the Developer’s ownership of the Property or construction or operation of the Project:

5.9.1 The presence of Hazardous Materials on, in, under, from or affecting all or any portion of the Property or the Project.

5.9.2 The storage, holding, handling, release, threatened release, discharge, generation, leak, abatement, removal or transportation of any Hazardous Materials on, in, under, from or affecting the Property or the Project.

5.9.3 The violation of any law, rule, regulation, judgment, order, permit, license, agreement, covenant, restriction, requirement or the like by the Developer, its agents or contractors, relating to or governing in any way Hazardous Materials on, in, under, from or affecting the Property or the Project.

5.9.4 The failure of the Developer, its agents or contractors, to properly complete, obtain, submit and/or file any and all notices, permits, licenses, authorizations, covenants and the like in connection with the Developer’s activities on the Property or regarding the Project.

5.9.5 The implementation and enforcement by the Developer, its agents or contractors of any monitoring, notification or other precautionary measures that may, at any time, become necessary to protect against the release, potential release or discharge of Hazardous Materials on, in, under, from or affecting the Property or the Project.

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37 5.9.6 The failure of the Developer, its agents or contractors, in compliance with all applicable Environmental Laws, to lawfully remove, contain, transport or dispose of any Hazardous Materials existing, stored or generated on, in, under or from the Property or the Project.

5.9.7 Any investigation, inquiry, order, hearing, action or other proceeding by or before any governmental agency in connection with any Hazardous Materials on, in, under, from or affecting the Property or the Project or the violation of any Environmental Law relating to the Property or the Project.

5.9.8 The Developer shall pay to the Indemnified Parties all costs and expenses including, without limitation, reasonable attorneys’ fees and costs, incurred by the Indemnified Parties in connection with enforcement of the aforementioned environmental indemnity.

5.9.9 Nothing herein shall require Developer to protect, defend or indemnify the City from costs arising from actions by other governmental agencies including fines, or required contributions to remediation costs, or a pro-rated portion of the total costs, including attorneys’ fees and consultant expenses if it is determined by a court of competent jurisdiction that the City itself was a generator of Hazardous Materials which is determined to have placed, released, or allowed migration of such materials onto or under the Property during a period of time prior to the execution of this Agreement. The term “generator” as used herein means that the City was directly involved in the use, placement, release, or migration of the Hazardous Materials.

5.10 Insurance. In order to protect the City and its commissions, agents, attorneys, officers, employees and authorized representatives (collectively, “ Additional Insureds”) against any and all claims and liability for death, injury, loss and damage resulting from the Developer’s actions in connection with this Agreement, the Property, and the Project, the Developer shall secure and maintain the insurance coverage, described in and required by this Section 5.10. The City shall not have any obligation under this Agreement until the Developer provides the required policies and/or certificates evidencing the insurance required by this Section 5.10 to the City and the City approves such evidence of insurance. The Developer shall pay any deductibles and self- insured retentions under all insurance policies issued in satisfaction of the terms of this Agreement.

Developer shall retain all insurance policies as set forth in this Section 5.10 until recordation of the Certificate of Completion.

5.10.1 Workers’ Compensation Insurance Requirement. The Developer shall submit written proof that the Developer is insured against liability for workers’ compensation in accordance with the provisions of Section 3700 of the Labor Code. By executing this Agreement, the Developer makes the following certification, required by Section 1861 of the Labor Code:
“I am aware of the provisions of section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of the Agreement.”

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38 The Developer shall require each contractor and sub-contractor performing work on the Project to provide workers’ compensation coverage for all of such contractor’s or sub-contractor’s employees, unless the contractor’s or sub-contractor’s employees are covered by workers’ compensation insurance provided by the Developer. If any class of employees engaged in work or services performed in connection with the Project is not covered by Labor Code Section 3700, the Developer shall provide and/or require each contractor or sub-contractor to provide adequate workers’ compensation insurance covering such employees. Each workers’ compensation policy procured pursuant to this Section 5.10.1 shall contain a full waiver of subrogation clause in favor of the Additional Insureds.

5.10.2 Liability and Permanent Insurance Requirements.

5.10.2.1 The Developer shall maintain or cause to be maintained in full force and effect, until the issuance of the Certificate of Completion, subject to Section 5.10.2.4, the following insurance coverage:

5.10.2.1.1 Commercial General Liability Insurance coverage, including, but not limited to, Premises-Operations, Contractual Liability Insurance (specifically covering all indemnity obligations of the Developer pursuant to this Agreement), Products- Completed Operations Hazards, Personal Injury (including bodily injury and death), and Property Damage for liability arising out of the construction of the Project and/or the Developer’s operations concerning the Property or the Project. The commercial general liability insurance coverage in conjunction with any “umbrella policy” shall have minimum limits for Bodily Injury and Property Damage liability of TWO MILLION DOLLARS ($2,000,000) each occurrence and FOUR MILLION DOLLARS ($4,000,000) aggregate. The use of an “umbrella policy” is permitted to achieve the aforementioned liability limits.

5.10.2.1.2 Developer will require the general contractor and subcontractors to obtain Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering all owned, leased, hired and non-owned vehicles used by the Developer with minimum limits for Bodily Injury and Property Damage of ONE MILLION DOLLARS ($1,000,000) each occurrence. Such insurance shall be provided by a business or commercial vehicle policy.

5.10.2.1.3 If the Developer hires a consultant to provide design services, such as architectural or engineering services in connection with the Project, or any portion of the Project, the Developer shall require each such consultant to provide Professional Liability (Errors and Omissions) Insurance, for liability arising out of, or in connection with, the performance of such design services, with limits of not less than ONE MILLION DOLLARS ($1,000,000).

5.10.2.1.4 Upon acceptance of the Project or any portion thereof, from each contractor, the Developer shall maintain Fire and Extended Coverage Insurance on the Project on a blanket basis or with an agreed amount clause in amounts not less than 100% of the replacement value of all portions of the Project so accepted.

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39 5.10.2.2 During the construction of the Project, the Developer shall require that each contractor performing work on the Project maintain the following insurance coverage, as specified below, at all times during the performance of said work, or the Developer shall provide for such contractors “wrap” coverage, as specified below, at all times during the performance of said work:

5.10.2.2.1 The Developer shall maintain Builder’s Risk
Insurance to be written on an All Risk Completed Value form, in an aggregate amount equal to 100% of the completed insurable value of the Project or portion of the Project on which such contractor is performing work.

