Mayor and City Council
August 19, 2026

Notice Inviting Proposals
Introduction and Background
Who We Are
Market Profile
Surrounding Businesses
Commercial Development Opportunity
Regulatory & Disposition Compliance
Prevailing Wage & Contractor Registration
Request for Proposal
Scope of Proposal
Submittal Criteria & Evaluation
Protests
Submittal Requirements / Proposed Schedule
General Conditions
Checklist
Exhibit A - Scope of Development
Exhibit B - Exclusive Right to Negotiate Agreement

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PUBLIC NOTICE IS HEREBY GIVEN that proposals will be received by the City of San Bernardino (“City”) electronically through the City’s online bid management provider (“PlanetBids”) before 3:00 PM, Thursday, October 9, 2026. Proposals may NOT be submitted by fax, email, telephone, mail, hand delivery, or other means; any proposals received through any means other than PlanetBids will be returned to the proposer unopened.

The City is requesting proposals from qualified developers and interested parties for:

The acquisition and development of a 17.61-acre City-owned commercial property located at the northeast corner of Highland Avenue and Arden Avenue in San Bernardino.

The award of this contract is subject to available budget adequate to carry out the provisions of the proposed agreement including the identified scope of work. The City reserves the right to reject any or all proposals determined not to be in the best interest of the City.

Certain labor categories under this project may be subject to prevailing wages as identified in the State of California Labor Code commencing at sections 1720 et seq. and 1770 et seq. If applicable, employees working in these categories at the site must be paid not less than the basic hourly rates of pay and fringe benefits established by the California Department of Industrial Relations. Copies of the State of California wage schedules are available for review at www.dir.ca.gov/dlsr/.

In addition, a copy of the prevailing rate of per diem wages will be made available at the City’s Economic Development Department upon request. The successful proposer shall post a copy of the prevailing wage rates at each job site. It shall be mandatory upon the proposer to whom the contract is awarded, and upon any subcontractors, to comply with all Labor Code provisions, which include but are not limited to the payment of not less than the said specified prevailing wage rates to all workers employed by them in the execution of the contract, employment of apprentices, hours of labor, and debarment of contractors and subcontractors.

RFP F-25-1038 Arden Guthrie
Commercial Development Opportunity

NOTICE INVITING PROPOSALS

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If the total compensation under the contract will exceed $25,000 and pursuant to Labor Code sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations (“DIR”). No bid shall be accepted, nor any contract entered into without proof of the contractor’s and subcontractors’ current registration with the DIR to perform public work. If awarded a contract, the proposer and its subcontractors, of any tier, shall maintain active registration with the DIR for the duration of the project. The contract awarded pursuant to this proposal may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations.

Interested proposers may download copies of the Request for Proposals (“RFP”) by visiting the City’s website, www.SanBernardino.gov. All addenda will be published on the City’s website and through PlanetBids.

For more information regarding the RFP, please contact:

City of San Bernardino, Purchasing Division
[email protected]
[END OF NOTICE]
RFP F-25-1038 Arden Guthrie
Commercial Development Opportunity

NOTICE INVITING PROPOSALS

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The City of San Bernardino Economic Development Department invites visionary developers and qualified partners to submit proposals for the transformative development of the 17.61- acre Arden-Guthrie site. Strategically located within a key commercial corridor, the site is bounded by Highland Avenue, 20th Street, Arden Avenue, and Guthrie Street, positioned just south of the I-210 Freeway. This highly visible gateway location offers a unique opportunity to create a landmark project that will strengthen both the local economy and community vibrancy.

The property consists of multiple parcels zoned Commercial General-1 (CG-1), allowing for a wide range of high-quality commercial uses, including retail, grocery, restaurants, office, daycare, lodging, and entertainment. This flexibility, paired with the site’s prime location, makes it ideally suited for innovative development that meets the needs of San Bernardino residents while attracting regional visitors. The potential for direct freeway access further enhances the site’s marketability and visibility, making it a rare and compelling investment opportunity.

As the largest city in San Bernardino County and a growing regional economic hub with a population of over 220,000, San Bernardino is primed for bold new investment. The City’s commitment to revitalization, coupled with its unmatched connectivity—just 60 miles from Los Angeles and at the crossroads of major transportation corridors—positions the Arden Guthrie site as a strategic gateway for transformative commercial development. This project represents not just a chance to build, but to help shape the future of commerce and community in San Bernardino.

On Highland and Arden,
South of I-210

INTRODUCTION AND BACKGROUND

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San Bernardino is renowned for its strategic accessibility and role as a premier logistics hub in Southern California. With direct connections to two international sea ports, a major BNSF rail corridor linking to the ports, immediate access to the I-215, I-10, I-15, and SR-210 freeways, historic Route 66, a regional train station, a growing light rail system, and a central bus depot, the city offers unparalleled connectivity for goods, services, and people.

In addition to its logistical advantages, San Bernardino boasts a thriving cultural scene, making it an attractive destination for professionals, families, and entrepreneurs seeking a dynamic yet balanced lifestyle. The City also leads in sustainability and smart growth, with a commitment to ensuring that new developments align with long-term environmental and economic priorities. $6.7B
2024 Total Sales
220,800
Total Population
90,194
Total Employees
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Now is the time to invest in the future of San Bernardino With strong market fundamentals, exceptional freeway visibility, and direct access to major transportation corridors, Arden Guthrie is poised to become San Bernardino’s next premier commercial retail destination.

This high-profile site offers an unmatched opportunity to develop a vibrant retail hub —welcoming national brands, essential services, dining, and entertainment that serve both local residents and regional consumers.

The City of San Bernardino is actively seeking innovative retail partners ready to bring energy and economic vitality to the heart of the city. With leadership committed to collaboration and a community eager for new amenities, this is more than a development opportunity—it’s your chance to anchor the commercial future of a growing city on the rise.

Let’s build something extraordinary.

Let’s shape what’s next.

Invest San Bernardino.

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WhoWe Are

13.6%

8.9%

8.4%

11.2%
San Bernardino is home to California State University San Bernardino, San Bernardino Valley College, and several other private industry specific higher learning institutions fueled by a highly skilled and diverse workforce that supports a dynamic economy. The City is a magnet for industries ranging from technology and healthcare to food and beverage and distribution, positioning it as an ideal location for commercial and mixed-use developments.

Retail Trade
Accommodations & Food
Professional/Scientific/Tech
Healthcare
6,847 Businesses
Top Industries by Employment

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WHO WE ARE
Market Profile
5 Miles 15 Miles 20 Miles
0 20 40 60 80 100
15k - 34.9k
35k - 74.9K
75K - 149K
150K +
20 Miles

58.1%
15 Miles

34.6%
5 Miles

7.3%
5 Miles 15 Miles 20 Miles
0 200000
400000
600000
800000
1000000
1200000
1400000
Workers
Residents
2024 Daytime Population
59,753 336,121 534,790 107,371 468,956 755,116
2024 Households by Income
2024 Labor Force 2024 Employed By Industry
17%
0 20 40 60 80 100 120 140
Agriculture
Construction
Manufacturing
Wholesale Trade
Retail Trade
Transportation
Information
Finance/Real Estate
Services
Public Admin.
13% 12% 29% 26% 25% 30% 34% 35% 13% 20% 22% Page 09
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Within 1 Mile Adjacent Shopping Center 2024 Visits
Sterling Plaza / 2045 E. Highland Ave, San Bernardino, CA 92404 | Based on visits to Property | Apr 1st 2024 to Mar 31st 2025 | To protect individual privacy, the beginning points shown for each route are approximations and do not represent actual home locations.

Data provided by Placer Labs Inc. (www.placer.ai)
Surrounding Businesses

WHO WE ARE

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Yaamava’ Resort & Casino
15,100 Daily Average Traffic Counts 25,200 Daily Average Traffic Counts Arden Guthrie Shopping Center
Yaamava Resort & Casino
Monday
Tuesday
Wednesday
Thursday
Friday
Saturday
Sunday
0 200000
400000
600000
800000
1000000
1200000
California
3,569
Nationwide
38,229
#1
Traffic Counts - Casino Arteries
Yaamava’ Resort & Casino, located less than 2 miles from the Arden Guthrie Shopping Center, is Southern California’s largest casino and a major regional draw with over 7,000 slot machines, a luxury hotel, and a 3,000-seat entertainment venue. Its proximity brings consistent visitor traffic and spending to the area – making it a strategic advantage for retailers and restaurants looking to capitalize on a high-volume, yearround destination.

Ranking Overview
Daily Visits | April 1, 2024 - Mar 31,2025 Data provided by Placer Labs Inc. (www.placer.ai)#3

WHO WE ARE

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San Bernardino Soccer Complex
91K-115K Daily
Average Traffic
Counts
5k-20k Daily
Average Traffic
Counts
Arden Guthrie
Shopping
Center
San Bernardino
Soccer Complex
Traffic Counts - Soccer Complex Artery
The San Bernardino Soccer Complex (SBSC) is a premier 47-acre facility featuring 17 full-size FIFA standard fields, including four with lighting for night play. Strategically situated at the crossroads of the I-215 and I210 freeways, the complex is easily accessible and serves as a hub for regional, national, and international soccer tournaments, youth and adult leagues, and training programs. With over 750,000 visitors annually, SBSC significantly contributes to the area’s foot traffic and economic activity, making it a valuable asset for businesses considering development in the vicinity.

Data provided by Placer Labs Inc. (www.placer.ai) 17 FIFA-Sized Fields
47 Acres
Over 750
Parking Spaces
Full Concessions
& Covered Picnic Area
Over 750,000
Annual Visitors

WHO WE ARE

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The City of San Bernardino (“City”) Economic Development Department invites visionary developers and qualified parties (“Respondents”) to submit their qualifications and proposals for the acquisition and transformative development of a 17.61-acre vacant commercial site known as Arden Guthrie. The Site is located on Highland Avenue and is surrounded by 20 Street on the south, Arden Avenue on the east, Guthrie Street on the south and south of the I-210 freeway.
th
Respondents must submit proposals in accordance with the requirements outlined in this RFP.

The City will review all proposals based on the Selection Process & Criteria provided below. If the City reaches an agreement with a Respondent, the terms and legal considerations will be formalized in a Disposition and Development Agreement (DDA).

If selected, the Respondent will be required to:
• Enter into an Exclusive Negotiation Agreement (ENA) with the City, which will outline the timeline and process for negotiating the Disposition and Development Agreement (DDA). • Commence entitlement and environmental review for the development, including payment of all applicable fees.
• Meet pre-sale conditions in the DDA, such as securing permits, financing, and approvals.

COMMERCIAL DEVELOPMENT

OPPORTUNITY

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REGULATORY &

DISPOSITION COMPLAINCE
Compliance with the Surplus Land Act
In accordance with the Surplus Land Act (Cal. Gov’t Code §§ 54220 et seq.), the City Council of San Bernardino declared the Arden Guthrie site as non-exempt surplus land through Resolution No. 2022-234 on November 17, 2022. The California Department of Housing and Community Development (HCD) reviewed the action and issued a Letter of Determination, thereby authorizing the City to proceed with the property disposition.

Compliance with the Redevelopment Dissolution Act
As a former Redevelopment Agency asset, the disposition of the site must also comply with the Redevelopment Dissolution Act. This requires approval of the Purchase and Sale Agreement (PSA) by the following three entities, in sequential order:

Each review stage has its own statutory timeline. Successor Agency review may take up to four weeks, CWOB review may require 8 to 12 weeks, and the DOF review is subject to a maximum duration of 100 days. Final disposition cannot proceed without all three approvals.

Proposers should be aware that any agreement resulting from this solicitation will be expressly contingent upon successful completion of the compliance steps above. The City cannot guarantee a fixed timeline for these external approvals.

Therefore, proposers are advised to incorporate appropriate assumptions for processing time into their proposed project schedules, phasing strategies, and transaction timelines. The City will make best efforts to support the review process but will not be liable for delays resulting from external agency action or review requirements.

The Successor Agency Board of the City of San Bernardino 4 Weeks The San Bernardino Countywide Oversight Board (CWOB) 8 - 12 Weeks The California Department of Finance (DOF) 100 Days

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PREVAILING WAGE &

CONTRACTOR REGISTRATION
Public Works Prevailing Wage and Contractor Registration (if applicable) Certain labor categories under this project may be subject to prevailing wages as identified in the State of California Labor Code commencing at sections 1720 et seq. and 1770 et seq. If applicable, employees working in these categories at the site must be paid not less than the basic hourly rates of pay and fringe benefits established by the California Department of Industrial Relations. Copies of the State of California wage schedules are available for review at www.dir.ca.gov/dlsr/. In addition, a copy of the prevailing rate of per diem wages will be made available at the City’s Economic Development Department upon request. It shall be mandatory upon the Bidder to whom the Contract is awarded, and upon any subcontractors, to comply with all applicable Labor Code provisions, which may include but are not limited to the payment of not less than the said specified prevailing wage rates to all workers employed by them in the execution of the Contract, employment of apprentices, hours of labor and debarment of contractors and subcontractors. If applicable, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the Department of Industrial Relations (“DIR”).

If applicable, no bid shall be accepted, nor any contract entered into without proof of the contractor’s and subcontractors’ current registration with the DIR to perform public work.

If applicable and if awarded a contract, the bidder and its subcontractors, of any tier, shall maintain active registration with the DIR for the duration of the project. The contract awarded pursuant to this proposal may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations.

Interested proposers may download copies of the Request for Proposals (“RFP”) by visiting the City’s web site, www.SanBernardino.gov. All documents will be published on the City’s website.

For more information regarding the RFP, please contact:

City of San Bernardino, Purchasing Division
[email protected]
PaPgaege01105
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A. Scope of Proposal
The project framework, expectations, and development parameters sought under this Request for Proposals (“RFP”) are outlined in Exhibit “A,” attached hereto and incorporated herein by this reference. While Exhibit A provides a general outline of the City’s desired outcomes for the Site, the final scope of the negotiated development between the City and the successful Proposer shall be formalized through the Exclusive Negotiation Agreement (“ENA”) and ultimately the Disposition and Development Agreement (“DDA”).

A template ENA is attached hereto as Exhibit “B” and incorporated herein by this reference.

Execution of the ENA will initiate a structured negotiation period during which the selected Proposer will collaborate with the City to:

Refine and detail the proposed development concept;
Undertake project due diligence, including environmental, title, and entitlement matters; Submit detailed plans, pro forma financials, and design documentation; Secure financing commitments;
Satisfy all applicable legal and regulatory conditions; and Negotiate the final terms and conditions of the DDA, which shall govern the purchase and development of the Site.

The Proposer shall be responsible for all entitlement work, environmental review, permitting, and associated costs. The DDA will specify performance milestones, pre-sale conditions, remedies, and the definitive terms of the disposition
B. City Contact for this RFP
The principal contact for the City regarding this RFP will be Michelle Parra, Buyer for the Purchasing Division, [email protected] or a designated representative, who will coordinate the assistance to be provided by the City to the Proposer.

C. Requests for Clarification
All questions, requests for interpretations or clarifications, either administrative or technical must be requested in writing and directed to the City Contact for this RFP, identified above. All written questions, if answered, will be issued to all prospective proposers via e-mail notification from Planetbids.

REQUEST FOR PROPOSAL

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Oral statements regarding this RFP by any persons should be considered unverified information unless confirmed in writing. To ensure a response, questions must be submitted to Planetbids before 3:00 pm local time on the date identified in the Proposal Schedule. Each Proposer is responsible for ensuring that it has received all addenda, clarifications, supplemental information and responses to questions prior to submitting a proposal.

D. Pre-Proposal Meeting
Each Proposer is requested to attend a non-mandatory pre-proposal meeting to be held on September 11, 2025, from 1 PM to 2 PM on Zoom. Failure to attend this meeting will not preclude a Proposer from submitting a proposal. Attendance at the pre-proposal meeting will ensure the Proposer understands goals of the City regarding a potential development of the Property.

E. Content and Format of Proposal
Proposals shall be concise, well organized and demonstrate qualifications and applicable experience. Proposals shall include one (1) electronic proposal submitted to Planetbids.

Proposals shall be organized, tabbed, and numbered in the order presented below. Proposals must include page numbers for all pages in the proposal.

Proposals shall be in the following order and shall include:

1. Executive Summary: Summarize the content of your proposal in a clear and concise manner.

2. Table of Contents

3. Identification of Proposer
Legal name and address of the company.

Legal form of company (partnership, corporation).

If company is a wholly owned subsidiary of a “parent company,” identify the “parent company.”
Name, title, address and telephone number of the proposed representative to contact concerning the Proposal Submittal.