5.10.2.2.2 Each general contractor and each sub-contractor shall maintain Commercial General Liability Insurance with limits of not less than ONE MILLION DOLLARS ($1,000,000) per occurrence and TWO MILLION DOLLARS ($2,000,000) aggregate to protect the Developer during the construction of the Project from claims involving bodily injury and/or death and damage to the property of others.

5.10.2.2.3 Each general contractor and each sub-contractor shall maintain Automobile Liability Insurance against claims of personal injury (including bodily injury and death) and property damage covering all owned, leased, hired and non-owned vehicles used in the performance of the contractor’s obligations with minimum limits for bodily injury and property damage of ONE MILLION DOLLARS ($1,000,000) each occurrence and TWO MILLION DOLLARS ($2,000,000) aggregate. Such automobile liability insurance shall be provided by a business or commercial vehicle policy.

5.10.2.3 The insurance required in Section 5.10.2.1 and Section 5.10.2.2 above shall include endorsements naming the Additional Insureds as additional insured for liability arising out of this Agreement and any operation related to this Agreement.

5.10.2.4 Any insurance coverage required under this Agreement shall not be written on a “claims made” basis, except the 5.10.2.1.3 professional liability insurance which may be on a claims made basis. The applicable certificate of insurance must clearly provide that the coverage is on an “occurrence” basis. The requirements of this Section 5.10.2.4 shall survive any expiration or termination of this Agreement and the recordation of the Grant Deed and any Certificate of Completion.

5.10.2.5 Receipt by the City of evidence of insurance that does not comply with the above requirements shall not constitute a waiver of the insurance requirements of this Agreement.

5.10.2.6 Subject to Section 5.10.2.4, all of the insurance coverage required under this Section 5.10 shall be maintained by the Developer or its contractors, as required by the terms of this Agreement, until the issuance of the Certificate of Completion and requested not to be reduced, modified, or canceled without, at least, thirty (30) days prior written notice to the City.

These insurance requirements in 5.10.2 may be met in part or in whole by an OCIP (Owner Controlled Insurance Program), Builder’s Risk or other ‘wrap’ type policy even if the above paragraphs state ‘each’ contractor or subcontractor must have separate insurance. The Developer

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40 shall immediately obtain replacement coverage for any insurance policy that is terminated, canceled, non-renewed, or whose policy limits are exhausted or upon insolvency of the insurer that issued the policy. If any notices of change, or cancellation are received Developer shall immediately notify the City, but requirements for “no changes without 30 days advance notice” may not be accepted by insurers, and minor variations in notice of cancellations clauses shall not be a breach of this Agreement. Failure of Developer to have replacement insurance meeting all requirements put in place prior to the cancellation date of any required insurance policy is a breach of this Agreement.

5.10.2.7 All insurance to be obtained and maintained by the Developer under this Section 5.10 shall be issued by a company or companies listed in the then current “Best’s Key Rating Guide” publication with a minimum of an “A:VII” rating and be authorized to conduct business in the State of California, but said carriers may be ‘non-admitted’.

5.10.2.8 The City will not accept self-insurance in satisfaction of the insurance requirements of this Section 5.10.

5.10.2.9 All insurance obtained and maintained by the Developer in satisfaction of the requirements of this Agreement shall be primary to and not contributing to any insurance maintained by the Additional Insureds.

5.10.2.10 Insurance coverage in the minimum amounts set forth in this Section 5.10 shall not be construed to relieve the Developer of any liability, whether within, outside, or in excess of such coverage, and regardless of solvency or insolvency of the insurer that issues the coverage; nor shall it preclude the Additional Insureds from taking such other actions as are available to them under any other provision of this Agreement or otherwise at law.

5.10.3 Failure by the Developer to maintain all insurance coverage required by this Section 5.10 in effect shall be an Event of Default by the Developer. The City, at its sole option, may exercise any remedy available to them in connection with such an Event of Default.

Alternatively, the City may, at its sole option, purchase any such required insurance coverage and the City shall be entitled to immediate payment from the Developer for any premiums and associated costs paid by the City for such insurance coverage. Any election by the City to purchase or not to purchase insurance otherwise required to be carried by the Developer shall not relieve the Developer of its obligation to obtain and maintain the insurance coverage required by this Agreement.

ARTICLE VI

PROJECT FINANCING

6.1 Recordation of Construction Loan Deed of Trust. The Developer covenants to the City that, if Developer has arranged any secured Construction Loan, the Developer shall cause the Construction Loan Deed of Trust(s) to be recorded against the Property within sixty (60) days following the Close of Escrow, or within sixty (60) days prior to the commencement of each phase of the Project.

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41 6.2 Unauthorized Liens. Except as provided in Section 6.3, until recordation of the Certificate of Completion, the Developer shall not record, and shall not allow to be recorded, against the Property, or any portion thereof, any Lien not expressly authorized by this Agreement.

Until recordation of the Certificate of Completion, the Developer shall remove, or shall have removed, any unauthorized Lien made or recorded against the Property or any portion of the Property, or shall assure the satisfaction thereof to the satisfaction of the City. After one hundred twenty (120) calendar days prior written notice to the Developer, the City shall have the right, but not the obligation, to satisfy any unauthorized Lien made or recorded prior to recordation of the Certificate of Completion and receive reimbursement from the Developer for any amounts paid or incurred in satisfying any such Lien, upon demand. Nothing in this Section 6.2, though, shall require the Developer to pay or make provisions for the payment of any tax, assessment, lien, or charge that the Developer is in the process of contesting the validity or amount thereof, in good faith, and so long as such contest shall not subject the Property, or any portion thereof, to forfeiture or sale. Preliminary notices and/or other liens that are generally accectable during the course of the contruction from contractors/material suppliers shall not be subject to this provision.

6.3 Rights of Lenders and City Regarding Permitted Loans and Liens.

6.3.1 The City shall have the right of reasonable review and approval of any Lender from which the Developer proposes to obtain any Loan, whether or not such Loan is secured by a Lien against the Property or any portion thereof. The City shall not unreasonably withhold, condition or delay its approval of any proposed Lender or Loan. In deciding whether to give, condition or withhold such approval, the City may consider, among other matters, whether or not the proposed Lender is a state or federally chartered bank, savings and loan, or other financial institution which routinely provides construction financing to development projects such as the Project, whether the terms of the Loan are reasonable and customary when compared to the financing terms of similar development projects in the County, the size and financial strength of the proposed Lender, and what effect, if any, any changes requested by the Lender to either this Agreement or any of the exhibits to this Agreement may have upon the City’s rights and remedies hereunder. In connection therewith, in any notice requesting approval of a proposed Lender and Loan, the Developer shall include a statement identifying any amendments, modifications, or other changes to this Agreement or its exhibits which the proposed Lender will request in connection with the Developer’s obtaining of the Loan. The City agrees to reasonably consider, but shall not be obligated to accept, any amendment, modification, or other change to this Agreement or any of the exhibits to this Agreement which materially restricts, diminishes, or burdens the City’s rights and remedies.

6.3.2 Whenever the City delivers any notice or demand to the Developer regarding any breach or default by the Developer under this Agreement that, if not timely cured by the Developer, would entitle the City to terminate this Agreement, the City shall send a copy of such notice to each affected Lender of which the City has received notice and a contact address for transmittal of such notices. Whenever the City delivers any notice or demand to the Developer regarding any breach or default by the Developer under this Agreement that, if not timely cured by the Developer, would entitle the City to exercise its power of termination of the fee estate of all or any portion of the Property pursuant to Section 7.6, the City shall at the same time send a copy of such notice or demand to each affected Lender of which the City has received notice and a contact address for transmittal of such notice. Each affected Lender receiving a copy of any such

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42 notice shall have the right, at its option, to commence the cure or remedy of any such default of the Developer and to diligently and continuously proceed with such cure or remedy, within one hundred eighty (180) calendar days following its receipt of notice of the default. If a default of the Developer under this Agreement cannot, with diligence, be remedied or cured, or the remedy or cure of such default cannot be commenced, within such one hundred eighty (180) calendar day period, the Lender shall have such additional time as is reasonably necessary to remedy or cure such default of the Developer, but in no event beyond three hundred sixty five (365) calendar days following its receipt of notice of the default. If such default of the Developer can only be remedied or cured by the Lender upon obtaining possession of the Property, the Lender shall seek to obtain possession of the Property with diligence and continuity through a receiver or otherwise, and shall remedy or cure such default of the Developer within one hundred eighty (180) calendar days after obtaining possession of the Property. Nothing contained in this Agreement shall be deemed to permit or authorize any Lender to undertake or continue the construction of any portion of the Project (beyond the extent necessary to conserve or protect improvements or construction already made), without expressly assuming the Developer’s obligations under this Agreement by written agreement approved by the City, in which the Lender agrees to complete, in the manner provided in this Agreement, the improvements to which the Lien or title of the Lender relates, which approval shall not unreasonably be withheld, delayed, or conditioned by the City.

6.3.3 In any case where, one hundred eighty (180) calendar days after delivery of notice of a default of the Developer under Section 6.3.2, an affected Lender has not exercised the option provided in Section 6.3.2 to construct the applicable portions of the Project, or has exercised the option, but has not proceeded diligently and continuously with construction, the City shall have the option, in the City’s sole and absolute discretion, to purchase the Loan of such Lender and any security interest of such Lender under its Loan Documents by payment to the Lender of the amount of the unpaid Loan, including principal, accrued and unpaid interest, late charges, costs, expenses and other amounts payable to the Lender by the Developer under its Loan Documents and, if the ownership of the Property or any portion of the Property has previously vested in such Lender, the City, at its option but not as its obligation, shall be entitled to a conveyance of any title or interest in the Property vested in such Lender from such Lender.

6.3.4 After expiration of the one hundred eighty (180) calendar day period provided for in Section 6.3.3, any affected Lender may demand, in writing, that the City act to exercise or forego the option granted in Section 6.3.3. If the City fails to exercise the right granted in Section 6.3.3 within sixty (60) calendar days from the date of the City’s receipt of such written demand from a Lender, the City shall be conclusively deemed to have waived its right of purchase of that Lender’s interest pursuant to Section 6.3.3.

6.3.5 In the event of a default or breach by the Developer under any Loan Documents, where the Lender has not exercised its option to complete the Project under Section

6.3.3, the City may cure the default of the Developer under the applicable Loan Documents, but is under no obligation to do so, prior to completion of any sale or foreclosure of the Property or any portion thereof under the applicable Loan Documents. The City shall be entitled to reimbursement from the Developer of all costs and expenses incurred by the City in curing any default of the Developer under any Loan Documents.

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43 6.3.6 In any case where a Lender has acquired title to all or any portion of the Property or Project through foreclosure, deed in lieu of foreclosure, or any other means, and such Lender proposes to enter into an agreement to transfer the Property and/or Project, or any portion thereof, to a third party transferee, the Lender shall provide the City with written notice thereof, which notice shall include a reasonably detailed description of the terms and conditions of the proposed transaction. The City shall have the option, but not the obligation, to purchase the Property and/or Project on substantially the same terms as described in the Lender’s notice, which option, if ever, shall be exercised by written notice from the City to the Lender within twenty (20) days following the City’s receipt of the Lender’s notice. If the City elects not to exercise its option, then, subject to Section 9.2.2, the Lender may complete the transaction described in its notice, provided that such transaction is closed on materially identical terms and conditions as those described in the Lender’s notice to the City. If the Lender and third party transferee desire to materially amend the terms of their proposed transaction, the Lender shall give the City written notice of the proposed modifications and the City shall once again have the right to elect to acquire the Property and the Project (or portion thereof) on terms and conditions substantially similar to those modified terms. If, for any reason, the proposed transaction between the Lender and third party transferee fails to close within two hundred forty (240) days following the date on which the City first receives notice of the proposed transaction (or notice of the proposed modified transaction, whichever is later), then the City once again have the right to elect to acquire the Property and/or Project pursuant to this Section 6.3.6.

6.3.7 The restrictions set forth in this Section 6.3 shall remain in effect only until the recordation of the Certificate of Completion for the Project.

ARTICLE VII

DEFAULTS, REMEDIES AND TERMINATION

7.1 Defaults - General.

7.1.1 Subject to any extensions of time provided for in this Agreement, failure or delay by any Party to perform any term or provision of this Agreement shall constitute an “Event of Default” under this Agreement; provided, however, that if a Party otherwise in default commences to cure, correct, or remedy such default, within thirty (30) calendar days after receipt of written notice from the injured Party specifying such default, and shall diligently and continuously prosecute such cure, correction, or remedy to completion (and where any time limits for the completion of such cure, correction, or remedy are specifically set forth in this Agreement, then within said time limits), such Party shall not be deemed to be in default under this Agreement and no Event of Default shall be deemed to have occurred.

7.1.2 The injured Party shall give written notice of default to the Party in default, specifying the default complained of by the non-defaulting Party. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default.