California Business License Number

REQUEST FOR PROPOSAL

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4. Staffing Resources
Firm Staffing and Key Personnel
(i) Provide the number of staff to be assigned to perform the development and the names/discipline/job title of each as well as your firm’s capacity to provide additional personnel as needed.
(ii) identify three (3) persons that shall be principally responsible for working with the City. Indicate the role and responsibility of each individual. If the Proposer is chosen as a finalist, these principal individuals must attend the interview and in-person presentation.

5. Fiscal Stability:

The Proposer should provide evidence of corporate stability including:
(i) A current report from any commercial credit rating service such as Dunn and Bradstreet or Experian; or
(ii) A letter from a financial institution stating a current line of credit; and (iii) Latest audited financial statement and/or annual report that has been certified by a CPA. This information will remain confidential and is not subject to public disclosure.

6. Experience and Technical Competence:

Experience
(i) The Proposer shall provide a description of how the Proposer’s experience, technical and professional skills will meet the goals and fulfill the general functions identified in this RFP.
(ii) Describe the past experience of the staff to be assigned to perform the development in carrying out similar projects.
(iii) The Proposer shall state the number of years the firm has conducted business.

Proposer must have at least four (4) years’ experience in carrying out development projects.
(iv) Provide three (3) references regarding the Proposer’s experience and performance performing similar services. Include the following information: (1) Organization/City, contact name, phone number, e-mail address; and (2) project size and description, if applicable, and description of services.
(v) Describe the Proposer’s local experience and knowledge of City.

REQUEST FOR PROPOSAL

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6. Experience and Technical Competence (Cont.):

Project Specific Experience
(i) The Proposer shall provide a description of the three most relevant development contracts held within the last five years, one page per project, to include:

Role of the firm
Dollar value of the developments
Dollar value of the fee
Description of development
Staffing
Duration of construction of the development
Relationship to client
Contact name, position, entity name, telephone number, fax number and e-mail address for each project.
(ii) If any of the following has occurred, please describe in detail:
(a) Failure to enter into a contract or once selected.
(b) Withdrawal of a proposal as a result of an error.
(c) Termination or failure to complete a contract.
(d) Debarment by any municipal, county, state, federal or local agency. (e) Involvement in litigation, arbitration or mediation. Conviction of the firm or its principals for violating a state or federal antitrust law by bid or proposal rigging, collusion, or restrictive competition between bidders or proposers, or conviction of violating any other federal or state law related to bidding or professional services performance. Knowing concealment of any deficiency in the performance of a prior contract.
(f) Falsification of information or submission of deceptive or fraudulent statements in connection with a contract.
(g) Willful disregard for applicable rules, laws or regulations.

Information regarding any of the above may, at the sole discretion of the City, be deemed to indicate an unsatisfactory record of performance.

Technical Competence
(i) Description of in-house resources (i.e., computer capabilities, software applications, modem protocol, modeling programs, etc.)
(ii) Ability to draw upon multi-disciplinary staff to carry out the development requested in this RFP.

REQUEST FOR PROPOSAL

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7. Proposed Method to Accomplish the Work:

Describe the technical and management approach to providing the Services to the City. Proposer should take into account the scope of the Services, goals of the City, and general functions required.

Include a draft first year schedule of tasks, milestones, and deliverables that will provide for timely provision of the Services. In reviewing the scope of Services and goals described in Exhibit “A”, the Proposer may identify additional necessary tasks and is invited to bring these to the City’s attention within the discussion of its proposed method to accomplish the work.

8. Financial Proposal: Please provide a financial proposal for the development. The financial proposal should include a preliminary financial plan for the proposed development, a project proforma and a project schedule.

9. Insurance: See page 0021 for a description of the insurance submittal requirement.

10. Litigation: Provide litigation history for any claims filed by your firm or against your firm related to the provision of Services in the last five (5) years.

11. Other Information: This section shall contain all other pertinent information regarding the following:

Demonstration of record of staffing tasks efficiently and completing projects on time and within the allocated budget.

Description of community involvement.

Description of any previous involvement with the City.

A statement that the Proposer has not conflicts of interest in connection with providing the Services.

12. Certification of Proposal: This section shall state:
“The undersigned hereby submits its proposal and, by doing so, agrees to furnish services to the City in accordance with the Request for Proposal (RFP), and to be bound by the terms and conditions of the RFP.”

13. Appendices

14. No Deviations from the RFP
In submitting a proposal in response to this RFP, Proposer is certifying that it takes no exceptions to this RFP including, but not limited to, the Agreement. If any exceptions are taken, such exceptions must be clearly noted in the proposal and may be reason for rejection of the proposal.

REQUEST FOR PROPOSAL

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F. Selection Process

1. The City will evaluate proposals based on the following criteria:

CRITERIA
a. The Proposer is properly licensed to
practice in the State of California.
(Pass/Fail)
b. The Proposer has no conflict of interest
with regard to any other work performed
by the firm for the City. (Pass/Fail)
c. Clarity and conformance of proposal to
the RFP.
d. Development Concept and Vision
e. Proposer’s experience and
performance.
f. Team members’ experience and
performance.
g. Financial Capacity and Feasibility.
h. Comments by references.
j. History of litigation within the past 5
years. (Pass/Fail)
WEIGHT %
Fail results in Bid Disqualification
Fail results in Bid Disqualification
10%
25%
20%
15%
25%
5%
Fail results in Bid Disqualification
NOTE: A ‘fail’ designation in any Pass/Fail criterion will result in disqualification of the proposal.

REQUEST FOR PROPOSAL:

SUBMITTAL CRITERIA & EVALUATION

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G. Protests

1. Protest Contents: Protests based on the content of the RFP shall be submitted to the City no later than ten (10) calendar days prior to the scheduled proposal submittal deadline. If necessary, the proposal submittal deadline may be extended pending a resolution of the protest. Proposer may protest a contract award if the Proposer believes that the award was inconsistent with City policy or this RFP is not in compliance with law. A protest must be filed in writing with the City (email is not acceptable) within five (5) business days after receipt of notification of the contract award. Any protest submitted after 5 p.m. of the fifth business day after notification of the contract award will be rejected by the City as invalid and the Proposer’s failure to timely file a protest shall waive the Proposer’s right to protest the contract award. The Proposer’s protest must include supporting documentation, legal authorities in support of the grounds for the protest and the name, address and telephone number of the person representing the Proposer for purposes of the protest. Any matters not set forth in the protest shall be deemed waived.

Action by the City relative to the protest will be final and not subject to appeal or reconsideration.

The procedure and time limits set forth in this section are mandatory and are the Proposer’s sole and exclusive remedy in the event of protest. Failure to comply with these procedures shall constitute a waiver of any right to further pursue the protest, including filing a Government Code claim or legal proceedings.

2. City Review: The City will review and evaluate the basis of the protest, provided that the protest is filed in strict conformity with the foregoing. The City shall provide the Proposer submitting the protest with a written statement concurring with or denying the protest.

During the evaluation process, the City reserves the right, where it may serve the City's best interest, to request additional information or clarifications from Proposers, or to allow corrections of errors or omissions.

The City reserves the right to reject all proposals, select by proposal review only or interview as needed. Certain Proposers may be selected to make a brief presentation and oral interview after which a final selection will be made.

REQUEST FOR PROPOSAL:

PROTESTS

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H. Proposal Schedule
The tentative schedule is as follows:

2. City Review (Cont.): The successful Proposer will be selected on the basis of information provided in the RFP, in-person presentations, and the results of the City’s research and investigation. Upon selection of a Proposer, the City will endeavor to negotiate a mutually agreeable Agreement with the selected Proposer. In the event that the City is unable to reach agreement, the City will proceed, at its sole discretion, to negotiate with the next Proposer selected by the City. The City reserves the right to contract in the manner that most benefits the City including awarding more than one contract if desired.

After negotiating a proposed Agreement that is fair and reasonable, City staff will make the final recommendation to the City Council concerning the proposed Agreement.

REQUEST FOR PROPOSAL:

SUBMITTAL REQUIREMENTS

Action Date
Release of Request for Proposal Sept. 4, 2025
Pre-Proposal Meeting via Zoom 1:00 PM - 2:00 PM on September 11, 2025. Sept. 11, 2025 Last Day to Submit Questions for Clarification received by the City before 3:00 PM Sept. 16, 2025 Clarifications Issued by the City by the end of day Sept. 22, 2025 Deadline for Receipt of Proposals submitted before 3:00 PM Oct. 9, 2025 Evaluations of Proposals Completed Oct. 2025
Interview(s) of Finalist(s) Oct. - Nov. 2025
Vendor Selection Nov. 2025
City Council Approval Nov. 2025
Vendor Award (Agreement Through Docusign) Nov. 2025
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I. Submittal Requirements

1. General: It is strongly recommended that the Proposer submit proposals in the format identified in this RFP to allow the City to fully evaluate and compare the proposal. All requirements and questions in the RFP should be addressed and all requested data shall be supplied. The City reserves the right to request additional information which, in the City’s opinion, is necessary to assure that the Proposer’s competence, number of qualified employees, business organization, and financial resources are adequate to perform according to the Agreement.

2. Preparation: Proposals should be prepared in such a way as to provide a straightforward, concise delineation of capabilities to satisfy the requirements of this RFP. Responses should emphasize the Proposer’s demonstrated capability to perform the development. Expensive bindings and promotional materials, etc., are not necessary or desired.

However, technical literature that supports the approach to providing the Services and work plan should be forwarded as part of the proposal. Emphasis should be concentrated on completeness, approach to the work and clarity of proposal.

3. Site Examination: Proposers may visit the City and its physical facilities to determine the local conditions which may in any way affect the performance of the work; familiarize themselves with all federal, state and local laws, ordinances, rules, regulations, and codes affecting the performance of the work; make such investigations, as it may deem necessary for performance of the development. However, the Property will be sold on an “As-Is” basis and the City makes no warranties on the environmental or physical conditions of the Property.

4. Authorization: The proposal shall be signed by an individual, partner, officer or officers authorized to execute legal documents on behalf of the Proposer.

REQUEST FOR PROPOSAL:

SUBMITTAL REQUIREMENTS

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5. Confidentiality of Proposal: Pursuant to Michaelis, Montanari, & Johnson v. Superior Court (2006) 38 Cal.4th 1065, proposals submitted in response to this RFP shall be held confidential by City and shall not be subject to disclosure under the California Public Records Act (Cal.

Government Code section 6250 et seq.) until after either City and the successful Proposer have completed negotiations and entered into an Agreement or City has rejected all proposals.

All correspondence with the City including responses to this RFP shall become the exclusive property of the City and shall become public records under the California Public Records Act.

Furthermore, the City shall have no liability to the Proposer or other party as a result of any public disclosure of any proposal or the Agreement.

If a Proposer desires to exclude a portion of its proposal from disclosure under the California Public Records Act, the Proposer must mark it as such and state the specific provision in the California Public Records Act which provides the exemption as well as the factual basis for claiming the exemption.

For example, if a Proposer submits trade secret information, the Proposer must plainly mark the information as “Trade Secret” and refer to the appropriate section of the California Public Records Act which provides the exemption as well as the factual basis for claiming the exemption.

6. Submittal Instructions: Electronic PDF file format via Planetbids. Please allow time for system to process your proposal. The proposal must be received before 3:00pm local time, on or before October 9, 2025.

Although the California Public Records Act recognizes that certain confidential trade secret information may be protected from disclosure, the City may not be in a position to establish that the information that a Proposer submits is a trade secret. If a request is made for information marked “Confidential”, “Trade Secret” or “Proprietary” (“Proprietary Information”), the City will provide Proposers who submitted the information with reasonable notice to seek protection from disclosure by a court of competent jurisdiction.

REQUEST FOR PROPOSAL:

SUBMITTAL REQUIREMENTS

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REQUEST FOR PROPOSAL:

GENERAL CONDITIONS

6. Submittal Instructions (Cont.): Proposer shall have five (5) working days after receipt of such notice to give City written notice of Proposer's objection to the City's release of Proprietary Information. Proposer shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney's fees) arising out of a legal action brought to compel the release of Proprietary Information.

Proposals which indiscriminately identify all or most of the proposal as exempt from disclosure without justification may be deemed unresponsive and disqualified from further participation in this procurement.

The City shall not be responsible for proposals that are not received on time. The City will not be responsible for and will not accept late bids due to slow internet connections, or incomplete transmissions.

J. General Conditions

1. Federal Requirements: If a federal funding source is involved with the development of the Property, the successful Proposer and its subcontractors shall be required to take cognizance of and comply with all applicable Federal Laws.

2. Amendments to RFP: The City reserves the right to amend the RFP and issue to all Proposers an addendum.

3. Amendments to Proposals: Unless specifically requested by the City, no amendment, addendum or modification shall be accepted after a proposal has been submitted to City. If a change to a proposal that has been submitted is desired, the submitted proposal must be withdrawn and the replacement proposal submitted prior to the deadline stated herein for receiving proposals.

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4. Non-Responsive Proposals: A proposal may be considered non-responsive if conditional, incomplete, or if it contains alterations of form, additions not called for, or other irregularities that may constitute a material change to the proposal.

5. Costs for Preparing: The City shall not compensate any Proposer for the cost of preparing any proposal, and all materials submitted with a proposal shall become the property of the City.

The City will retain all proposals submitted and may use any idea in a proposal regardless of whether that proposal is selected.

6. Cancellation of RFP: City reserves the right to cancel this RFP at any time prior to contract award without obligation in any manner for proposal preparation, interview, fee negotiation or other marketing costs associated with this RFP.

7. No Commitment to Award: Issuance of this RFP and receipt of proposals does not commit the City to award a contract. City expressly reserves the right to postpone the proposal for its own convenience, to accept or reject any or all proposals received in response to this RFP, to negotiate with more than one Proposer concurrently, or to cancel all or part of this RFP.

8. Right to Negotiate and/or Reject Proposals: City reserves the right to negotiate any price or provision, task order or service, accept any part or all of any proposals, waive any irregularities, and to reject any and all, or parts of any and all proposals, whenever, in the sole opinion of City, such action shall serve its best interests and those of the tax-paying public. The City also reserves the right to reject any or all proposals determined to not be in the best interest of the City.

The Proposers are encouraged to submit their best prices in their proposals, and City intends to negotiate only with the Proposer(s) whose proposal most closely meets City’s requirements.

The Agreement, if any is awarded, shall go to the Proposer whose proposal best meets City’s requirements.

9. Non-Discrimination: The City does not discriminate on the basis of race, color, national origin, religion, age, ancestry, medical condition, disability or gender in consideration for an award of contract.

REQUEST FOR PROPOSAL:

GENERAL CONDITIONS

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Proposal Checklist
(as detailed starting on Page 20, Section E of the RFP) Technical Proposal
Executive Summary
Table of Contents
Identification of Proposer
Staff Resources (e.g., Assigned Personnel experience)
Experience and Technical Competence
Proposed Method to Accomplish the Work
Litigation History (if any)
Other information (pertinent to proposal)
Completion of other similar projects
Community Involvement (if any)
Prior projects, agreements, involvement with the City (if any) No Conflict-of-Interest Statement
Certification of Proposal
“The undersigned hereby submits its proposal and, by doing so, agrees to furnish services to the City in accordance with the Request for Proposal (RFP), and to be bound by the terms and conditions of the RFP.” Appendices
Statement of “No Deviations from RFP”
If proposer does not take any exceptions or deviations from the terms and conditions indicated in the agreement, then the proposer must indicate this information by making a statement within the proposal documents.

Fiscal Stability
Current report from any Commercial Credit Rating Service; Line of Credit; or
Financial Statement; and
CPA Audited Financial Statement
Certificate of Insurance
Submittal Instructions: Electronic PDF file format vis Planetbids by or on the date and time state in the RFP. Please allow time for system to process your proposal. The City shall not be responsible for proposals that are not received on time. The City will not be responsible for and will not accept late bids due to slow internet connection, or incomplete transmissions.

REQUEST FOR PROPOSAL:

CHECKLIST

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EXHIBIT A - SCOPE OF DEVELOPMENT
Overview
The City of San Bernardino (“City”) is seeking proposals from experienced and visionary development teams for the acquisition and catalytic development of the approximately 17.61- acre Arden Guthrie Site, located along Highland Avenue near key transportation corridors. This high-profile infill parcel represents a rare opportunity to deliver a transformative project that aligns with the City’s broader goals for economic development, urban revitalization, and placemaking.

Through this Request for Proposals (“RFP”), the City invites respondents to submit detailed conceptual proposals and team qualifications. The selected developer will enter into an Exclusive Negotiation Agreement (“ENA”) to define the project’s scope, address entitlement and infrastructure needs, conduct community engagement, and negotiate final deal terms for a Disposition and Development Agreement (“DDA”).

Project Goals

1.Drive Economic Growth: Catalyze private investment through the development of a highquality commercial project that creates jobs, expands the tax base, and activates underutilized land.

2.Enhance Community and Design: Incorporate thoughtful urban design, sustainability, and public realm amenities that foster connectivity, elevate the pedestrian experience, and establish a distinctive project identity.

3.Ensure Feasibility and Impact: Deliver a financially viable, phased development with a clear path to implementation, backed by demonstrated access to capital and positioned as a regional destination.

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EXHIBIT A - SCOPE OF DEVELOPMENT
Desired Development Outcome

1.Diverse Commercial Mix: Deliver a balanced program of retail, dining, service, and office uses that meet community and market needs.

2.Vibrant Placemaking: Create a cohesive site design along Highland Avenue with engaging architecture, landscaped pedestrian features, and inviting public spaces.

3.Functional & Adaptable Design: Incorporate efficient, well-integrated parking solutions and flexible site planning to ensure long-term usability and visual appeal.

Site Analysis and Feasibility
The Respondent shall perform comprehensive due diligence to determine the site’s development readiness and constraints. This includes title review, Phase I Environmental Site Assessment (ESA), geotechnical investigations, utility mapping, infrastructure capacity assessments, and market analysis. All findings must be shared with the City.

Conceptual Design Submittals
The Respondent shall prepare and submit a conceptual development plan, including site layout, proposed land uses, massing, circulation, and public improvements. Renderings or visual exhibits suitable for public display may also be required. Proposals should articulate how the concept aligns with the City’s zoning, General Plan, and urban design priorities.

Community Engagement
The Respondent may be asked to participate in public outreach sessions, presentations to City bodies, or stakeholder engagement efforts. The City values early input and encourages Respondents to demonstrate a strategy for community involvement during the predevelopment process.

Financial Planning and Team Capacity
A preliminary development pro forma shall be submitted, along with a sources and uses of funds table, financing strategy, and supporting documentation. The Respondent must demonstrate access to equity and debt capital, identify all key members of the development team, and describe each party’s experience and role.

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EXHIBIT A - SCOPE OF DEVELOPMENT
Entitlements and CEQA Readiness
The Respondent will be responsible for initiating all required entitlements, including any Site Plan Reviews and Entitlements as applicable. The project must comply with the California Environmental Quality Act (CEQA). While the City will act as Lead Agency, the Respondent must fund and initiate all required studies and applications.

Preliminary Schedule and Phasing Plan
The Respondent should propose a timeline with major milestones, including anticipated dates for entitlements, CEQA clearance, financing, and groundbreaking. If a phased development approach is proposed, the plan should clarify sequencing and logic.

Final Terms to Be Set in DDA
Upon satisfactory performance during the ENA period, the City and Respondent will negotiate a Disposition and Development Agreement (“DDA”), which shall memorialize:

Final project scope and land use program
Purchase price and terms of conveyance
Phasing and development schedule
Conditions precedent to closing (e.g., CEQA clearance, financing) Performance security, remedies, and reporting obligations Requirements for construction commencement and completion The DDA is subject to approval by the San Bernardino City Council, the Successor Agency, the Countywide Oversight Board, and the California Department of Finance as required under Redevelopment Dissolution Law. No property rights or site control will be conferred until the DDA is fully executed and all approvals obtained.

Cost Responsibility
All costs associated with due diligence, entitlement processing, CEQA review, architectural planning, legal counsel, and DDA negotiation are the sole responsibility of the selected Respondent. The City will coordinate internal reviews and act as the CEQA Lead Agency but will not provide direct funding or reimbursements during the ENA period.

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EXHIBIT B - EXCLUSIVE RIGHT TO

NEGOTIATE AGREEMENT

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55600.00802\40188838.5
1 CITY OF SAN BERNARDINO

EXCLUSIVE RIGHT TO NEGOTIATE AGREEMENT
(ARDEN GUTHRIE)
This EXCLUSIVE RIGHT TO NEGOTIATE AGREEMENT (ARDEN GUTHRIE) is dated as of __________, 2025 (this “Agreement”), and is entered into by and between the CITY OF SAN BERNARDINO, a California municipal corporation (the “City”) and XXX, a XXX company (“Developer”).

RECITALS
A. The City desires to encourage and effectuate the development of certain real property located within the area commonly referred to as the North Arden Guthrie Area of the City of San Bernardino and comprising approximately 17.43 acres, generally bounded by Highland Avenue, Arden Avenue, 20th Street and Guthrie Avenue that is depicted on the “Map” attached hereto as Exhibit “A” and is legally described on Exhibit “B” attached hereto (the “Property”); and B. The City is the fee owner of the Property; and
C. The Property is generally vacant land with all building structures and infrastructure having been demolished; and
D. On June 16, 2021, the City Council of the City of San Bernardino (the “City adopted Resolution No. 2021-150, which, among other things, declared the Property surplus, pursuant to section 54221 of the Surplus Land Act (Government Code section 54220 et seq.) (the “Act”); and E. On or about January 18, 2022, 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 of [the Property]” and “is permitted to proceed with the sale of” the Property outside of the Act; and F. As a condition of the City’s disposition of the Property outside of the Act, the City must, prior to disposition, record on title to the Property a restrictive covenant ensuring that if ten (10) or more residential units are ever developed on the Property, not less than 15 percent (15%) of the total number of those units must be sold or rented at an affordable cost or affordable rent to lower income households – all as defined in the Health and Safety Code; and G. The Developer and City contemplate a retail center, including sit-down restaurants or such other commercial uses as may be agreed upon by the Developer and City (the “Project”); and H. The Developer proposes acquiring the Property for fair market value and developing the Project pursuant to a disposition and development agreement or some other definitive agreement (“DDA”), which will include compliance with that certain Contract for Loan Guarantee Assistance Under Section 108 of the Housing and Community Development Act of 1974, as Amended 42 U.S.C. § 5308, by and between the City and the U.S. Department of Housing and Urban Development (“HUD”), dated September 13, 2006, and approved by the City Council on July 27, 2006 by Resolution No. 2006-271 (the “HUD Contract”), a copy of which has been provided to the Developer, and under Packet Page. 857
2 which, among other things, the City (as subrecipient) is obligated to repay a $7.5 million loan from HUD to the City in annual principal installments through 2025; and I. In connection with the preparation of the DDA and prior to consideration of the approval of such DDA, the City will prepare and circulate, or cause the preparation and circulation of an initial study (the “Initial Study”) in accordance with the California Environmental Quality Act of 1970 (as amended, “CEQA”); and
J. Based upon information furnished by the Developer to the City, together with further investigations conducted by the City, the Developer is qualified to assist the City in undertaking economically sustainable commercial development on the Property, which will include the planning for and development of a specific study, and the evaluation and planning by the Developer and the City of appropriate and feasible development alternatives.

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND

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

The Negotiation Period; Term of Agreement; Options to Extend. a. The rights and duties of the parties established by this Agreement shall commence on the date that the parties each execute this Agreement (the “Effective Date”). This Agreement will continue in effect for six (6) months from the Effective Date, at which time this Agreement shall automatically terminate, unless the parties (prior to the expiration of such 6-month period) mutually extend the Exclusivity Period in a writing signed by both parties. b. The parties shall, at the sole discretion of the City Manager, be entitled to extend the initial 6-month period two (2) times for a period of three (3) months each time – i.e., for a total time period of twelve (12) months from the Effective Date. The time period during which this Agreement shall be in effect (including any extensions of time approved by the City Manager) shall be referred to as the “Negotiation Period.”
Developer Acknowledgments.
a. The Developer hereby acknowledges and agrees that no provision of this Agreement shall be deemed to be an offer by the City or an acceptance by the City of any offer or proposal from the Developer to convey any interest in the Property to the Developer. Any studies relating to the Property that may hereafter be undertaken by the Developer, in its sole discretion, shall be the sole responsibility of the Developer and shall not be deemed to be undertaken for the benefit of the City.
b. The qualifications and identity of the Developer are of particular concern to the City. The City has relied on these qualifications and identity in entering into this Agreement with the Developer. During the term of this Agreement, no voluntary or involuntary successor-in-interest of the Developer shall acquire any right or power under this Agreement. The Developer shall not assign all or any part of this Agreement or any rights hereunder, without the prior written approval of the City Manager, which approval may be granted, withheld, or conditioned in the sole and absolute discretion of the City Manager. Reference herein to the “City Manager” of the City shall refer to the City Manager or the City Manager’s designee. Notwithstanding the foregoing, the Developer shall have the right to Packet Page. 858
3 assign this Agreement and its rights hereunder to an entity, which controls, is controlled by, or is under common control with the Developer or its principals, members, or affiliates. c. The Developer shall promptly notify the City in writing of any and all changes whatsoever to the identity of the business entities and individuals in control of the Developer, as well as any and all material changes in the interest or the degree of control of the Developer by any such party, of which information the Developer or any of its partners or officers have been notified or may otherwise have knowledge or information. Upon the occurrence of any material change in interest or control, whether voluntary or involuntary, in membership, ownership, management or control of the Developer (other than such changes occasioned by the death or incapacity of any individual) unless approved in writing, in advance, by the City Manager, the City may terminate this Agreement by serving written notice of such termination on the Developer referencing this Section.

Deposit. On or before the Effective Date, the Developer shall deposit with the City the all-cash sum of Twenty-Five Thousand Dollars ($25,000) (“Deposit”), which amount shall be retained by the City for use by the City to cover its actual costs and direct third party costs in connection with the implementation of this Agreement, including negotiation and drafting of the DDA (“City Costs”).

Upon request by the Developer, the City shall provide Developer with a written report/update of the City Costs. In the event that a DDA is not entered into by the parties, the City shall return to the Developer any portion of the Deposit not used for City Costs. In the event that a DDA is entered into, any portion of the Deposit not used for City Costs shall be applied to the purchase price of the Property.

Exclusive Agreement to Negotiate.
a. Required Actions.
(1) Within thirty (30) days of the Effective Date the Developer shall submit a feasibility study identifying potential uses of the Property including, without limitation, retail and/or hospitality.
(2) Within ninety (90) days from the Effective Date, Developer shall submit to the City a “Preliminary Development Concept Package,” consisting of the following:
(a) A development proposal generally describing the anticipated use:
(i) if retail, a list of prospective tenants;
(ii) if hospitality, a list of potential hotels and brands. (b) Identification of the architect proposed to be used by the Developer; (c) Proposed site plan;
(d) A statement describing the proposed method of financing, including construction and permanent financing and identity of the person(s) or companies providing debt financing or equity.
(e) A list of financial references;
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4 (f) A comprehensive construction and operating pro forma which identifies all sources and uses of funds for the construction and operation of the Project;
(g) A schedule of performance.
(3) Within one hundred twenty (120) days of the Effective Date, Developer shall submit to the City a “Final Development Concept Package,” consisting of the following:
(a) Updated information, current as of the date of submittal of the Final Development Concept Package, as to each and every item set forth under the heading “Preliminary Development Concept Package” and addressing such other and additional matters as may arise during negotiations;
(i) If retail, specific tenants, including letters of interest; (ii) If hospitality, specific brands, including written tentative commitments from hotel chains.
(iii) Proposed final identification of sources of financing, with a description of the terms and conditions of such financing; (iv) A schedule of performance.
(4) The Developer shall bear all cost for its performance under this Agreement. (5) The City and the Developer will continue to negotiate toward the execution of a DDA within the Negotiation Period for the disposition, use and development of the Property. During the term of this Agreement, the City will negotiate exclusively with Developer, except as to potential users, concerning disposition, use, and development of the Property. If a DDA is signed, it shall supersede this Agreement.
(a) Agreement to Negotiate. The City (by and through its staff and consultants) and Developer agree that for the term of the Negotiation Period (whether said period expires or is earlier terminated by the provisions herein), each party shall negotiate diligently and in good faith to carry out its obligations under this Agreement. The Developer acknowledges that the City holds title to the Property. The Developer expressly agrees and acknowledges that its rights pursuant to this Agreement are subject to and based upon compliance by the Developer with this Agreement, including without limitation the making of all submittals required pursuant to this Agreement, in conformity with this Agreement.
(b) Supplemental Progress Reports. In addition to the information required in Section 4.a above, for so long as this Agreement remains in effect Developer agrees to provide monthly written reports, or as often as reasonably requested, to the Agency Director of Community, Housing, and Economic Development advising the City on all matters and all studies being made.

No Predetermination of City Discretion. The Parties agree and acknowledge that nothing in this Agreement in any respect does or shall be construed to affect or prejudge the exercise of the discretion of the City. The Developer acknowledges in this regard that the feasibility of the Developer’s Packet Page. 860
5 proposal has not been finally determined, and further that, at the discretion of the City, an environmental review will be prepared and circulated for comment by the City, in connection with the consideration of the DDA. Further, nothing in this Agreement in any respect does or shall be construed to affect or prejudge the City’s discretion to consider, negotiate, or undertake the acquisition and/or development of any portion of the Property, or shall affect the City’s compliance with the laws, rules, and regulations governing land uses, environmental review, or disposition of the Property.

Environmental and Other Requirements. Certain state and local environmental requirements (including, but without limitation, the California Environmental Quality Act of 1970, Public Resources Code Section 21000, et seq.) may be applicable to the Project. Pursuant to such requirements, certain environmental documents may be required to be prepared and certified for the Project. The City, by this Agreement, undertakes no obligation to pay any costs associated with such environmental documents or to supply data and information both to determine the impact of the development on the environment and to assist in the preparation of any necessary environmental documents.

Costs and Expenses. Except as otherwise provided in this Agreement, each party shall be responsible for its own costs and expenses in connection with any activities and negotiations undertaken in connection with the performance of its obligations under this Agreement.

Non-Discrimination. Developer shall not discriminate against nor segregate, any person, or group of persons on account of sex, race, color, marital status, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall the Developer establish or permit any such practice or practices of discrimination or segregation in the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property.

Address for Notices. Any notices pursuant to this Agreement shall be in writing and sent (i) by Federal Express (or other established express delivery service which maintains delivery records), (ii) by hand delivery, or (iii) by certified or registered mail, postage prepaid, return receipt requested, to the following addresses:

To City: CITY OF SAN BERNARDINO
290 North D Street
San Bernardino, CA 92401
Attention: Director of Economic Development
cc: Sonia R. Carvalho, Esq.

City Attorney, City of San Bernardino

BEST BEST & KRIEGER LLP
18101 Von Karman Ave.

Suite 1000
Irvine, CA 92612

To Developer: XXX
Attention: XXX
XXX
XXX
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6 Default. Failure by either party to perform any of its duties as provided in this Agreement shall constitute an event of default under this Agreement. The non-defaulting party shall give written notice of a default to the defaulting party, specifying the nature of the default and the action required to cure the default.

Remedies for Breach of Agreement. In the event of a default that remains uncured for ten (10) business days, the sole remedy of the non-defaulting party shall be to terminate this Agreement.

Following such termination, neither party shall have any further rights, remedies or obligations under this Agreement. Neither party shall have any liability to the other for monetary damages or specific performance for the breach of this Agreement, or failure to reach agreement on a DDA, and each party hereby waives and releases any such rights or claims it may otherwise have at law or at equity.

Furthermore, the Developer knowingly agrees that it shall have no right to specific performance for conveyance of, nor to claim any right of title or interest in the Property or any portion thereof.

Termination. This Agreement shall: (i) automatically terminate at the time(s) set forth in Section 1 above, and (ii) terminate prior to the time(s) set forth in Section 1 above in the event the Developer shall fail to perform its obligations hereunder to the reasonable satisfaction of the City Manager; provided that prior to termination, the City shall provide the Developer with notice of the failures and provide ten (10) business days in which to cure, if such failures are curable. In addition, the parties agree that if either party shall determine that it is infeasible to proceed with the disposition and development of the Property as contemplated hereunder, either party may, upon ten (10) business days’ written notice to the other party, terminate this Agreement. Upon termination of this Agreement, whether upon expiration of the Negotiation Period or otherwise, both Parties knowingly agree that neither Party shall have any further rights or remedies as to the other and the Developer shall have no rights in respect to the Property.

Time of Essence. Time is of the essence of every portion of this Agreement in which time is a material part. During the Negotiation Period the time periods set forth in this Agreement for the performance obligations hereunder shall apply and commence upon a complete submittal of the applicable information or occurrence of an applicable event. In no event shall an incomplete submittal by the Developer trigger any of the City’s obligations of review, approval and/or performance hereunder; provided, however, that the City shall notify the Developer of an incomplete submittal as soon as is practicable and in no event later than the applicable time set forth for the City’s action on the particular item in question. Further, the time periods set forth herein are outside dates of performance.