7.1.3 Any failure or delays by any Party in asserting any of their rights and/or remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies. Delays by any Party in asserting any of its rights and/or remedies shall not deprive that

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44 Party of its right to institute and maintain any actions or proceedings that it may deem necessary to protect, assert or enforce any such rights or remedies.

7.1.4 In addition to other acts or omissions of the Developer that may legally or equitably constitute a default or breach of this Agreement, the occurrence of any of the following specific events, prior to the issuance of a Certificate of Completion for the Project, shall constitute an “Event of Default” under this Agreement and shall not be subject to the notice and cure provisions of Section 7.1.1:

7.1.4.1 Any material default by the Developer under any Loan Documents for any purpose or reason that remains uncured following any applicable notice from Lender and expiration of any applicable cure period under such Loan Documents.

7.1.4.2 Any representation, warranty or disclosure made in writing to the City by the Developer regarding this Agreement or the Project is intentionally or recklessly and materially false or misleading, whether or not such representation or disclosure appears in this Agreement.

7.1.4.3 The construction of the Project is delayed or suspended for a period in excess of that permitted under Section 4.3 or the Developer has not been issued, or entitled to be issued, a Certificate of Completion by the Project Completion Date.

7.1.4.4 There occurs any event of dissolution, reorganization or termination of the Developer that adversely and materially affects the operation or value of the Property or the Project, and such event is not corrected within five (5) days following written notice of such event from the City to the Developer.

7.1.4.5 The Developer Transfers its interest in this Agreement, the Property, or the Project, or any portion thereof, whether voluntarily or involuntarily or by operation of law, in violation of the terms and conditions of this Agreement and such action is not cured within the period prescribed in Section 9.2.2.

7.1.4.6 The Developer becomes insolvent or a receiver is appointed to conduct the affairs of the Developer under state or federal law.

7.1.4.7 The Developer’s legal status as a Nonprofit California corporation authorized by the Secretary of State of the State of California to transact business in California is suspended or terminated.

7.1.4.8 The Developer fails to comply with obligations set forth in the Affordability Covenant or takes other actions preventing the complete execution and recording of the same.

7.2 LIQUIDATED DAMAGES TO THE CITY. UPON THE OCCURRENCE OF

AN EVENT OF DEFAULT BY THE DEVELOPER UNDER THIS AGREEMENT PRIOR TO

THE CLOSE OF ESCROW, THE CITY MAY CANCEL THE ESCROW PURSUANT TO SECTION 3.10, AND UPON CANCELLATION OF THE ESCROW, THE CITY SHALL BE

RELIEVED OF ANY OBLIGATION UNDER THIS AGREEMENT TO SELL OR CONVEY

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45 THE PROPERTY OR ANY PORTION THEREOF AND ANY SUCH ESCROW

CANCELLATION SHALL BE WITHOUT ANY LIABILITY OF THE CITY TO THE DEVELOPER OR ANY OTHER PERSON ARISING FROM SUCH ACTIONS. THE CITY

AND THE DEVELOPER ACKNOWLEDGE THAT IT IS EXTREMELY DIFFICULT AND

IMPRACTICAL, IF NOT IMPOSSIBLE, TO ASCERTAIN THE AMOUNT OF DAMAGES

THAT WOULD BE SUFFERED BY THE CITY IN THE EVENT OF A CANCELLATION OF

THE ESCROW DUE TO THE OCCURRENCE OF AN EVENT OF DEFAULT BY THE DEVELOPER UNDER THIS AGREEMENT PRIOR TO THE CLOSE OF ESCROW. HAVING

MADE DILIGENT BUT UNSUCCESSFUL ATTEMPTS TO ASCERTAIN THE ACTUAL

DAMAGES THE CITY WOULD SUFFER IN THE EVENT OF A CANCELLATION OF THE

ESCROW DUE TO THE OCCURRENCE OF AN EVENT OF DEFAULT BY THE

DEVELOPER UNDER THIS AGREEMENT PRIOR TO THE CLOSE OF ESCROW, THE

CITY AND THE DEVELOPER AGREE THAT A REASONABLE ESTIMATE OF THE CITY’S DAMAGES IN SUCH EVENT IS THE TOTAL SUM OF THE EARNEST MONEY DEPOSIT OR [INSERT AMOUNT ($__________)(THE “ LIQUIDATED DAMAGES AMOUNT”). THEREFORE, UPON THE CANCELLATION OF THE ESCROW BY THE CITY

DUE TO THE OCCURRENCE OF AN EVENT OF DEFAULT BY THE DEVELOPER UNDER

THIS AGREEMENT PRIOR TO THE CLOSE OF THE ESCROW, ESCROW HOLDER SHALL

IMMEDIATELY CANCEL THE ESCROW AND PAY THE LIQUIDATED DAMAGES AMOUNT (I.E., THE EARNEST MONEY DEPOSIT) TO THE CITY WITHIN FIVE (5) DAYS OF ESCROW CANCELLATION. RECEIPT OF THE LIQUIDATED DAMAGES AMOUNT SHALL BE THE CITY’S SOLE AND EXCLUSIVE REMEDY UPON THE CANCELLATION

OF THE ESCROW DUE TO THE OCCURRENCE OF AN EVENT OF DEFAULT BY THE DEVELOPER UNDER THIS AGREEMENT PRIOR TO THE CLOSE OF ESCROW.

CITY’S INITIALS: _____ DEVELOPER’S INITIALS: _____

7.3 DEVELOPER’S ELECTION RE: SPECIFIC ENFORCEMENT OF

AGREEMENT OR WAIVER OF RIGHT TO SPECIFIC PERFORMANCE AND LIMITATION ON RECOVERY OF DAMAGES PRIOR TO CLOSE OF ESCROW. UPON

THE OCCURRENCE OF AN EVENT OF DEFAULT PERTAINING TO THE CONVEYANCE

OF THE PROPERTY BY THE CITY UNDER THIS AGREEMENT PRIOR TO CLOSE OF

ESCROW, THE DEVELOPER SHALL, AS ITS SOLE AND EXCLUSIVE REMEDY, HAVE

THE RIGHT TO EXERCISE ONE OF THE ALTERNATIVE REMEDIES DESCRIBED IN SECTIONS 7.3.1 AND 7.3.2. THE DEVELOPER’S ELECTION, ONCE MADE, SHALL BE IRREVOCABLE.