Real Estate Commissions. The City shall not be liable for any real estate commission or brokerage fees which may arise with respect to this Agreement or the Property.

Developer Not an Agent. The Developer is not an agent of the City.

Press Releases. The Developer agrees not to issue any press releases about this Agreement or the Property without the express written approval of the City Manager or his/her designee.

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

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7 Any amendment, modification, or waiver of this Agreement or any part hereof shall not be effective unless in writing and signed by both parties and shall be subject to Section 21.

Agreement Does Not Constitute Development Approval. The City reserves final discretion and approval as to any DDA and all proceedings and decisions in connection therewith. This Agreement shall not be construed as a grant of development rights, interest in the Property, or land use entitlements to construct the Project or any other project. All design, architectural, and building plans for the Project shall be subject to the review and approval of the City. By its execution of this Agreement, the City is not committing itself to or agreeing to undertake the disposition or development of the Property or other real property to the Developer, or any other acts or activities requiring the subsequent independent exercise of discretion by the City, or any agency or department thereof.

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

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

Implementation of Agreement. The City shall maintain authority to implement this Agreement through the City Manager. The City Manager shall have the authority to issue interpretations, waive provisions, and/or enter into certain amendments of this Agreement on behalf of the City so long as such actions do not materially or substantially add to the costs or risks incurred or to be incurred by the City as specified herein, and such interpretations, waivers and/or amendments may include extensions of time to perform, subject to Section 1 herein. All other material and/or substantive interpretations, waivers, or amendments shall require the collective consideration, action and written consent of the governing board of the City.

Counterparts. This Agreement may be signed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. [Signatures on Following Page]
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8 NOW THEREFORE, the Parties have executed this Negotiation Agreement as of the date first set forth above.

CITY:

CITY OF SAN BERNARDINO,
a California municipal corporation
By:

Eric Levitt, City Manager
Date:

ATTEST:

Genoveva Rocha, Secretary
Date:

APPROVED AS TO FORM:

Sonia R. Carvalho, General Counsel

BEST BEST & KRIEGER LLP
XXX
By:

XXX
Date:

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TABLE OF CONTENTS
Cover Page Page 1
Execuve Summary Pages 2-3
Table of Contents Page 4
Idenficaon of Proposer Page 5
Staffing Resources Pages 6-8
Fiscal Stability Page 9
Experience and Technical Competence
Past Projects
The Shops at Jurupa Valley Page 10
Day Creek Square Page 11
Rancho Estudillo Plaza Page 12
Project Specific Experience Page 13
Technical Competence Page 14
References Page 15
Proposed Method to Accomplish the Work Page 16
Financial Proposal Page 17
Insurance, Ligaon, and Other Informaon Pages 18-20
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City of San Bernardino
3 The collective Highland Dynasty LLC team, Schneider Commercial Real Estate, Coldwell Banker Dynasty and ICON Inc bring specific expertise through specialized services, market knowledge, development/entitlement services, project feasibility analysis, highest & best use, leasing, finance, and construction experience to maximize value and create the opportunity for a job-creating development and sales-tax revenue generation that will benefit the local area and the region.

Our focus is to deliver a project that serves as a community amenity and contributes to the local economy. Our collective team has over 40 years of development experience working with municipalities, as well as private property owners and developers to maximize value and to effectively position and successfully develop the Arden-Guthrie site.

Our approach begins by collecting all available data, reports and studies associated with the property to develop a comprehensive understanding of the property, including workforce and employment data, economic needs of the community, and demand projections for the market. Concurrently the team will focus on a due diligence overview of the property to determine all necessary entitlements and will create a schedule including the scope and timeline for entitlements. We will also identify and estimate the costs associated with the entitlement and infrastructure requirement.

Our team has developed a conceptual site plan based on our preliminary analysis of the property to create a marketing package to attract the best possible tenants for the development and fulfill City's mission of creating jobs for local residents and providing a development that serves the economic needs of the Community.

We will work closely with City staff to minimize the need for additional services such as land use planning, construction/cost estimating, traffic engineering and architectural services. Our team will arrange tours and in-person meetings with the City of San Bernardino as necessary to keep the project moving as efficiently as possible.

The Site offers flexibility for retail and other complimentary land uses with near term potential to develop a concentration of product that will support the local trade area as well as taking advantage of the adjacent Soccer Complex and Yaamava' Resort and Casino.

The Site has excellent access to major freeway systems as well as access to major local arterials fueling the area's growth for any future Site uses. The following images show an overview of the area and proposed retail development potential of the site:

Executive Summary
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City of San Bernardino
10 Highland Dynasty LLC Overview
Highland Dynasty LLC is a special purpose LLC created by Schneider Commercial Real Estate specifically for this project:

Highland Dynasty LLC
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City of San Bernardino
14 Key personnel of the Highland Dynasty LLC team are principals of each company:

Al Stewart, Schneider Commercial Real Estate - 41 years' experience, specializing in commercial real estate, and real estate development. Al will be the principal for this project.

Mario Chang, Coldwell Banker Dynasty – 41 years' experience specializing in commercial real estate, real estate development and financing.

Patrick Hopkins, ICON Inc. General Contractors – 21 years' experience, specializing in general contracting and construction.

All 3 firms making up the Highland Dynasty LLC team have sufficient staff capacity to complete the proposed development.

Staffing Resources
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City of San Bernardino
Financial Information
Financial Statements and/or Bank Statements are provided in this section for each member of the Highland Dynasty team.

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City of San Bernardino
31 The collective Highland Dynasty LLC team, Schneider Commercial Real Estate, Coldwell Banker Dynasty and ICON Inc bring specific expertise, technically and professionally along with proven success with similar projects within the City of San Bernardino and throughout Southern California.

The key personnel of the Highland Dynasty LLC team have extensive experience as listed:
• Al Stewart, Schneider Commercial Real Estate - 41 years' experience, specializing in commercial real estate, and real estate development. Al will be the principal for this project.
• Mario Chang, Coldwell Banker Dynasty – 41 years' experience specializing in commercial real estate, real estate development and financing.
• Patrick Hopkins, ICON Inc. General Contractors – 21 years' experience, specializing in general contracting and construction.

Development experience in San Bernardino and the surrounding area including; 27,750 sf Office on Hunts Avenue, Walmart in San Bernardino as well as the 5 adjacent Cities, converted the former AMC Theater on Hospitality to Office, Family Dollar, Arrowhead Regional Medical Clinic - San Bernardino, Rally's on E. 40th and on Mt. Vernon, Starbuck's and Quick Quack Car Wash on WatermanJack-in-the-Box and Popeye's on Little League Drive.

In addition, the team has the following projects in progress in San Bernardino including; a retail/restaurant project at Mt. Vernon and Johnson, restaurant and retail Sierra and Highland Avenue as well as Starbuck's on Del Rosa. This extensive list of successful projects in the City proves the ability of the Highland Dynasty LLC team to effectively and professionally work with the City of San Bernardino.

The following pages include the company resumes, successful project lists and client references:

Executive Summary
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520 Tennessee St. Redlands, CA 92373 • Lic# 534732
(909) 890-2550 • www.icongc.net

CLIENT REFERENCES
1) Mark Development, Inc.

PO Box 507
Redlands, CA 92373
ATTN: Mark Sandoval
2) S H L Associates Ltd.

PO Box 7
Rialto, CA 92377
ATTN: Scott Beard
3) Healthsmart MSO, Inc.

PO BOX 6300
Cypress, CA
Attn: Carol Houchins
4) Marqueen Vet Hospital
1590 Benson Ave.

Upland, CA 91786
ATTN: Rick Miller
5) Azul Vision
14726 Ramona Ave.

Chino, CA 91710
ATTN: Karthik Reddy
6) County of San Bernardino
Real Estate Services Dept.
385 N. Arrowhead, 3rd Flr.

San Bernardino, CA 92415
ATTN: Lyle Ballard
909-387-5252
7) SEA Property Management Co. AMO
1333 Camino Del Rio South. Ste. 310
San Diego, CA 92108
ATTN: Eddie Goldberg
8) Public Safety Academy
1482 Enterprise Dr.

San Bernardino, CA 92408
ATTN. Steve Filsom
Packet Page. 914
1 ICON, INC. GENERAL CONTRACTORS
520 TENNESSEE ST. REDLANDS, CA 92373
(909) 890-2550 PHONE
AIA DOCUMENT #A305 2020
REFERENCE: EXHIBIT D & E

COMMERCIAL BUILDING EXPERIENCE
================================================================= PROJECT: CONCORDE SAN BERNARDINO RESTROOMS/MA LAB REFRESH OWNER: CONCORDE CAREER COLLEGE
6701 W 64TH ST SUITE 200
OVERLAND PARK, KS 66202
ARCHITECT: N/A
CONTRACT AMOUNT: $169,600
COMPLETION DATE: SEPT 2025
________________________________________________________________________________ PROJECT: INLAND JUVENILE PANEL ATTORNEYS TI
OWNER: PHOENIX, LLC
PO BOX 2468
RIVERSIDE CA 92516
ARCHITECT: BONALDO DESIGN GROUP
10700 JERSEY BLVD SUITE 700
RANCHO CUCAMONGA, CA 91730
CONTRACT AMOUNT: $917,045
COMPLETION DATE: UNDER CONSTRUCTION
________________________________________________________________________________ PROJECT: DR. YU
OWNER: SIERRA MEDICAL PROPERTIES, LLC C/O AMG II, COLLIERS PO BOX 10
SCOTTSDALE, AZ 85252
ARCHITECT: ATC DESIGN GROUP
1277 PACIFIC OAKS PLACE SUITE 102
ESCONDIDO CA 92029
CONTRACT AMOUNT: $259,523
COMPLETION DATE: UNDER CONSTRUCTION
________________________________________________________________________________ PROJECT: TAD YUCAIPA
Packet Page. 915
2 OWNER: PHOENIX, LLC
PO BOX 2468
RIVERSIDE CA 92516
ARCHITECT: ATC DESIGN GROUP
1277 PACIFIC OAKS PLACE SUITE 102
ESCONDIDO CA 92029
CONTRACT AMOUNT: $259,523
COMPLETION DATE: JULY 2025
________________________________________________________________________________ PROJECT: CONCORDE GARDEN GROVE NURSE TRAINING
OWNER: CONCORDE CAREER COLLEGE
6701 W 64TH ST SUITE 200
OVERLAND PARK, KS 66202
ARCHITECT: JDA ASSOCIATES
2900 BRISTOL ST SUITE 203
COSTA MESA, CA 92626
CONTRACT AMOUNT: $184,722
COMPLETION DATE: JUNE 2025
________________________________________________________________________________ PROJECT: QUICK QUACK HIGHLAND
OWNER: 1435 HIGHLAND, LLC
PO BOX 7
RIALTO, CA 92377
ARCHITECT: ATC DESIGN GROUP
1277 PACIFIC OAKS PLACE SUITE 102
ESCONDIDO CA 92404
CONTRACT AMOUNT: $659,550
COMPLETION DATE: UNDER CONSTRUCTION
________________________________________________________________________________ PROJECT: AZUL VISION PH.II
OWNER: AZUL VISION
14726 RAMON AVE SUITE 203
CHINO, CA 91710
ARCHITECT: ENVIROTECTURE
3600 WILSHIRE BLVD SUITE 1402
LOS ANGELES CA 90010
CONTRACT AMOUNT: $1,360,555
Packet Page. 916
3 COMPLETION DATE: UNDER CONSTRUCTION
________________________________________________________________________________ PROJECT: LINCOLN PLAZA
OWNER: LINCOLN PARTNERSHIP, GP
PO BOX 1290
AGOURA HILLS, CA 91376
ARCHITECT: ARMET DAVIS NEWLOVE
1330 OLYMPIC BLVD

SANTA MONICA CA
CONTRACT AMOUNT: $368,845
COMPLETION DATE: MAY 2025
________________________________________________________________________________ PROJECT: TAD 4TH ST SAN BERNARDINO
OWNER: 265 E 4TH ST LLC
6823 S. EASTERN
SUITE 101
LAS VEGAS, NV 89119
ARCHITECT: ATC DESIGN GROUP
1282 PACIFIC OAKS PLACE

ESCONDIDO, CA
CONTRACT AMOUNT: $1,435,990
COMPLETION DATE: UNDER CONSTRUCTION
________________________________________________________________________________ PROJECT: ANDURIL TRIANGLE AREA
OWNER: ANDURIL INDUSTRIES INC
1400 ANDURIL
COSTA MESA, CA 92626
ARCHITECT: HENDY
4770 CAMPOS DRIVE
SUITE 100
NEWPORT BEACH CA 92660
CONTRACT AMOUNT: $479,485
COMPLETION DATE: JUNE 2025
________________________________________________________________________________ PROJECT: PSASB RESTROOMS
OWNER: PSASB
Packet Page. 917
4 1482 ENTERPRISE DR
SAN BERNARDINO CA 92408
ARCHITECT: SQUARE1
10451 SAMOA DRIVE

HUNTINGTON BEACH, CA
CONTRACT AMOUNT: $530,995
COMPLETION DATE: UNDER CONSTRUCTION
________________________________________________________________________________ PROJECT: ELLIOTT PRECISION BLOCK
OWNER: ELLIOTT PRECISION BLOCK
PO BOX 499
SAN BERNARDINO CA 92410
ARCHITECT: JOSPEH E. BONADIMAN & ASSOCIATES
234 N ARROWHEAD AVE
SAN BERNARDINO CA 92408
CONTRACT AMOUNT: $5,974,281
COMPLETION DATE: UNDER CONSTRUCTION
________________________________________________________________________________ PROJECT: LITTLE HOUSE OF SMILES
OWNER: SIERRA SAN ANTONIO MEDICAL PLAZA
PO BOX 10
SCOTTSDALE AZ 85252
ARCHITECT: KARDENT
11 GOLDEN SHORE SUITE 540
LONG BEACH CA 90802
CONTRACT AMOUNT: $854,779
COMPLETION DATE: APRIL 2025
________________________________________________________________________________ PROJECT: QUICK QUACK GATEWAY
OWNER: GATEWAY SB, LLC
4221 WILSHIRE BLVD #3880
LOS ANGELES, CA 90010
ARCHITECT: C3 CIVIL ENGINEERING
10870 W. FAIRVIEW DRIVE
SUITE 102

BOISE, ID
Packet Page. 918
5 CONTRACT AMOUNT: $585,215
COMPLETION DATE: UNDER CONSTRUCTION
________________________________________________________________________________ PROJECT: STARBUCKS HOSPITALITY
OWNER: 6411 ARLINGTON, LLC
285 W. RIALTO AVE
RIALTO CA 92376
ARCHITECT: ATC DESIGN GROUP
1282 PACIFIC OAKS PLACE

ESCONDIDO, CA
CONTRACT AMOUNT: $786,932
COMPLETION DATE: UNDER CONSTRUCTION
________________________________________________________________________________ PROJECT: ANDURIL TI
OWNER: ANDURIL INDUSTRIES INC
1400 ANDURIL
COSTA MESA, CA 92626
ARCHITECT: HENDY
4770 CAMPOS DRIVE
SUITE 100
NEWPORT BEACH CA 92660
CONTRACT AMOUNT: $830,834
COMPLETION DATE: DECEMBER 2024
________________________________________________________________________________ PROJECT: CAL EYE LOMA LINDA TI
OWNER: POZ, LLC
PO BOX 8248
REDLANDS, CA 92375
ARCHITECT: VARGA ASSOCIATES
224 N. FAIR OAKS AVE. STE. 200
PASADENA, CA 91103
CONTRACT AMOUNT: $3,708,195
COMPLETION DATE: UNDER CONSTRUCTION
________________________________________________________________________________ Packet Page. 919
6 PROJECT: CAL EYE LOMA LINDA MINOR CHANGES
OWNER: POZ, LLC
PO BOX 8248
REDLANDS, CA 92375
ARCHITECT: VARGA ASSOCIATES
224 N. FAIR OAKS AVE. STE. 200
PASADENA, CA 91103
CONTRACT AMOUNT: $162,930
COMPLETION DATE: DECEMBER 2024
________________________________________________________________________________ PROJECT: QUICK QUACK KENDALL
OWNER: SHANDON HILLS PLAZA, LLC
4221 WILSHIRE BLVD
LOS ANGELES CA 90010
ARCHITECT: C3 CIVIL ENGINEERING
10870 W FAIRVIEW DR SUITE 102-1187
BOISE ID 83713
CONTRACT AMOUNT: $129,558
COMPLETION DATE: MAY 2024
________________________________________________________________________________ PROJECT: PSASB SPORTS FIELD
OWNER: PSASB
1482 ENTERPRISE DRIVE
SAN BERNARDINO CA 92408
ARCHITECT: ATC DESIGN GROUP
PO BOX 461779
ESONDIDO CA 92046
CONTRACT AMOUNT: $782,090
COMPLETION DATE: SEPT 2024
________________________________________________________________________________ PROJECT: CONCORDE SD DH EXPANSION
OWNER: CONCORDE CAREER COLLEGES
4393 IMPERIAL AVE
SAN DIEGO, CA 92113
ARCHITECT: MPA ARCHITECTS INC.
3578 30TH ST
SAN DIEGO CA 92104
Packet Page. 920
7 CONTRACT AMOUNT: $877,636
COMPLETION DATE: SEPT 2024
________________________________________________________________________________ PROJECT: OC FLAVORS
OWNER: OC FLAVORS DBA MOSAIC FLAVORS
15506 DUPONT AVE