7.3.1 WAIVER OF RIGHT TO SPECIFIC PERFORMANCE AND
LIMITATION ON RECOVERY OF DAMAGES. THE DEVELOPER MAY WAIVE THE REMEDIES SET FORTH IN SECTION 7.3.2 AND MAY CANCEL THE ESCROW PURSUANT TO SECTION 3.10, AND UPON CANCELLATION OF THE ESCROW, THE

DEVELOPER SHALL BE RELIEVED OF ANY OBLIGATION UNDER THIS AGREEMENT

TO PURCHASE OR ACCEPT TITLE TO THE PROPERTY AND ANY SUCH ESCROW

CANCELLATION SHALL BE WITHOUT ANY LIABILITY OF THE DEVELOPER TO THE CITY OR ANY OTHER PERSON ARISING FROM SUCH ACTIONS. THE DEVELOPER

SHALL BE LIMITED TO RECOVERING ANY AMOUNTS ACTUALLY EXPENDED BY

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46 THE DEVELOPER IN REASONABLE RELIANCE ON THIS AGREEMENT PRIOR TO THE

DATE OF THE OCCURRENCE OF THE EVENT OF DEFAULT BY THE CITY, NOT TO EXCEED [INSERT AMOUNT ($__________). THE DEVELOPER WAIVES ANY RIGHT TO

RECOVER ANY OTHER SUMS FROM THE CITY ARISING FROM AN EVENT OF DEFAULT BY THE CITY PRIOR TO THE CLOSE OF ESCROW. THE DEVELOPER ACKNOWLEDGES THE PROTECTIONS OF CIVIL CODE SECTION 1542 RELATIVE TO THE WAIVER AND RELEASE CONTAINED IN THIS SECTION 7.3.1, WHICH CIVIL CODE SECTION READS AS FOLLOWS:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR

RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER

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

OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

BY INITIALING BELOW, THE DEVELOPER KNOWINGLY AND VOLUNTARILY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE WAIVERS AND RELEASES OF THIS SECTION 7.3.1.

DEVELOPER’S INITIALS ____________
IN CONNECTION WITH THE WAIVERS OF THIS SECTION 7.3.1, THE DEVELOPER

FURTHER WAIVES THE RIGHT TO RECORD A NOTICE OF PENDENCY OF ACTION

AGAINST ALL OR ANY PORTION OF THE PROPERTY EXCEPT DEVELOPER MAY

RECORD SUCH A NOTICE IN CONNECTION WITH ANY SUIT FOR SPECIFIC

PERFORMANCE PERMITTED HEREUNDER IN THE EVENT DEVELOPER ELECTS NOT TO WAIVE ITS RIGHT TO SEEK SPECIFIC PERFORMANCE UNDER SECTION 7.3.2.

7.3.2 SPECIFIC PERFORMANCE. THE DEVELOPER MAY
WAIVE THE REMEDIES SET FORTH IN SECTION 7.3.1 AND, IN ACCORDANCE WITH CIVIL CODE SECTION 3384, ET SEQ., INSTITUTE AN ACTION AGAINST THE CITY FOR

SPECIFIC PERFORMANCE OF THE TERMS OR PROVISIONS OF THIS AGREEMENT

WHICH WERE TO HAVE BEEN COMPLETED BY THE CITY PRIOR TO AND AT THE CLOSE OF ESCROW.

7.4 Legal Actions.

7.4.1 Except as otherwise provided by Section 7.3, any Party may institute legal action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy available to that Party under this Agreement or at law or in equity. Such legal actions must be instituted in the Superior Court of the State of California in and for the County of San Bernardino, California, in any other appropriate court within the County of San Bernardino, California.

7.4.2 The procedural and substantive laws of the State of California shall govern the interpretation and enforcement of this Agreement, without regard to conflicts of laws

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47 principles. The Parties acknowledge and agree that this Agreement is entered into, is to be fully performed in and relates to real property located in the City of Ontario, County of San Bernardino, California.

7.5 Rights and Remedies are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties set forth in this ARTICLE VII are non- exclusive and cumulative, and the exercise by any Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party(ies).

7.6 City Power of Termination and Reverter Regarding the Property.

7.6.1 The City hereby reserves a power of termination pursuant to Civil Code Sections 885.010, et seq., exercisable by the City, in its sole and absolute discretion, upon sixty (60) calendar days written notice to the Developer referencing this Section 7.6, to terminate the fee interest of the Developer in the Property and/or any improvements to the Property and revest such fee title in the City and take possession of all or any portion of such real property and improvements, without compensation to the Developer, other than reimbursement for actual costs incurred by the Developer upon the occurrence of an Event of Default by the Developer following the Close of Escrow and prior to the issuance of the Certificate of Completion.

7.6.2 The sixty (60) calendar day written notice specified in Section 7.6.1 shall specify the Event of Default by the Developer triggering the City’s exercise of its power of termination. The City shall proceed with its remedy set forth in Section 7.6.1 only if the Developer continues in default for a period of sixty (60) calendar days following such notice or, upon commencing to cure such default within the sixty (60) day period, fails to diligently and continuously prosecute said cure to satisfactory conclusion.

7.6.3 The rights of the City under this Section 7.6 shall be subject and subordinate to, shall be limited by and shall not defeat, render invalid or limit:

7.6.3.1 Each Lien recorded against the Property and specifically authorized by this Agreement as a Permitted Transfer;

7.6.3.2 Any leases, declarations of covenants, conditions and restrictions, easement agreements or other recorded documents or interests applicable to the Property and specifically authorized by this Agreement as a Permitted Transfer.

7.6.4 Upon the City’s exercise of its power of termination pursuant to this Section 7.6, the Developer or its successors or assigns shall convey by grant deed to the City title to the Property, as specified in the City’s notice pursuant to Section 7.6.1, and all improvements thereon, in accordance with Civil Code Section 1109, as such code section may hereafter be amended, renumbered, replaced or substituted. Such conveyance shall be duly acknowledged by the Developer and a notary in a manner suitable for recordation. The City may enforce its rights pursuant to this Section 7.6 by means of an injunctive relief or forfeiture of title action filed in any court of competent jurisdiction.