CHINO, CA
ARCHITECT: PETERS JEPSON PARTNERSHIP
413 S GLASSELL
ORANGE, CA 92866
CONTRACT AMOUNT: $317,205
COMPLETION DATE: AUG 2024
________________________________________________________________________________ PROJECT: CANYON HILLS MARKETPLACE I
OWNER: HELF CANYON HILLS MARKETPLACE I, LLC.
1333 CAMINO DEL RIO SOUTH #310
SAN DIEGO CA 92108
ARCHITECT: MPA ARCHITECTS INC.
3578 30TH ST
SAN DIEGO CA 92104
CONTRACT AMOUNT: $212,370
COMPLETION DATE: FEBRUARY 2024
________________________________________________________________________________ PROJECT: 1107 E VALLEY PKWY TI
OWNER: SEA9, LLC
1333 CAMINO DEL RIO SOUTH #310
SAN DIEGO CA 92108
ARCHITECT: MPA ARCHITECTS INC.
3578 30TH ST
SAN DIEGO CA 92104
CONTRACT AMOUNT: $242,745
COMPLETION DATE: FEBRUARY 2024
________________________________________________________________________________ PROJECT: DEAUX REDLANDS
OWNER: DEAUX STORE 1,LLC
501 E CITRUS AVE SUITE D
REDLANDS CA 92373
Packet Page. 921
8 ARCHITECT: WEST COAST DESIGN GROUP
CONTRACT AMOUNT: $87,114
COMPLETION DATE: FEBRUARY 2024
________________________________________________________________________________ PROJECT: ZOOM ROOM
OWNER: FIFTH SEASON LIVING, INC.
1664 CAMELLIA LANE
REDLANDS CA 92374
ARCHITECT: WEST COAST DESIGN GROUP
CONTRACT AMOUNT: $232,915
COMPLETION DATE: JANUARY 2024
________________________________________________________________________________ PROJECT: 4W MIXED USE PROJECT
OWNER: VANTAGE ONE REAL ESTATE INVESTMENTS
4 CORPORATE PLAZA DRIVE SUITE 210
NEWPORT BEACH CA 92660
ARCHITECT: HTH ARCHITECTS LLP
3767 OVERLAND AVE SUITE 111
LOS ANGELES CA 90034
CONTRACT AMOUNT: $783,280
COMPLETION DATE: SEPTEMBER 2023
________________________________________________________________________________ PROJECT: QUICK QUACK/STARBUCKS
OWNER: 6411 ARLINGTON, LLC
285 W. RIALTO AVE
RIALTO CA 92376
ARCHITECT: ATC DESIGN GROUP
1282 PACIFIC OAKS PLACE

ESCONDIDO, CA
CONTRACT AMOUNT: $731,951
COMPLETION DATE: DEC 2023
________________________________________________________________________________ PROJECT: AMAZON ONT9 REDLANDS
OWNER: CLPF-REDLANDS BUSINESS CENTER, L.P .
1717 McKinney Ave. Suite 1900
Dallas, TX 75202
Packet Page. 922
9 ARCHITECT: MAGELLAN ARCHITECTS
CONTRACT AMOUNT: $458,460
COMPLETION DATE: JULY 2023
________________________________________________________________________________ PROJECT: DPH HESPERIA
OWNER: BRO-CO LLC
36960 ADVENTURE LN
PARKER AZ 85344
ARCHITECT: ATC DESIGN GROUP
1282 PACIFIC OAKS PLACE

ESCONDIDO, CA
CONTRACT AMOUNT: $271,843
COMPLETION DATE: MAY 2023
_______________________________________________________________________________ PROJECT: PSASB CLASSROOM REMODEL
OWNER: PSASB INC.
1482 E. ENTERPRISE DR.

SAN BERNARDINO CA 92408
ARCHITECT: N/A
CONTRACT AMOUNT: $180,812
COMPLETION DATE: JANUARY 2023
________________________________________________________________________________ PROJECT: LENDMARK SAN DIEGO
OWNER: LENDMARK FINANCIAL SERVICES, LLC
2118 USHER ST.

COVINGTON, GA 30014
ARCHITECT: WEST COAST DESIGN GROUP
CONTRACT AMOUNT: $166,080
COMPLETION DATE: FEBRUARY 2023
_______________________________________________________________________________ PROJECT: RALLY’S SAN BERNARDINO
Packet Page. 923
10 170 E. 40TH ST.

SAN BERNARDINO, CA 92404
OWNER: SCOTT BEARD REALTY
285 W. RIALTO AVE.

RIALTO, CA 92376-6411
ARCHITECT: JDA ASSOCIATES
CONTRACT AMOUNT: $1,195,014
COMPLETION DATE: MARCH 2024
________________________________________________________________________________ PROJECT: KUNG FU TEA
107 E COLTON AVE
REDLANDS CA 92373
OWNER: PIZZA PLUS PROPERTIES, INC.
330 N SIXTH ST #103
REDLANDS, CA 92374
ARCHITECT: SAM LINDHART DESIGN
CONTRACT AMOUNT: $188,692
COMPLETION DATE: JULY 2022
________________________________________________________________________________ PROJECT: CENTURY 21
4 W REDLANDS BLVD
REDLANDS CA 92373
OWNER: C21 LOIS LAUER
1998 ORANGE TREE LANE
REDLANDS CA 92374
ARCHITECT: SISSON DESIGN GROUP
CONTRACT AMOUNT: $783,137
COMPLETION DATE: AUG 2022
________________________________________________________________________________ PROJECT: MARQUEEN UPLAND
1590 BENSON
UPLAND, CA 92386
OWNER: MARQUEEN, INC.
225 S. LAKE AVE.

PASADENA CA 91101
Packet Page. 924
11 ARCHITECT: WEST COAST DESIGN
CONTRACT AMOUNT: $773,113
COMPLETION DATE: MARCH 2022
________________________________________________________________________________ PROJECT: CAL EYE LOMA LINDA MEDICAL BUILDING
25258 REDLANDS BLVD
LOMA LINDA, CA 92354
OWNER: POZ PROPERTIES LOMA LINDA, LLC.

PO BOX 8248
REDLANDS, CA 92375
ARCHITECT: EMPCOMPASS ASSOCIATES, INC.

CONTRACT AMOUNT: $6,806,243
COMPLETION DATE: UNDER CONSTRUCTION
________________________________________________________________________________ PROJECT: LENDMARK NORTHPOINTE
OWNER: LENDMARK FINANCIAL SERVICES, LLC
2118 USHER ST.

COVINGTON, GA 30014
ARCHITECT: WEST COAST DESIGN GROUP
CONTRACT AMOUNT: $117,322
COMPLETION DATE: SEPT 2021
________________________________________________________________________________ PROJECT: CONCORDE DENTAL HYGIENE LABS

SAN BERNARDINO /GARDEN GROVE
OWNER: CONCORDE CAREER COLLEGES
5800 FOXRIDGE DR.

SUITE 500
MISSION, KS 66202
ARCHITECT: JOHN DE FRENZA
2900 BRISTOL ST.

BUILDING A SUITE 203
COSTA MESA CA 92626
CONTRACT AMOUNT: $94,406
COMPLETION DATE: JUNE 2021
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12 ________________________________________________________________________________ PROJECT: DBH APPLE VALLEY
18818 HWY 18
APPLE VALLEY, CA 92307
OWNER: COMMSTAR5, L.P.
425 S. SAN GABRIEL BLVD. #900
SAN GABRIEL, CA 91776
ARCHITECT: ATC DESIGN GROUP
1282 PACIFIC OAKS PLACE

ESCONDIDO, CA
CONTRACT AMOUNT: $7,424,060
COMPLETION DATE: MARCH 2023
________________________________________________________________________________ PROJECT: CAL EYE LOMA LINDA GRADING
25258 REDLANDS BLVD.

REDLANDS CA 92373
OWNER: POZ PROPERTIES LOMA LINDA, LLC.

PO BOX 8248
REDLANDS, CA 92375
ARCHITECT: EMPCOMPASS ASSOCIATES, INC.

CONTRACT AMOUNT: $278,069
COMPLETION DATE: JUNE 2022
________________________________________________________________________________ PROJECT: BIG TOY DEPOT
7505 & 7515 BRITANNIA CT.

SAN DIEGO CA 92154
OWNER: SEA9, LLC
1333 CAMINO DEL RIO SOUTH, SUITE 310
SAN DIEGO, CA 92154
ARCHITECT: MPA ARCHITECTS, INC.

CONTRACT AMOUNT: $117,517
COMPLETION DATE: JUNE 2021
________________________________________________________________________________ PROJECT: ARMC FONTANA
16888 BASELINE AVE.

FONTANA, CA 92376
OWNER: BASELINE SIERRA ARMC, LLC
285 W. RIALTO AVE.

Packet Page. 926
13 RIALTO, CA 92376-6411
ARCHITECT: ATC DESIGN GROUP
1282 PACIFIC OAKS PLACE

ESCONDIDO, CA
CONTRACT AMOUNT: $7,694,768
COMPLETION DATE: 11/3/2021
________________________________________________________________________________ PROJECT: CAL EYE UPLAND
494 MOUNTAIN AVE.

UPLAND, CA 91786
OWNER: EYE REAL ESTATE PARTNERS, LLC
1900 W. GARVEY AVE. S
SUITE 335
WEST COVINA, CA 91790
ARCHITECT: WEST COAST DESIGN GROUP
CONTRACT AMOUNT: $320,361
COMPLETION DATE: 3/3/21
________________________________________________________________________________ PROJECT: ARMC RIALTO
850 FOOTHILL BLVD.

RIALTO, CA 92376
OWNER: SCOTT BEARD REALTY
285 RIALTO AVE.

RIALTO, CA 92376
ARCHITECT: WEST COAST DESIGN GROUP
CONTRACT AMOUNT: $244,400
COMPLETION DATE: 2/9/21
________________________________________________________________________________ PROJECT: MOWBRAY’S TREE SERVICE
686 MILL ST.

SAN BERNARDINO, CA 92415
OWNER: THE ORIGINAL MOWBRAY’S TREE SERVICE
1845 BUSINESS CENTER DR.

SAN BERNARDINO, CA 92408
ARCHITECT: WEST COAST DESIGN GROUP
CONTRACT AMOUNT: $342,398
Packet Page. 927
14 COMPLETION DATE: 10/30/20
________________________________________________________________________________ PROJECT: 734 UNIVERSITY
SAN DIEGO, CA 92103
OWNER: SEA9, LLC
1333 CAMINO DEL RIO SOUTH #310
SAN DIEGO, CA 92108
ARCHITECT: MPA ARCHITECTS
CONTRACT AMOUNT: $60,000
COMPLETION DATE: JAN 2021
________________________________________________________________________________ PROJECT: SKYPARK RESTROOMS
28950 HWY 18
SKYFOREST, CA 92385
OWNER: SKYPARK, LLC
PO BOX 360
SKYFOREST, CA 92385
ARCHITECT: KADTEC DESIGN ENGINEERING
CONTRACT AMOUNT: $696,513
COMPLETION DATE: 10/01/20
________________________________________________________________________________ PROJECT: JACK IN THE BOX SITE WORK
3265 W. LITTLE LEAGUE DR.

SAN BERNARDINO, CA 92407
OWNER: COMMSTAR 2, LP
425 SOUTH GABRIEL BLVD. #9
SAN GABRIEL, CA 91776
ARCHITECT: ATC DESIGN GROUP
1282 PACIFIC OAKS PLACE

ESCONDIDO, CA
CONTRACT AMOUNT: $906,084
COMPLETION DATE: 6/30/21
________________________________________________________________________________ PROJECT: ANAHEIM SHELTER EXPANSION
1455 S. SALVATION PL

ANAHEIM, CA
Packet Page. 928
15 OWNER: SALVATION ARMY
180 E. OCEAN BLVD. SUITE 500
LONG BEACH, CA 90802
ARCHITECT: KARDENT DESIGN
CONTRACT AMOUNT: $496,930
COMPLETION DATE: 7/1/20
________________________________________________________________________________ PROJECT: KIDS 1ST CLINIC
1022 LONG BEACH BLVD.

LONG BEACH, CA
OWNER: AGARU, LLC
PO BOX 8500
NEWPORT BEACH, CA 92658
ARCHITECT: ITANI DESIGN GROUP
CONTRACT AMOUNT: $1,425,862
COMPLETION DATE: 10/02/20
________________________________________________________________________________ PROJECT: LULUBELLE’S
31621 PLEASANT DR.

RUNNING SPRINGS, CA
OWNER: LULUBELLE’S MOUNTAIN BANANA BREAD, LLC
1063 CAROUSEL RD.

LAKE ARROWHEAD, CA
ARCHITECT: AERO COLLECTIVE
CONTRACT AMOUNT: $482,554
COMPLETION DATE: 10/02/20
________________________________________________________________________________ PROJECT: ESCONDIDO RETAIL
1107 E. VALLEY PKWY.

ESCONDIDO, CA
OWNER: SEA 9, LLC
1333 CAMINO DEL RIO SOUTH #310
SAN DIEGO, CA 92108
Packet Page. 929
16 ARCHITECT: MPA ARCHITECTS
CONTRACT AMOUNT: $1,560,921
COMPLETION DATE: MARCH 2021
________________________________________________________________________________ Packet Page. 930
Packet Page. 931
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Packet Page. 933
Packet Page. 934
December 1, 2025
RE Taxes During Loan 60,750 $
Geotechnical & Other Reports 50,000 $
Fees/Permits 200,000 $
Soft Costs:
$ 4,500,000
$ 5,227,200
$ 11,250,000
$ 21,950,200
Civil Engineer & Landscape Architect
Leasing and Sales Commissions
Total Soft Costs
Signage $ 150,000
Contingency 5% $ 823,000
Architecture/Reimburseables $ 250,000
Total Hard Costs
$ 350,000
Estimated Project Cost Budget
Highland & Guthrie
San Bernardino
Construction Costs:

Hard Costs: Total Cost
Land
Site Work On/Off
Building Construction 75,000 sf Retail Building
$ 150,000
$ 1,060,750.00
$ 23,010,950
Restaurant 1 100,000 Year Ground Lease @ 5.5 CAP $ 1,818,181 Restaurant 2 125,000 Year Ground Lease @ 5.5 CAP $ 2,272,727 Total Project Costs
Retail Building 75,000 sf @ 1.50 sf @ 6% CAP $ 22,500,000 Proposed Tenants and Cap Rates and Investment Sales Values Fuel Station 250,000 Year Ground Lease @ 5.0 CAP $ 5,000,000 Retail Building 150,000 Year Ground Lease @ 5.5 CAP $ 2,727,272 DEVELOPMENT VALUES $ 34,318,180
Major Anchor Tenant will be approximetely 131,000 sf. They will purchase ten acres of the property and they will develop their own store along with on-sites and off-sites Estimate Project Cost Budget Packet Page. 935

SALES VOLUMES
Major Retailer 1 $ 82,823,350
Major Retailer 2 $ 17,768,924
Major Retailer 3 $ 3,125,000
Retail Out Parcel $ 2,800,000
Fueling Station & Car Wash $ 8,650,000
Restaurant 1 $ 2,000,000 +
Restaurant 2 $ 2,000,000 +
Sales Tax Projections:

City of San Bernardino $ 1,200,000
Special Taxes Measure S and I $ 1,800,000
San Bernardino County $ 300,000
California State $ 7,200,000
*All figures are projected*
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Packet Page. 944

PROPOSAL
Arden Guthrie Commercial Development Opportunity
Panorama Development
Packet Page. 945
Panorama Development Staff
Wes Fifield Collin Montgomery Nick Fifield Stacey Fifield Rob Maddox Packet Page. 946
Company Background
Family-owned company based in Upland
No outside investors or partnerships
Own 100% of The Shops at Jurupa Valley and Day Creek Square Self-maintain our centers and develop for long term ownership Know the market and have current relationships with top Tenants Packet Page. 947
Our Current Developments
Packet Page. 948
31 -acre center
The Shops at Jurupa Valley Packet Page. 949
• Located in Jurupa Valley
• SEC Pyrite St. and the 60 Freeway
• Over 300,000 SF of retail
• 31 acres
• Over 30 Tenants in 17 buildings
• Tenants include Target, In-N-Out,
Ross, Burlington, Five Below, EOS
Fitness, Aldi, Starbucks, Nothing
Bundt Cakes, Chipotle, and many
more!
• Won the 2023 American Planning
Association Award for Economic
Planning
• One of the largest newly built
shopping centers in the Southern
California
• Finished in August of 2025
• Our company has current Tenant
relationships and the most up to
date costs for construction
Packet Page. 950
Day Creek Square
Baseline Road and Day Creek Blvd Packet Page. 951
Day Creek Square is at SWC Baseline Road and Day Creek Blvd. in Rancho Cucamonga with a Broken Yolk Café, a Fidelity Investments, Precision Dental, and Krak Boba Tea. We provided outdoor seating for Broken Yolk Café and we have a large patio space which includes 2 large trellises, a tower architectural element, a fountain, benches, and palm trees with decorative lighting.