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48 7.6.5 Upon the revesting in the City of title to the Property, whether by grant deed or court decree, the City shall exercise its reasonable good faith efforts to resell the Property at its then fair market value, as soon and in such manner as the City shall, in its sole discretion, find feasible and consistent with the objectives of the City’s General Plan, to a qualified and responsible person or persons (as reasonably determined by the City) who will assume the Developer’s obligations to begin and/or complete and/or operate that portion of the Project located on the Property, or such other replacement development acceptable to the City, in its sole and absolute discretion. Upon any such resale of the Property (or any portion thereof), the proceeds to the City from such sale shall be applied as follows:

7.6.5.1 First, to pay any and all amounts required to release/reconvey any Lien recorded against all or any portion of the Property; and

7.6.5.2 Second, to reimburse the City on its own behalf or on behalf of the City for all actual internal and third-party costs and expenses previously or currently incurred by the City related to the Property, the Project, or this Agreement, including, but not limited to, customary and reasonable fees or salaries to third-party personnel engaged in such actions, in connection with the recapture, management and resale of the Property or any part thereof; all taxes, assessments and utility charges paid by the City with respect to the Property or portion thereof; any payment made or necessary to be made to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations incurred by the Developer with respect to the acquisition of the Property or the construction of the Project; and amounts otherwise owing to the City by the Developer or its successors or assigns pursuant to the terms of this Agreement; and

7.6.5.3 Third, to the extent that any proceeds from such resale are, thereafter, available, taking into account any prior encumbrances with a claim thereto, to reimburse the Developer, or its successors in interest to the equal to the sum of: (1) the Purchase Price; and (2) the third-party costs actually incurred and paid by the Developer regarding the development of the Project located on the Property, including, but not limited to, pro rata costs of carry, taxes, and other items as set forth in a cost certification to be made by the Developer to the City prior to any such reimbursement, which certification shall be subject to the City’s reasonable approval; provided, however, that the Developer shall not be entitled to reimbursement for any expenses to the extent that such expenses relate to any loans, Liens or other encumbrances that are paid by the City pursuant to the provisions of sub-sections 7.6.5.1 or 7.6.5.2 above.

7.6.5.4 Any portion of the proceeds from the resale of the Property remaining after the foregoing applications shall be retained by the City as their sole and exclusive property.

7.6.6 The City’s power to terminate per Section 7.6 ends upon issuance of a Certificate of Completion.

7.6.7 IMMEDIATELY FOLLOWING THE SIXTY (60) DAY PERIOD
SPECIFIED IN SECTION 7.6.1, ABOVE, AS MAYBE EXTENDED AS SET FIRTH THEREIN,

THE CITY, ITS EMPLOYEES AND AGENTS SHALL HAVE THE RIGHT TO REENTER

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49 AND TAKE POSSESSION OF THE PROPERTY AND ANY IMPROVEMENTS THEREON, WITHOUT FURTHER NOTICE OR COMPENSATION TO THE DEVELOPER.

DEVELOPER’S INITIALS ____________

7.6.8 THE DEVELOPER ACKNOWLEDGES AND AGREES THAT THE
CITY’S EXERCISE OF ITS POWER OF TERMINATION AND RIGHT OF REENTRY PURSUANT TO THIS SECTION 7.6 MAY WORK A FORFEITURE OF THE ESTATE IN THE

DEFAULTED PORTION OF THE PROPERTY CONVEYED TO THE DEVELOPER THROUGH THE GRANT DEED. THE DEVELOPER ACKNOWLEDGES THAT THE TERMS

AND CONDITIONS OF THIS AGREEMENT REFLECT THE POSSIBILITY OF FORFEITURE BY VIRTUE OF THE EXERCISE OF THE CITY’S POWER OF TERMINATION PROVIDED IN THIS SECTION 7.6
DEVELOPER’S INITIALS ____________

ARTICLE VIII

8.1 Developer Indemnification of the City. In addition to any other specific indemnification or defense obligations of the developer set forth in this agreement, the Developer agrees to indemnify, defend (upon written request by the city and with counsel reasonably acceptable to the city and hold harmless the Indemnified Parties, from any and all losses, liabilities, charges, damages, claims, liens, causes of action, awards, judgments, costs and expenses, including, but not limited to reasonable attorney’s fees of counsel retained by the indemnified parties, expert fees, costs of staff time, and investigation costs, of whatever kind or nature, that are in any manner directly or indirectly caused, occasioned or contributed to in whole or in part, through any omission, fault or active negligence, of the Developer or the Developer’s officers, agents, employees, independent contractors or subcontractors of any tier, relating in any manner to this agreement, any work to be performed by the developer related to this agreement, the property, or the project, or any authority or obligation exercised or undertaken by the Developer under this agreement. Without limiting the generality of the foregoing, the Developer’s obligation to indemnify the indemnified parties shall include injury or death to any person or persons, damage to any property, regardless of where located, including the property of the Indemnified Parties, claim or suit or any other matter arising from or connected with any goods or materials provided or services or labor performed regarding the project or the property on behalf of the developer by any person or entity. The indemnity obligations in this paragraph shall not extend to losses, liabilities, charges, damages, claims, liens, causes of action, awards, judgments, costs and expenses, including, but not limited to reasonable attorney’s fees of counsel retained by the indemnified parties, expert fees, costs of staff time, and investigation costs, which are caused by the sole negligence or willful misconduct of the city or its agents. Nothing in this paragraph supersedes express indemnity obligations agreed to elsewhere by the city.

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50 ARTICLE IX GENERAL PROVISIONS.

9.1 Incorporation of Recitals. The Recitals of fact set forth preceding this Agreement are true and correct and are incorporated into this Agreement in their entirety by this reference.

9.2 Restrictions on Transfers.

9.2.1 The Developer acknowledges that the qualifications and identity of the Developer are of particular importance to the City. The Developer further recognizes and acknowledges that the City has relied and is relying on the specific qualifications and identity of the Developer in entering into this Agreement with the Developer and, as a consequence, Transfers are permitted only as expressly provided in this Agreement. The Developer shall promptly notify the City in writing of any and all changes whatsoever in the identity of the business entities or individuals either comprising or in control of the Developer, as well as any and all changes in the interest or the degree of control of the Developer by any such person, of which information the Developer or any of its partners, members or officers are notified or may otherwise have knowledge or information.

9.2.2 Except as expressly permitted in this Agreement, the Developer represents to the City that it has not made and agrees that it will not make or create, or suffer to be made or created, any Transfer other than a Permitted Transfer, either voluntarily, involuntarily or by operation of law, until after the recordation of a Certificate of Completion for the Project subject to the Transfer; provided, however, that the City may approve in its reasonable discretion, Transfers other than Permitted Transfers prior to the recordation of a Certificate of Completion. In deciding whether to approve or disapprove any proposed Transfer, the City may consider the proposed transferee’s financial strength and the experience of the proposed transferee and its senior management in undertaking and successfully completing projects of a similar type and size as the Project or that portion of the Project proposed to be transferred. The City may not consider the amount of money that the proposed transferee is paying or intends to pay to the Developer as consideration for such Transfer or condition approval of the Transfer on the sharing of any such payment made or to be made to the Developer with the City. In connection with a proposed Transfer, Developer shall submit to the City appropriate documentation, including but not limited to a form of Assignment and Assumption Agreement, for City’s review and written approval, which approval shall not be unreasonably delayed or denied. Any Transfer made in contravention of this Section 9.2 shall be voidable at the election of the City and this Agreement may be terminated by the City or the City may exercise any other remedy available to the City under the terms of this Agreement, provided, however, that (i) the City shall first notify the Developer in writing of its intention to terminate this Agreement or to exercise any other remedy, and (ii) the Developer shall have twenty (20) calendar days following its receipt of such written notice to commence and, thereafter, diligently and continuously proceed to cure the default of the Developer and submit evidence of the initiation and satisfactory completion of such cure to the City, in a form and substance reasonably satisfactory to the City.