Packet Page. 952
Development Concept
Packet Page. 953
Design concepts and ideas from Mountain
Grove Shopping Center in Redlands
• Strong Tenant mix
• Large patio areas
• Shade structures
• Outdoor dining
• Bright lighting
• Quality landscaping
• Open space
Packet Page. 954
Concepts from Our Developments
Our previous developments have
these same features. We have
previously built: • Large Patio Areas • Architectural Towers • Strong Tenant Mix • Large Patio Areas • Shade Structures • Outdoor Dining • Bright Lighting • Quality Landscaping • Open Space Packet Page. 955
Packet Page. 956
Moving Forward and Next Steps
• Our centers are Tenant driven
• Reach out to the marketplace through our relationships • Work together with the City for entitlement approval and City vision
• Design and construction documents
• Work with City for construction approval
• Start construction
Packet Page. 957
The Highland Dynasty LLC Team
The Team
Schneider Commercial Real Estate, Kathleen & Al Steward 41 years experience in Real Estate Development & Commercial Real Estate
CBD Investment Inc./Coldwell Banker Dynasty, Mario Chang 41 years experience in Financing, Real Estate Development & Commercial Real Estate
ICON Inc. General Contractors, Patrick Hopkins
40 years experience in General Contracting
Highland Dynasty LLC was created specifically for this project.

Packet Page. 958
Highland Freeway Center Goals and Objectives
• Serve the community and contribute to the local economy • Provide local employment opportunities
• Leverage experience with the City to streamline planning & development • Work with stakeholders including Yaamava’ and Soccer Complex, as well as adjacent apartment complex and residential areas • Address key issues:
• Freeway access and Highland off-ramp
• Impacts to adjacent neighborhood
• Future adjacent site uses
• Generate significant sales tax revenue to City
• Security
Packet Page. 959
Colton
Experience - Area Shopping Centers
Redlands
Yucca Valley
Hemet
(Schneider Real Estate & Gatlin/Berger Developments fee-based) Packet Page. 960
Experience - City of San Bernardino Projects
Jack in the Box Popeyes
3265 Little League Drive 3255 Little League Drive
Packet Page. 961
Experience - City of San Bernardino Projects
7-Eleven
3154 Kendall Drive
Dairy Queen
3164 Kendall Drive
Starbucks
3194 Kendall Drive
Packet Page. 962
Experience - City of San Bernardino Projects
Walmart
4210 E. Highland Avenue
Family Dollar
1137 Baseline St
Packet Page. 963
Experience - City of San Bernardino Projects
AMC Theater Conversion
201 E Airport Drive
Arrowhead Regional Clinic
1499 E Highland Avenue
Packet Page. 964
27,500 sf Office
1955 S Hunts Lane
Retail/Restaurant
Sierra & Highland
Experience - City of San Bernardino Projects
Packet Page. 965
LA Fitness (55,000 sf)
1035 Parkford Drive
Experience - City of San Bernardino Projects
Packet Page. 966
Arden Guthrie Proposed Project - Highland Home Center
Tenant focus on home
improvement, home
furnishings/appliances,
grocery, restaurant &
related services
Possible tenants: Home
Depot, Grocery,
Cabinets to Go, Floor &
Décor, Lumber
Liquidators, Ashley,
Harbor Freight, etc.

Packet Page. 967
Arden Guthrie Proposed Project - Highland Home Center
Focus Areas -
• New off-ramp
Highland
Avenue
• 24/7 Private
Security
• Axon Fusus –
SBPD Camera
Sharing
Packet Page. 968
Proposed Work Plan & Schedule
**Note: The work for the 4 major tasks can be performed concurrently, resulting in an estimated completion schedule of 24 to 30 months. Project schedules can vary as a result of multiple factors that are known to delay projects, including but not limited to required legal notification and publishing procedures, technical deliverables delayed through public comments and other requests for analysis, availability of public hearing dates, requests for extensions by public agencies and other interested parties, legal challenges and other.

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Financial Proposal, Revenue & Sales Tax Projections
Estimated Project Costs Sales Volume
Sales Tax Projections
Major anchor tenant will be approximately 131,000 sf. They will purchase ten acres of the property, and they will develop their own store, along with on-sites and off-sites.

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DISCUSSION
City of San Bernardino
Request for Council Action
Date: August 19, 2026
To: Honorable Mayor and City Council Members
From: Eric Levitt, City Manager
Luis Portillo, Director of Economic Development
Department: Economic Development
Subject: Downtown San Bernardino PBID Phase II Formation - $74,500 Agreement with Civitas Advisors, Inc. and Fiscal Year 2026-2027 General Fund Budget Amendment (Ward
2)
Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, adopt Resolution No. 2026-143:

1. Receive and file the oral presentation from Civitas Advisors Inc., on the Downtown San Bernardino Property and Business Improvement District (PBID) Formation Phase I Final Feasibility Study and Findings / Overview of the proposed Phase II Formation process; and

2. Authorizing the City Manager, or designee, to execute the Professional Services Agreement (PSA) with Civitas Advisors Inc., for the Downtown San Bernardino Property and Business Improvement District (PBID) Formation Services Phase II in an amount not-to-exceed $74,500 and, signing subsequent, necessary, and related documents to implement the PSA; and

3. Authorizing the Director of Finance and Management Services, or designee, to amend the FY 2026/27 Operating Budget in the amount of $74,500 for the Phase II Formation of the Downtown San Bernardino Property and Business Improvement District, and; moving the funds into Economic Development Department Professional Contractual Services; and
Packet Page. 971

4. Authorizing the Director of Finance and Management Services, or designee, to issue a purchase order in the amount of $74,500 to Civitas Advisors, Inc.

City Manager's Comments
I recommend the City Council authorize moving to Phase II. I believe a PBID if supported by the City Council and downtown property owners can be a valuable tool in improving the downtown long-term. The one caution to be aware of is that the initial estimate was the City would be responsible for about $70,000 + in the assessment.

Although that still has to be determined based on Phase II. In addition, the City votes are determined based on our properties, this will need to be determined at some point prior to conclusion of Phase II Formation.

Executive Summary
In 2023, Civitas Advisors, Inc. completed a Phase I feasibility study for a potential Downtown San Bernardino Property and Business Improvement District (PBID). Based on that work, Council directed staff to proceed with formation and appropriated $39,000 for Phase II. The project did not proceed because of subsequent organizational and staffing changes, and the prior appropriation was not used.

The proposed Professional Services Agreement (PSA) will provide the technical expertise and stakeholder engagement necessary to advance the formation of a Downtown Property and Business Improvement District. A PBID is a self-funded district in which property owners within a defined area collectively invest in enhanced programs, services, and improvements that support economic vitality, district maintenance, marketing, safety, and beautification efforts. Establishing a PBID creates a dedicated and sustainable funding source that supplements City services while ensuring improvements are tailored to the unique needs and priorities of the district.

The PBID formation effort responds to interest expressed by downtown property owners and supports long-term economic development through increased stakeholder participation and investment.

The City is also the largest property owner within the proposed PBID boundary, currently owning approximately 26 percent of the property within the boundary, representing 79 of the 592 parcels. The City’s total annual assessment is based on assessment rates (per parcel sq. ft.). The proposed district framework figures reflect the 2023 Feasibility Study and set commercial parcels at $0.0150 sq ft., vacant parcels at $0.0125 sq ft., tax-exempt parcels at $0.0050 sq ft. For comparison, the County owns approximately 7 percent, and the local gas company owns approximately 9 percent. As the largest property owner in the proposed district, the City has a significant stake in the formation process and in ensuring that the district’s programs and investments align with broader downtown economic development goals while reflecting the interests of the full property owner community.

Background
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In early 2022, City staff was approached by downtown property owners interested in exploring the feasibility of establishing a PBID in downtown to finance additional services in the area. A PBID is a funding source that enables property owners within a defined geographic area to collectively invest in programs, services, and improvements that enhance the economic vitality and physical environment of a commercial district.

In a fully formed PBID, the process of funding services starts with the collection of a property owner’s assessment by the County on the property tax bill. Those funds are then managed by a selected non-profit corporation that allocates funds to the agreed upon services defined in PBID’s management district plan. PBIDs are designed to address the unique needs and priorities of a district while fostering stakeholder participation and long-term economic development. With more than 100 PBIDs operating throughout California, this model has become a widely utilized and effective tool for generating a dedicated and sustainable funding source for services that supplement those provided by local government.

A Professional Servies Agreement with Civitas Advisors, Inc., was executed on October 1, 2022, under the City Manger’s signing authority. The agreement had a notto-exceed amount of $26,500 and expired on September 30, 2023.

Under the agreement, Civitas performed the following:
• Developed a project Steering Committee comprised of property owners proposed to be assessed in the potential PBID area. The Committee met regularly to discuss the project and evaluate possible boundaries. • In December 2022, Civitas hosted a virtual open house to showcase the proposed PBID boundaries, in which property owners, stakeholders, and City staff attended to provide feedback.
• Conducted an analysis of the proposed boundaries and stakeholder feedback was discussed by the Steering Committee in ongoing meetings to further develop the PBID.
• In January 2023, a detailed Feasibility Study was created to illustrate the proposed district parameters including budget, services, and boundaries. • In February 2023, Civitas hosted an in-person open house to further discuss PBID efforts and receive feedback from property owners, stakeholders, City Staff, elected officials, and the business community. The City shared the final Feasibility Study with attendees.

At the June 2023 Strategic Initiatives Workshop, staff formally presented information regarding the PBID initiative to the Mayor and City Council. On September 12, 2023, at the Special Meeting of the Mayor and City Council to implement the strategic initiatives, the Mayor and City Council gave direction to proceed with the PBID formation process. Subsequently, on October 4, 2023, the Mayor and City Council adopted Resolution No. 2023-144, approving a one-time allocation of $39,000 in FY 2023/24 funding for Phase II of the PBID Formation process.

Phase II of the PBID formation process was to be initiated after the adopted resolution.

Subsequent organizational leadership and staffing changes delayed progression of the Packet Page. 973
project. In February 2025, the Director of Economic Development directed staff to request updated pricing from Civitas on the Phase II Formation as the prior quote was from 2023. Given the time lapse between quotes, the cost of services increased. City leadership ultimately decided not to pursue Phase II at that time, due to the increased costs, organizational leadership and staffing changes, which all contributed to the project being delayed.

In February 2026, City Manager Eric Levitt requested background information regarding the Downtown PBID initiative. After being briefed, the City Manager directed Economic Development to obtain updated pricing and discuss the viability of proceeding with Phase II Formation. Given the time that had elapsed since the completion of the original Feasibility Study. Civitas presented two options: (1) proceed directly with Phase II of the PBID Formation process, assuming stakeholder support and engagement remained substantially unchanged; or (2) conduct an updated Phase I Feasibility Study to reassess current conditions, validate stakeholder interest, and reengage the business community before moving forward with formation activities.

Discussion
The Phase II formation of the PBID process would create a formal framework for stakeholder participation, ensuring that property owners have an active role in identifying priorities and guiding investments within the district. Through coordinated efforts focused on cleanliness, safety, and capital improvements, the PBID has the potential to increase property values, encourage private investment, improve business conditions, and support the continued revitalization of Downtown San Bernardino.

The formally established formation of a PBID would create a dedicated funding source to support enhanced services, economic development initiatives, business attraction, district management, and enhanced maintenance services within the downtown core.

A PBID would provide property owners and stakeholders with the resources necessary to implement targeted improvements that enhance the district’s appearance, functionality, and overall economic competitiveness.

From an economic development perspective, the PBID would serve as a collaborative public-private partnership, enabling property owners to invest directly in initiatives that support business retention and attraction, increase commercial activity, strengthen stakeholder engagement, and enhance the customer and visitor experience within our community. Services and programs funded through the PBID would supplement, rather than replace, the baseline services currently provided by the City and would allow for the implementation of improvements specifically tailored to the needs and priorities of the downtown area.

Under the Property and Business Improvement District Law of 1994, the PBID formation process can be divided into six steps.

PBID Formation Process.

1. Creation of Formation Resources
• Identify Steering Committee members
Packet Page. 974
• Obtain information needed for database

2. Owner Outreach & Education
• Educate property owners about PBIDs via handouts and meetings • Obtain input and support from property owners
• Hold focus groups and circulate surveys as needed

3. District Plan Development
• Identify district boundaries and included properties
• Identify benefit zones, if needed
• Determine services to be provided by the district
• Determine assessment rate and budget
• Determine governance structure
• Draft and review district plan

4. Petition Drive
• Prepare, distribute and collect petitions for formation • Submit petitions from owners who will pay 50% or more of the assessment to the City Council

5. Initial Hearing
• Prepare Resolution of Intention
• Prepare Notice of Public Meeting/Hearing and Ballot
• Resolution of Intention hearing
• Mail notice and ballot to all owners

6. Public Hearing
• City Council considers any protests presented and tallies ballots cast • If 50% or more of the ballots cast favor formation, the City Council can adopt Resolution of Formation
To develop, form, and implement the PBID for Downtown San Bernardino the Professional Services Agreement with Civitas Advisors, Inc., in the amount not-toexceed $74,500, with a term through July 15, 2027, would be executed following Mayor and City Council approval. Civitas having completed the Phase I Feasibility Study, has already established the foundational work for the district, with key stakeholders remaining engaged. Under Phase II, Civitas would update and validate ownership data using current County Assessor records and reconfirm property owner support on a parcel-by-parcel basis. If formation is completed by July 2027, assessments would be placed on the 2027-2028 tax roll, with service delivery beginning in January 2028. 2021-2025 Strategic Targets and Goals
This project is consistent with Goal No. 2: Focused, Aligned Leadership and Unified Community by providing the opportunity for collaboration among City staff, business owners, property owners, and community stakeholders. Goal No. 3: Improved Quality of Life, demonstrating the City’s’ continued investment in downtown revitalization, which can help attract talent and business investment improving the City’s appearance, cleanliness and attractiveness. Goal No. 4: Economic Growth & Development, the PBID is a practical mechanism that converts strategic goals into measurable programs, services, and investments that improve downtown vitality, Packet Page. 975
economic competitiveness, and quality of life.

Fiscal Impact
The proposed PBID Phase II Formation project requires $74,500 from the General Fund. These funds were previously allocated to Economic Development but were relinquished as part of budget reductions. Approval of this request will restore the funding to Economic Development to complete the PBID Phase II Formation project.

Following the petition process, the proposed PBID would be presented to the City Council for consideration of a Resolution of Intention, followed by the required noticing and Public Hearing prior to proceeding to the ballot.

The City’s final annual assessment cannot be determined until the formation process is completed and the proposed district’s property ownership, assessment methodology, and budget are fully evaluated. Based on the City’s current ownership of approximately 26 percent of the parcels within the proposed boundary and an estimated initial annual district budget of $301,000, the City’s preliminary annual assessment is estimated at approximately $78,260. This figure is for planning purposes only and is subject to change based on the final assessment methodology and district budget.

The City’s estimated assessment and the proposed PBID formation will be presented to the City Council at key stages of the formation process, including a meeting at which the Council will consider the Resolution of Intention and conduct the required Public Hearing. Upon completion of the formation process, the approved assessments would be placed on the property tax rolls.