9.2.3 The Developer shall provide the City no less than thirty (30) days prior written notice of any proposed Transfer which the Developer desires to enter into prior to the recordation of a Certificate of Completion for the Project subject to the Transfer, other than a Permitted Transfer for which no notice shall be required. The Developer shall have the burden of

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51 demonstrating to the City’s reasonable satisfaction that the proposed Transfer meets the conditions and requirements of this Agreement with respect to Permitted Transfers.

9.2.4 In connection with the City’s review of any request for approval of any proposed Transfer under Section 1.1.73 and this Section 9.2, or of any Lender or Loan under Section 6.3, the Developer agrees to reimburse the City for those third party costs and expenses incurred by the City in connection with its review of the Developer’s request for approval, including, without implied limitation, the reasonable fees and costs of those outside consultants and legal counsel retained by the City to assist it in its review of the Developer’s request, including the City Attorney.

9.2.5 Anything in this Agreement to the contrary notwithstanding, the restrictions and prohibitions on Transfers contained in this Section 9.2 shall terminate upon issuance of a Certificate of Completion for the Project.

9.3 Notices, Demands and Communications Between the Parties.

9.3.1 Any and all notices, demands or communications submitted by any Party to another Party pursuant to or as required by this Agreement shall be proper, if in writing and dispatched by messenger for immediate personal delivery, by a nationally recognized overnight courier service or by registered or certified United States Mail, postage prepaid, return receipt requested, to the principal office of the City or the Developer, as applicable, as designated in Section 9.3.2. Such written notices, demands or communications may be sent in the same manner to such other addresses as either Party may from time to time designate. Any such notice, demand or communication shall be deemed to be received by the addressee, regardless of whether or when any return receipt is received by the sender or the date set forth on such return receipt, on the day that it is delivered by personal delivery, on the date of delivery by a nationally recognized overnight courier service or three (3) calendar days after it is placed in the United States Mail, as provided in this Section 9.3.

9.3.2 The following are the authorized addresses for the submission of notices, demands or communications to the Parties:

TO DEVELOPER: Montebello Housing Development Corporation 1619 Paramount Boulevard,
Montebello, CA 90640
Att: Robert Monzon

COPY TO: TO BE ADDED

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52 TO CITY:

City of San Bernardino
290 N D Street,
San Bernardino, CA 92401
Attn.: City Manager
COPY TO: Sonia Carvalho
City Attorney
City of San Bernardino
18101 Von Karman Ave
Suite 1000
Irvine, CA 92612
Office: (949) 263-2600
Fax: (949) 260-0972

9.4 Conflict of Interest. No member, official or employee of the City, having any conflict of interest, direct or indirect, related to this Agreement, the Property, or the development or operation of the Project 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.

9.5 Warranty Against Payment of Consideration for Agreement. The Developer warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement. Third parties, for the purposes of this Section 9.5, shall not include persons to whom fees are paid for professional services, if rendered by attorneys, financial consultants, accountants, engineers, architects and the like when such fees are considered necessary by the Developer.

9.6 Non-liability of City, Officials and Employees. No member, official or employee of the City shall be personally liable to the Developer, or any successor in interest of the Developer, in the event of any default or breach by the City under this Agreement or for any amount that may become due to the Developer or to its successor, or on any obligations under the terms of this Agreement, except as may arise from the gross negligence or willful acts of such member, official or employee.

9.7 Unavoidable Delay; Extension of Time of Performance.

9.7.1 Subject to specific provisions of this Agreement, performance by any Party under this Agreement shall not be deemed, or considered to be, in default where any such default is due to an Unavoidable Delay, Unforeseen Circumstance, and/or other delay resulting in an extension of time pursuant to this Agreement that is not attributable to the fault of the Party claiming an extension of time to perform. An extension of time for any Unavoidable Delay, Unforeseen Circumstance, and/or other delay resulting in an extension of time pursuant to this Agreement shall be for the period of the Unavoidable Delay, Unforeseen Circumstance, and/or other delay resulting in an extension of time pursuant to this Agreement and shall commence to run from the date of occurrence of the Unavoidable Delay, Unforeseen Circumstance, and/or other delay resulting in an extension of time pursuant to this Agreement if the Party asserting the

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53 existence of the Unavoidable Delay, Unforeseen Circumstance, and/or other delay resulting in an extension of time pursuant to this Agreement, provides the other Parties with written notice of the occurrence of the Unavoidable Delay, Unforeseen Circumstance, and/or other delay resulting in an extension of time pursuant to this Agreement, within ten (10) days of the commencement, and/or that Parties knowledge of such asserted Unavoidable Delay, Unforeseen Circumstance, and/or other delay resulting in an extension of time pursuant to this Agreement. Otherwise, the extension of time for an Unavoidable Delay, Unforeseen Circumstance, and/or other delay resulting in an extension of time pursuant to this Agreement, shall commence on the date of receipt of written notice of the occurrence of the Unavoidable Delay, Unforeseen Circumstance, and/or other delay resulting in an extension of time pursuant to this Agreement, by the Parties not requesting an extension of time to perform due to such Unavoidable Delay, Unforeseen Circumstance, and/or other delay resulting in an extension of time pursuant to this Agreement.

9.7.2 The Parties expressly acknowledge and agree that changes in either general economic conditions or changes in the economic assumptions of either of them that may have provided a basis for entering into this Agreement and that occur at any time after the execution of this Agreement, do not constitute an Unavoidable Delay and do not provide any Party with grounds for asserting the existence of an Unavoidable Delay in the performance of any covenant or undertaking arising under this Agreement. Each Party expressly assumes the risk that changes in general economic conditions or changes in such economic assumptions relating to the terms and covenants of this Agreement could impose an inconvenience or hardship on the continued performance of such Party under this Agreement.