Conclusion
It is recommended that the Mayor and City Council of the City of San Bernardino, California, adopt Resolution No. 2026-143:

1. Receive and file the oral presentation from Civitas Advisors Inc., on the Downtown San Bernardino Property and Business Improvement District (PBID) Formation Phase I Final Feasibility Study and Findings / Overview of the proposed Phase II Formation process; and

2. Authorizing the City Manager, or designee, to execute the Professional Services Agreement (PSA) with Civitas Advisors Inc., for the Downtown San Bernardino Property and Business Improvement District (PBID) Formation Services Phase II in an amount not-to-exceed $74,500 and, signing subsequent, necessary, and related documents to implement the PSA; and

3. Authorizing the Director of Finance and Management Services, or designee, to amend the FY 2026/27 Operating Budget in the amount of $74,500 for the Phase II Formation of the Downtown San Bernardino Property and Business Improvement District, and; moving the funds into Packet Page. 976
Economic Development Department Professional Contractual Services; and

4. Authorizing the Director of Finance and Management Services, or designee, to issue a purchase order in the amount of $74,500 to Civitas Advisors, Inc.

Attachments
Attachment 1 - Resolution No. 2026-143
Attachment 2 - Professional Service Agreement with Civitas for the Downtown San Bernardino PBID Phase II Formation
Attachment 3 - Downtown San Bernardino PBID Formation Phase II Civitas Quote Attachment 4 - Downtown San Bernardino PBID Phase I Feasibility Study Report Attachment 5 - Downtown San Bernardino PBID Staff and Civitas Presentation Ward
Second Ward
Synopsis of Previous Council Actions
June 30, 2023 Mayor and City Council received an overview of the project at the Strategic Initiatives Workshop.

September 12, 2023 Mayor and Council held a Special Meeting where they approved a series of Strategic Initiatives and provided direction to move forward with the PBID formation.

October 4, 2023 Mayor and City Council adopted resolution no. 2023-144; funding $39,000 for FY 2023/24 as a one-time cost for the PBID formation.

CC
Eric Levitt
Packet Page. 977
Resolution No. 2026-143
RESOLUTION NO. 2026-143

RESOLUTION OF THE MAYOR AND CITY COUNCIL OF

THE CITY OF SAN BERNARDINO, CALIFORNIA,

AUTHORIZING THE DIRECTOR OF FINANCE AND

MANAGEMENT SERVICES, OR DESIGNEE, TO AMEND
THE FY 2026/27 OPERATING BUDGET IN THE AMOUNT
OF $74,500 FOR THE PHASE II FORMATION OF THE

DOWNTOWN SAN BERNARDINO PROPERTY AND
BUSINESS IMPROVEMENT DISTRICT.

WHEREAS, the City was approached in early 2022 by downtown property owners interested in exploring the feasibility of establishing a Downtown San Bernardino Property and Business Improvement District (PBID); and
WHEREAS, in July 2022 staff conducted an informal request for qualified firms to quote the feasibility analysis of a PBID. Civitas Advisors, Inc., was selected to move forward with the Feasibility Study; and
WHEREAS, on October 1, 2022, a Professional Services Agreement with Civitas Advisors, Inc., under the City Manager’s signing authority, was executed for the Project Management for PBID Analysis based in Downtown San Bernardino with a term expiration date of September 30, 2023; and
WHEREAS, October 1, 2022, through December 2022, Civitas Advisors Inc. under the agreement performed the following: developed a project steering committee comprised of property owners proposed to be assessed in the potential PBID area; and WHEREAS, in December 2022, Civitas hosted a virtual open house to showcase the proposed PBID boundaries, in which property owners, stakeholders, and City staff attended to provide feedback; and
WHEREAS, in January 2023, a detailed Feasibility Study was created to illustrate the proposed district parameters including budget, services, and boundaries; and WHEREAS, in February 2023, Civitas hosted an in-person open house to further discuss PBID efforts and receive feedback from property owners, stakeholders, City Staff, elected officials, and the business community. The City shared the final feasibility study with the attendees; and
WHEREAS, in June 2023, at the Strategic Initiatives Workshop, staff formally presented information regarding the PBID initiative to the Mayor and City Council; and WHEREAS, on September 12, 2023, at the Special Meeting of the Mayor and City Council to implement strategic initiatives, Mayor and City Council gave direction to proceed with the PBID Formation process; and
Packet Page. 978
Resolution No. 2026-143
WHEREAS, on October 4, 2023, the Mayor and City Council adopted Resolution No. 2023-144, approving a one-time allocation of $39,000 in FY 2023/24 funding for the Phase II PBID Formation process; and
WHEREAS, in September 2024, staff executed a Justification for Single Source Request Form to initiate Phase II Formation services utilizing the previously approved FY 2023/24 funding of $39,000, with Civitas Advisors, Inc.; and
WHEREAS, in February 2025, the Director of Economic Development directed staff to request updated pricing from Civitas Advisors, Inc., on the Phase II Formation as the prior quote was from 2023. Given the time lapse, the cost of services had increased, and staff executed an updated Justification for Single Source Request Form reflecting the new Phase II Formation cost; and
WHEREAS, in February 2026, City Manager, requested background information regarding the Downtown PBID initiative. After being briefed the City Manager directed the Economic Development Department to obtain updated pricing and discuss the viability of proceeding with Phase II Formation; and
WHEREAS, in March 2026, at the direction of the City Manager, the Economic Development Department contacted Civitas Advisors, Inc., to obtain updated pricing and discuss the viability of proceeding with Phase II Formation given the time that had elapsed since the completion of the original Feasibility Study. Civitas Advisors, Inc., presented two options: (1) proceed directly with Phase II of the PBID Formation process, assuming stakeholder support and engagement remained substantially unchanged; or (2) conduct an updated Phase I Feasibility Study to reassess current conditions, validate stakeholder interest, and re-engage the business community before moving forward with formation activities.

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

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

SECTION 2. Mayor and City Council hereby authorize the Director of Finance and Management Services, or designee, to amend the FY 2026/27 Operating Budget in the amount of $74,500 for the Phase II Formation of the Downtown San Bernardino Property and Business Improvement District.

SECTION 3. Mayor and City Council hereby authorize the City Manager to execute a Professional Services Agreement with Civitas Advisors Inc., attached hereto as Exhibit “A”, in an amount not to exceed $74,500 for a term of one (1) year ending August 19, 2027.

SECTION 4. Mayor and City Council hereby authorize the Director of Finance and Management Services, or designee, to issue a purchase order in the amount of $74,500 to Civitas Advisors, Inc.

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Resolution No. 2026-143
SECTION 5. The authorization to execute the above referenced agreement is rescinded if the agreement is not executed and returned to the Office of the City Clerk within sixty (60) days following the effective date of this Resolution.

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

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

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

APPROVED and ADOPTED by the City Council and signed by the Mayor and attested by the City Clerk this 19th day of August 2026.

Helen Tran, Mayor
City of San Bernardino
Attest:

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

Albert J. Maldonado, City Attorney
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Resolution No. 2026-143

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. 2026-143, adopted at a regular meeting held on the 19th day of August 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 20th day of August 2026.

Telicia Lopez, CMC, City Clerk
Packet Page. 981
1 PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF SAN BERNARDINO
AND CIVITAS ADVISORS, INC.

This Agreement is made and entered into as of August 19, 2026 by and between the City of San Bernardino, a charter city and municipal corporation organized and operating under the laws of the State of California with its principal place of business at Vanir Tower, 290 North D Street, San Bernardino, CA 92401 (“City”), and Civitas Advisors, Inc., a corporation with its principal place of business at 1102 Corporate Way, Ste 140, Sacramento, CA 95831 (hereinafter referred to as “Consultant”). City and Consultant are hereinafter sometimes referred to individually as “Party” and collectively as the “Parties.”

RECITALS
A. City is a public agency of the State of California and is in need of professional services for the following project:

The development, formation, and implementation of a Property Business Improvement District (PBID) for Downtown San Bernardino (hereinafter referred to as “the Project”).

B. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional services for Property Business Improvement District Formation and possesses the necessary expertise, resources, and personnel to complete the Project in a timely and professional manner as specified herein.

C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

AGREEMENT

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

2. Services. Consultant shall provide the City with the services described in the Scope of Work attached hereto as Exhibit “A.” Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional consulting services necessary for the Project.

3. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel identified in their proposal. Consultant warrants that Consultant is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may Packet Page. 982
2 affect Consultant’s performance of this Agreement. Consultant further represents that no City employee will provide any services under this Agreement.

4. Compensation.
a. Subject to paragraph 4(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit “A.” b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $74,500 (Seventy-Four Thousand Five Hundred Dollars. This amount is to cover all related costs, and the City will not pay any additional fees for printing expenses. Consultant may submit invoices to City for approval. Said invoice shall be based on the total of all Consultant’s services which have been completed to City’s sole satisfaction. City shall pay Consultant’s invoice within fortyfive (45) days from the date City receives said invoice. The invoice shall describe in detail the services performed and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Services” and shall identify the number of the authorized change order, where applicable, on all invoices. Consultant shall not be reimbursed for any expenses unless authorized in writing by City.

5. Additional Work. If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.

6. Term. This Agreement shall commence on the Effective Date and continue through August 19, 2027, unless the Agreement is previously terminated as provided for herein (“Term”). All applicable indemnification provisions of this Agreement shall remain in effect following the termination of this Agreement.

7. Maintenance of Records; Audits.
a. Records of Consultant’s services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for inspection and/or audit at mutually convenient times for a period of four (4) years from the Effective Date.
b. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City.

8. Time of Performance. Consultant shall perform its services in a prompt and Packet Page. 983
3 timely manner and shall commence performance upon receipt of written notice from the City to proceed. Consultant shall complete the services required hereunder within Term.

9. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety. b. Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay.
c. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

10. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements.
b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies.
c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.

11. Standard of Care. Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. Consultant’s performance shall conform in all material respects to the requirements of the Scope of Work.

Packet Page. 984
4 Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its subconsultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Services, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from working on the Services by the Consultant and shall not be re-employed to perform any of the Services.

Consultant shall not use any Subcontractor to provide the Services, or any portion of the work required by this Agreement, without prior written approval of City. In the event that City authorizes Consultant to use a Subcontractor, Consultant shall enter into a written agreement with the Subcontractor, which must include all provisions of the Agreement, including a restriction on the Subcontractor’s use of further independent contractors, subcontractors or subconsultants without the City’s prior written consent.

12. Conflicts of Interest. During the term of this Agreement, Consultant shall at all times maintain a duty of loyalty and a fiduciary duty to the City and shall not accept payment from or employment with any person or entity which will constitute a conflict of interest with the City.

13. City Business Certificate. Consultant shall, prior to execution of this Agreement, obtain and maintain during the term of this Agreement a valid business registration certificate from the City pursuant to Title 5 of the City’s Municipal Code and any and all other licenses, permits, qualifications, insurance, and approvals of whatever nature that are legally required of Consultant to practice his/her profession, skill, or business.

14. Assignment and Subconsultant. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder.

15. Independent Consultant/Contractor. Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and Packet Page. 985
5 amendments from City as herein provided. Any personnel performing the work governed by this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance.

16. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section.
a. Additional Insured
The City of San Bernardino, its officials, officers, employees, agents, and volunteers shall be named as additional insureds on Consultant’s and its subconsultants’ policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents. b. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City.
(ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:

Insurance Services Office Commercial General Liability
coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX)
exclusion deleted
(7) Contractual Liability with respect to this Contract (8) Broad Form Property Damage
(9) Independent Consultants Coverage
Packet Page. 986
6 (iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(v) The policy shall give City, its elected and appointed officials, officers, employees, agents, and City-designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
(vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured.
c. Automobile Liability
(i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. (ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
(iii) The policy shall give City, its elected and appointed officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. d. Workers’ Compensation/Employer’s Liability
(i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all Packet Page. 987
7 subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section. e. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. f. Privacy/Network Security (Cyber)
At all times during the performance of the work under this Agreement, the Consultant shall maintain privacy/network security insurance for: (1) privacy breaches, (2) system breaches, (3) denial or loss of service, and the (4) introduction, implantation or spread of malicious software code, in a form and with insurance companies acceptable to the City.
g. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:

Combined Single Limit
Commercial General Liability $2,000,000 per occurrence/$4,000,000 aggregate for bodily injury, personal
injury, and property damage
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage
Employer’s Liability $1,000,000 per occurrence
Professional Liability $1,000,000 per claim and aggregate (errors and omissions)
Cyber Liability $1,000,000 per occurrence and
aggregate
(ii) Defense costs shall be payable in addition to the limits.

Packet Page. 988
8 (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement.
h. Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (ACORD Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. i. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of the premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. (ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. (iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

Packet Page. 989
9 (v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. j. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or
companies with a current A.M. Best's rating of no less than A:VIII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
k. Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including, but not limited to, the provisions concerning indemnification. (ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor the City Council, nor any member of the City Council, nor any of the officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. (vi) Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement
l. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance Packet Page. 990
10 required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.

17. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel reasonably approved by the City), indemnify and hold the City, its elected and appointed officials, officers, employees, agents, and authorized volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, “Claims”) in any manner arising out of, pertaining to, or incident to any negligent alleged acts, negligent errors or negligent omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project, or this Agreement, including without limitation the payment of all damages, expert witness fees, attorneys’ fees and other related costs and expenses. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City.

Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, the City Council, members of the City Council, its employees, or authorized volunteers. Consultant’s indemnification obligation shall survive the expiration or earlier termination of this Agreement.
b. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code Section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the performance of the services or this Agreement, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

18. California Labor Code Requirements. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, Consultant agrees to fully comply with such Prevailing Wage Laws, if applicable. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and Packet Page. 991
11 all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1).

If the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements.

19. Verification of Employment Eligibility. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same.

20. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California.

21. Termination or Abandonment
a. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least ten (10) days before the effective date of such termination. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work.

Packet Page. 992
12 b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant.
c. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

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

23. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City’s representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant’s professional services occurs, Consultant shall, at no cost to City, provide all other services necessary to rectify and correct the matter to the sole satisfaction of the City and to participate in any meeting required with regard to the correction.

24. Prohibited Employment. Consultant shall not employ any current employee of City to perform the work under this Agreement while this Agreement is in effect.

25. Costs. Each Party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.

26. Documents. Except as otherwise provided in “Termination or Abandonment,” above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City.

27. Organization. Consultant shall assign Kelly Rankin as Project Manager.

The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.

28. Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described above.

29. Notice. Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Packet Page. 993
13 Office, certified mail, return receipt requested, postage prepaid, addressed to the following addresses and shall be effective upon receipt thereof:

CITY:

City of San Bernardino
Vanir Tower, 290 North D Street
San Bernardino, CA 92401
Attn: Eric Levitt,
City Manager
With Copy To:

City of San Bernardino
Vanir Tower, 290 North D Street
San Bernardino, CA 92401
Attn: City Attorney
City of San Bernardino
Vanir Tower, 290 North D Street
San Bernardino, CA 92401
Director of Economic Development
CONSULTANT:

CIVITAS ADVISORS, INC
1102 CORPORATE WAY, STE 140
SACRAMENTO, CA 95831
Attn: John Lambeth,
President & CEO

30. Third Party Rights. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant.

31. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

32. Entire Agreement. This Agreement, including Exhibit “A,” represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises, or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This is an integrated Agreement.

33. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect.

Packet Page. 994
14 34. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void.

35. Non-Waiver. The delay or failure of either Party at any time to require performance or compliance by the other Party of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance.

No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.

36. Time of Essence. Time is of the essence for each and every provision of this Agreement.

37. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain, or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.

38. Amendments. Only a writing executed by all of the Parties hereto or their respective successors and assigns may amend this Agreement.

39. City’s Right to Employ Other Consultants. City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.

40. Prohibited Interests. Consultant maintains and warrants that it has neither employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

41. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one single Agreement.

Packet Page. 995
15 42. Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification obligations, shall survive any such expiration or termination.

43. Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by doing so, the Parties hereto are formally bound to the provisions of this Agreement.

44. Electronic Signature. Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature.
[SIGNATURES ON FOLLOWING PAGE]
Packet Page. 996
16 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF SAN BERNARDINO
AND CIVITAS ADVISORS INC.

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

CITY OF SAN BERNARDINO
APPROVED BY:

Eric Levitt
City Manager
ATTESTED BY:

Telicia Lopez, CMC
City Clerk
APPROVED AS TO FORM:

Best Best & Krieger LLP
City Attorney

CONSULTANT

CIVITAS ADVISORS, INC
Signature
Name
Title
Packet Page. 997
17 EXHIBIT A

SCOPE OF WORK
This Exhibit A outlines the Scope of Services, Schedule of Charges, and Schedule of Services for Consultant’s work related to the development, formation, and implementation of the Downtown San Bernardino Property and Business Improvement District (PBID).

SCOPE OF SERVICES:

1. District Boundary Confirmation and Coordination
Consultant shall explore, confirm, and establish the proposed district boundaries for the PBID. This process shall require coordination with the City, Steering Committee, and County Assessor’s Office to obtain and analyze relevant property data.