9.8 Inspection of Books and Records. The City shall have the right at all reasonable times, at the City’s cost and expense, to inspect the books and records of the Developer pertaining to the Property and/or the Project, to the extent relevant to the City’s obligations under this Agreement. The Developer shall also have the right at all reasonable times, at the Developer’s sole cost and expense, to inspect the books and records of the City pertaining to the Property and/or the Project, to the extent relevant to the Developer’s obligations under this Agreement. Nothing in this Section 9.8 or elsewhere in this Agreement shall, however, constitute a waiver or modification of any right or privilege which any Party may have with respect to any document, statement, or other record, including, without implied limitation, the attorney-client privilege, the attorney-work product privilege, any privilege arising under any state or federal evidentiary code or rule, or any privilege or exclusionary right arising under any state or federal freedom of information or public records disclosure law.

9.9 Real Estate Commissions. The City shall not be liable for any real estate commissions, brokerage fees or finder fees that may arise from or be related to this Agreement.

The Developer shall pay any fees or commissions or other expenses related to its retention or employment of real estate brokers, agents or other professionals.

9.10 Binding on Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and assigns.

9.11 Entire Agreement.

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54 9.11.1 This Agreement shall be executed in three (3) duplicate originals, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. This Agreement including all exhibits shall constitute the entire understanding and agreement of the Parties regarding the Property, the Project, and the other subjects addressed in this Agreement.

9.11.2 This Agreement integrates all of the terms and conditions mentioned in this Agreement or incidental to this Agreement, and supersedes all negotiations or previous agreements between the Parties with respect to the Property, the Project, and the other subjects addressed in this Agreement.

9.11.3 None of the terms, covenants, agreements or conditions set forth in this Agreement shall be deemed to be merged with any deed conveying title to the Property and this Agreement shall continue in full force and effect before and after such conveyances.

9.11.4 All waivers of the provisions of this Agreement and all amendments to this Agreement must be in writing and signed by the authorized representative(s) of all Parties.

9.12 Execution of this Agreement. Following execution of three (3) originals of this Agreement by the authorized representative(s) of the Developer and prompt delivery of such originals, thereafter, to the City, accompanied by an official action of the governing body of the Developer authorizing the individuals executing this Agreement on behalf of the Developer to execute and perform this Agreement, in form and substance acceptable to the City, this Agreement shall be subject to the review and approval by the City Council, in their sole and absolute discretion, no later than forty-five (45) calendar days after such date of delivery to the City. If the City have not approved, executed, and delivered an original of this Agreement to the Developer within the foregoing time period, then no provision of this Agreement shall be of any force or effect for any purpose.

9.13 Survival of Indemnity Obligations. All general and specific indemnity and defense obligations of the Parties set forth in this Agreement shall survive the expiration or termination of this Agreement, the execution or recordation of the Grant Deed, and/or the issuance and recordation of any Certificate of Completion, all subject to any express limitations set forth elsewhere in the Agreement.

9.14 Time Declared to be of the Essence. As to the performance of any obligation hereunder as to which time is a component thereof, the performance of such obligation within the time provided is of the essence.
[Signatures on Following Pages]

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55 SIGNATURE PAGE
TO

DISPOSITION AND DEVELOPMENT AGREEMENT
CITY:

THE CITY OF SAN BERNARDINO
a California municipal corporation
By: ___________________
City Manager
Dated:_________________, 2026
By:

ATTEST:
____________________________
City Clerk

APPROVED AS TO LEGAL FORM:

BEST BEST & KRIEGER LLP
By: _______________________
City Attorney

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56 SIGNATURE PAGE
TO

DISPOSITION AND DEVELOPMENT AGREEMENT

DEVELOPER:

MONTEBELLO HOUSING

DEVELOPMENT CORPORATION,
a California noprofit corporation
By: ___________________
[TITLE]
Dated:_________________, 2026__
By:

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EXHIBIT A

EXHIBIT A
TO

DISPOSITION AND DEVELOPMENT AGREEMENT
(1715 North Arrowhead Avenue )
Legal Description of the Property

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EXHIBIT B

EXHIBIT B
TO

DISPOSITION AND DEVELOPMENT AGREEMENT
(1715 North Arrowhead Avenue)

Property Site Plan

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EXHIBIT D

EXHIBIT C
TO

DISPOSITION AND DEVELOPMENT AGREEMENT
(1715 North Arrowhead Avenue )

Scope of Development

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EXHIBIT D

EXHIBIT D
TO

DISPOSITION AND DEVELOPMENT AGREEMENT
Schedule of Performance

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EXHIBIT E

TO DISPOSITION AND DEVELOPMENT AGREEMENT
(1715 North Arrowhead Avenue)

Form of Grant Deed

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EXHIBIT E

IN WITNESS WHEREOF, the Grantor has caused this Grant Deed to be executed by its authorized representative(s) on this ____ day of _____________, 2025.

GRANTOR:

THE CITY OF SAN BERNARDINO
a California municipal corporation
By: ___________________________
City Manager
[ALL SIGNATURES MUST BE NOTARY ACKNOWLEDGED]

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EXHIBIT E

EXHIBIT A
TO

GRANT DEED
Property Legal Description

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EXHIBIT E

CERTIFICATE OF ACCEPTANCE OF

GRANT DEED

[ALL SIGNATURES MUST BE NOTARY ACKNOWLEDGED]

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EXHIBIT F

EXHIBIT F
TO

DISPOSITION AND DEVELOPMENT AGREEMENT
(1715 North Arrowhead Avenue)

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EXHIBIT F

EXHIBIT A
TO

NOTICE OF AGREEMENT
Legal Description of Property

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EXHIBIT G

EXHIBIT G
TO

DISPOSITION AND DEVELOPMENT AGREEMENT
(1715 North Arrowhead Avenue)
Form of Official Action of Developer

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EXHIBIT H
TO

DISPOSITION AND DEVELOPMENT AGREEMENT
(1715 North Arrowhead Avenue)
Form of Certificate of Completion

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EXHIBIT A
TO

CERTIFICATE OF COMPLETION

Legal Description of the Property

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STATE OF CALIFORNIA )
ss)

COUNTY OF SAN BERNARDINO)
On ________________, before me, , Notary Public, personally appeared , personally known to me to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.
_____________________________
Notary Public

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EXHIBIT I
TO

DISPOSITION AND DEVELOPMENT AGREEMENT
Form of Regulatory Agreement
[Attached Behind This Page]

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Mayor and City CouncilApril 1, 2026

Mayor and City Council
April 1, 2026