2. Development of the Management District Plan (MDP)
Consultant shall engage with community stakeholders and the City to develop a comprehensive Management District Plan (MDP). The MDP shall serve as the governing document for the PBID and shall include, but is not limited to, the following elements:
• District boundaries and assessment methodology
• Services and benefits to be provided
• Governance structure and operational guidelines
• Budget and financial projections
• Implementation and compliance measures

3. Review and Finalization of the Management District Plan Consultant shall submit the draft MDP to the Steering Committee, stakeholders, and the City for review. Consultant shall update the MDP as necessary to incorporate feedback and ensure compliance with applicable laws and stakeholder objectives.

4. Petition Preparation and Coordination
Consultant shall prepare all required petition documents for the formation of the PBID.

Consultant shall work in collaboration with the Steering Committee, stakeholders, and the City to coordinate and execute a successful petition drive, ensuring compliance with legal requirements.

5. City Council and Ballot Process Support
Consultant shall prepare all necessary materials and correspondence for City Council hearings and the ballot process. Consultant shall attend and participate in City Council Packet Page. 998
18 meetings and ballot process meetings as required. Consultant shall also manage and support the successful approval of the ballot initiative by coordinating with stakeholders and City officials throughout the process.

SCHEDULE OF CHARGES AND PAYMENTS:

Payment shall be made to Consultant at a fixed rate of $7,500 per month for nine (9) months. If the contract begins mid-month, the date of contract signature shall serve as the first day of the month for payment purposes.
• A start-up fee of ten percent (10%) of project costs, $6,750, will be due and payable upon execution of an agreement for services between Consultant and the City. • The amount of the start-up fee will be deducted from the final invoice, which will also be adjusted to account for the total contract price.

In addition to professional fees, Consultant shall be reimbursed for pre-approved expenses, subject to the limitations outlined below.

Estimated expenses of $6,000 shall cover the costs related to telephone charges, postage, photocopying, travel, and other extraordinary expenses as pre-approved by the City. The final invoice shall reflect deductions for any unused portion of the estimated expenses, and adjustments shall be made to ensure total contract costs do not exceed the agreed-upon amount.

Consultant shall submit monthly itemized invoices detailing the fees and expenses incurred. The total contract amount, including fees and expenses, shall not exceed $74,500.

DESCRIPTION RATE TOTAL COST
Professional Fees $7,500/month
(9 months) $67,500
Estimated Expenses (Engineer’s Report, Ballot Mailing,
etc) Pre-approved, up to $7,000
Total Contract Amount (Not to Exceed) $74,500
[CONTINUED ON FOLLOWING PAGE]
Packet Page. 999
19 SCHEDULE OF SERVICES
The following schedule outlines the anticipated timeline for the completion of key tasks under this Agreement. Consultant shall perform all services in a timely and professional manner, ensuring that deliverables are provided in accordance with applicable laws, regulations, and City requirements. The timeline may be adjusted as necessary upon mutual agreement between the City and Consultant.

TASK COMPLETION TIMELINE
Initiate project Month 1
Develop Steering Committee Month 1
Compile PBID data & ownership landscape Month 1
Develop budget & assessment methodology Month 2
Ongoing Stakeholder Engagement Month 2 – 8
Optional: Property owner survey / Intercept survey Month 3 Draft & Finalize Management District Plan +
Engineer’s Report Month 3 – 4
Petition drive Month 4 – 6
City Council – Resolution of Intention Month 7
Mail
Ballot / Notice of Public Hearing Month 7
Ballot drive / monitor ballots Month 8 – 9
City Council – Public Hearing & Resolution of
Formation Month 9
Deadline to complete PBID formation in order to have
assessment on property tax rolls July 2027
PBID begins collecting assessment January 1, 2028
Packet Page. 1000

DOWNTOWN SAN BERNARDINO

PROPERTY & BUSINESS IMPROVEMENT

DISTRICT FORMATION
City of San Bernardino
March 19, 2026
Packet Page. 1001
Dear Ms. Machuca and Ms. Castro,
I am pleased to present to you our enclosed proposal for the formation of the Downtown San Bernardino Property and Business Improvement District (“DSBPBID”). Civitas has been forming and renewing Property and Business Improvement Districts ("PBIDs") since the Property and Business Improvement District Law of 1994 ("'94 Law") was established, and will provide expert advice and guidance throughout the project.

During our recent conversation, you expressed stakeholders remain engaged from the 2022 Feasibility Study and support remains intact. With continued property owner support, the City of San Bernardino has an exciting opportunity to pursue the DSBPBID formation.

We are excited to continue work with the City of San Bernardino, property owners, and stakeholders on the formation of the DSBPBID. Our process is designed to continue to secure significant support for the project while complying with applicable laws. In concert with the City of San Bernardino (“CSB”), City officials, and stakeholders, the Civitas team will guide an owner outreach program to successfully form a PBID for the Downtown San Bernardino area. Civitas will draft all required documents for a successful formation, guide stakeholders in a successful petition and ballot drive, and assist with the hearing and ballot process.

Thank you for the opportunity to submit this proposal. We look forward to continuing our work with you on this exciting project.

Best Regards,
Civitas | City of San Bernardino 1
Kelly Rankin
Senior Project Manager & Director of Team Engagement
Packet Page. 1002

THE OPPORTUNITY
Civitas | City of San Bernardino 2
Based on feedback from the Downtown San Bernardino community during the 2022 Feasibility Study, the PBID would focus on activities and improvements such as: providing clean and safe programs, capital improvements, and providing a unified voice for owners to represent the needs of the community.

The '94 Law empowers private property owners to work with local government officials and establish higher levels of services. Those services are specifically tailored to the needs of the area, and dedicated solely to improving the physical environment of the District, benefiting property owners.

Hundreds of property owners in commercial and industrial areas throughout the state have used the '94 Law to create a stable funding source for much needed activities and improvements. As with many downtowns and commercial areas, there is a greater need for services in the City of San Bernardino than can be provided with limited government funds. Without an investment from the private sector, property owners may find themselves at a competitive disadvantage to other areas. The proposed DSBPBID can address this gap and provide owners and businesses a well-managed, inviting atmosphere for conducting business.

Packet Page. 1003
Step 1
Initiation & Infrastructure
Civitas will work with CSB, property owners, and
City staff to define their respective roles in the
formation process. During this step, Civitas will
also begin developing and refining the project
database, including property ownership data,
assessment scenarios, and boundary maps.

Civitas will provide ongoing technical support
throughout the DSBPBID formation process.

Civitas | City of San Bernardino 3
Consensus Building & Education
Civitas will lead outreach efforts to connect
with property owners and build support for the
DSBPBID. Working in close coordination with
CSB, key property owners, and stakeholders,
Civitas will develop a comprehensive project
framework that includes forming a steering
committee to serve as the project's leadership
body. Civitas will provide strategic guidance to
ensure the committee is well-positioned to
socialize the DSBPBID formation across the
community.

Document Preparation & Revision
Civitas will draft all required legal documents
for the DSBPBID formation, including the
Management District Plan, resolutions, staff
reports, petition, and ballot. Civitas will work
with the steering committee and City staff to
review and refine these documents as needed
to ensure stakeholder alignment. Civitas will
not prepare the required engineer's report but
can recommend a qualified engineer to do so.

Petition & Ballot Preparation

SCOPE OF SERVICES & SCHEDULE
Civitas will prepare all petition and ballot materials and advise on the design of an effective petition and ballot strategy. In close coordination with the steering committee, Civitas will help identify high-priority stakeholders and assign petition circulation roles.

Civitas will also provide ongoing support, messaging guidance, and tracking tools to ensure the necessary thresholds are met. As needed, Civitas will update petitions and ballots to reflect changes in property ownership and may coordinate the printing and mailing of ballots with a mailing house.

Step 2 Step 3
Step 4 Step 5
City Council Meetings & Ballot Process
Civitas will support the steering committee and City staff throughout the public approval process, including the ballot process required by Proposition 218. Civitas may attend hearings and will prepare the necessary materials to complete a successful ballot process. Civitas will also coordinate with the City Attorney's office and City Clerk to ensure procedural compliance and timely advancement of the formation process.

Packet Page. 1004
At Civitas, we specialize in igniting local
economies, creating jobs and establishing
stable funding for destination promotions
and downtown improvements throughout
the United States. With more than 20
years of experience, we provide expertise
in all aspects of forming, modifying, and
renewing improvement districts. With
offices in Sacramento, Los Angeles, and
New York, our team of professionals has
guided over 150 districts through the
formation, modification or renewal
process. With its deep experience and
expertise, Civitas has been commissioned
by the U.S. Travel Association to conduct
nationwide studies.

Civitas also provides research, consulting,
and district formation services to
destinations located around the world,
including Canada, South America, Europe,
and Asia. We have also worked in Japan,
where Civitas clients include Nomura
Research Institute, Japan Area-Based
Management Organization Network,
Japan Travel Bureau, and Setouchi
Tourism Authority. For its groundbreaking
work, Civitas has been featured in
publications such as Forbes and Skift.

CIVITAS - PBID CONSULTANT TEAM
Civitas | City of San Bernardino 4
Kelly Rankin
Senior Project Manager &
Director of Team Engagement
Mr. Lambeth specializes in creation and operation of improvement districts.

He is a special districts attorney and was the primary author of the Property and Business Improvement District Law of 1994. He assisted with creation of the first property-based business improvement district in California. He is an expert in all aspects of improvement district formation, including outreach to property owners, plan development, and petition and ballot campaigns. He formerly served as clerk to the Honorable Malcolm M. Lucas, Chief Justice of the California Supreme Court.

Select Relevant Management Experience:
- Main Street Oceanside PBID Formation
- North Park MAD Formation
- Sacramento Downtown Partnership PBID Renewal
- San Diego PBID Renewal
- Sunrise PBID Renewal
Ms. Rankin is Civitas' Project Manager in Los Angeles. Kelly joined the Civitas team in 2018. Prior to Civitas, Kelly attended California State University, Fresno where she earned her bachelor's degree in Advertising.

She started her career in the travel industry, then continued on in television advertising sales in New York City. Upon her return to California five years later, she joined the Civitas team with experience in operations, client relations, and media expertise.

Select Relevant Management Experience::
- Downtown Morgan Hill PBID Formation
- Downtown Fresno Renewal
- Downtown Richmond PBID Renewal
- Arden-Arcade PBID Formation
- Oceanside PBID Renewal
John Lambeth
Founder & CEO
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Civitas | City of San Bernardino 5
Sean Pratt
GIS & Database Specialist
Mr. Pratt specializes in creating, updating, and managing property owner information databases. He earned a Bachelor of Arts degree at UC Davis. He began his GIS career while working for UC Davis Plant Sciences, and earned an Associate degree at American River College in GIS. He volunteers at the UCD Medical Center researching new ways to identify regions of California’s at-risk teen population using GIS to do spatial analysis. He has a track record of building accurate PBID databases and maps for the last eight (8) years.

Select Relevant Support Experience:
- Carmichael PBID Renewal
- Downtown Fresno PBID Renewal
- Power Inn Sacramento PBID Renewal
- Alum Rock PBID Formation
- Arden - Arcade PBID Formation
- Sunrise Market Place PBID Renewal
- Stockton Blvd PBID Renewal
- Franklin Blvd PBID Renewal
- Watt Avenue PBID Renewal
- 16th Street Midtown Sacramento PBID Formation
Madison Deschamps
Senior Legal Analyst
Ms. Deschamps is a graduate of the University of California, Davis, where she earned her bachelor’s Degree in Political Science as well as a minor degree in Women’s Studies. Her coursework emphasized American Politics and Institutions, and she followed her academic experiences centered around policy and legislation with an internship at the California State Assembly. She joins Civitas following professional experiences in the legal field, administrative work, as well as membership in on-campus organizations that fostered her passion for community development.

Select Relevant Support Experience:
- Carmichael PBID Renewal
- Franklin Blvd PBID Renewal
- Power Inn PBID Renewal
- Stockton Blvd PBID Renewal
- Watt Avenue PBID Renewal
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INVESTMENT PROVISIONS
Description Price
Professional Fees $67,500
Additional Expense Not Included: Engineer's
Report
$5,000
Additional Expense Not Included: Ballot
Mailing
$2,000
Total $74,500
Investment
CSB's investment for professional fees for the scope of services described herein shall be $67,500.

CSB’s investment includes three (3) trips to meet with the key stakeholders, local government officials, or to attend City Council meetings. If additional trips are necessary, we would be happy to make additional trips for a professional fee of $1,500 per trip, plus expenses. This proposal is based on the understanding that the CSB and stakeholders will provide assistance and time needed to facilitate the process on the local level, including time devoted to outreach meetings, and gathering support and signed petitions and ballots from businesses.

Expenses
CSB will be responsible for all costs and expenses in addition to the professional fees. Ordinary costs and expenses, including telephone charges, postage, and photocopying will be billed at four percent (4%) of professional fees. Other costs, such as travel, overnight shipping, bulk mailing and printing costs (over 100 pages) shall be billed at Civitas’ actual cost.

Civitas' fees and costs do not include the cost to mail ballots, however we can coordinate the ballot mailing and bill at the actual cost, which may range from $1,500 - $2,000.

Civitas’ fees and costs do not include the cost of a professional engineer to prepare the required engineer’s report; however, we can recommend an engineer to prepare the report whose fees typically range from $4,500 - $5,000.

An intercept survey may also be necessary; we can recommend firms to assist with the intercept survey.

Civitas | City of San Bernardino 6
Billing
Civitas proposes a fixed monthly fee of $7,500 per month for nine (9) months, plus expenses. A start-up fee of ten percent (10%) of project costs, $6,750, will be due and payable upon execution of an agreement for services between Civitas and the CSB. The amount of the start-up fee will be deducted from the final invoice, which will also be adjusted to account for the total contract price. Civitas will send the CSB a monthly invoice for the fees and costs incurred. Invoices will include the fixed professional fee and expenses. The basis of calculation or other methods of determining expenses will be clearly identified by item and amount.

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INVESTMENT PROVISIONS
Cost Assumptions and Guidelines
We have projected a specific amount of time for the DSBPBID formation. It is assumed that the project will not exceed the budgeted amount of time. If unanticipated matters result in additional time beyond that which has been projected, we would continue billing professional fees of $7,500 per month, plus expenses, for the project duration. Factors that could increase the scope of work and estimated costs outlined above include additional meetings not described in this proposal, analysis of additional issues above those described in this proposal, or a lack of steering committee and property owner involvement in the project.

When Civitas' services conclude, all unpaid charges will immediately become due and payable. In the event the project is completed before the nine (9) month time frame, the CSB will only be invoiced for the professional fees corresponding to the months worked, with payment due within thirty (30) days of project completion. If the project is completed prior to the nine (9) month time frame, the remaining balance of professional fees will be due and payable within thirty (30) days of project completion.

As you know, there are many unknown variables in a project of this nature. Although we would work diligently to form the DSBPBID, factors outside Civitas and the CSB's control could delay or thwart even the best-developed plans. We will work to minimize risks and complete the project at the earliest possible date.

The pricing and scope outlined in this agreement will expire upon sixty (60) days post delivery of this proposal.

Civitas | City of San Bernardino 7
Property Information
The database for this project will rely on information from local government sources. While Civitas will do its utmost to identify and correct any errors, it is acknowledged that data from local government sources may contain errors. We recommend CSB continue to pursue data correction strategies during and after renewal, including mailings and error checking by local officials.

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PROPERTY AND BUSINESS

IMPROVEMENT DISTRICT FORMATION

FEASIBILITY STUDY
January 2023

DOWNTOWN SAN

BERNARDINO, CA
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PAGE 9

DSBPBID BOUNDARIES

TABLE OF CONTENTS

EXECUTIVE SUMMARY
PAGE 1
PAGE 14
PAGE 2

BACKGROUND

METHODOLOGY
PAGE 3

CONCLUSION & NEXT STEPS
PAGE 10

TIMELINE
PAGE 13
PAGE 14
PAGE 13

ABOUT CIVITAS
PAGE 17
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HOME RULE AUTHORITY
The purpose of this study is to determine the need for ser vices and the feasibility of establishing a property business improvement district (PBID) to provide needed ser vices within the Downtown San Bernardino area. With over one hundred PBIDs throughout California, PBIDs have become a popular means of generating stable funding for additional, needed ser vices. A PBID in Downtown San Bernardino would provide the resour ces to maintain and improve the physical environment, recruit businesses, and potentially increase property values. Formation of a PBID will provide funding for essential ser vices necessar y to meet Downtown San Bernardino?s needs.

Civitas, in conjunction with the City of San Bernardino, and a Steering Committee led by property owner s within the proposed PBID boundaries, has wor ked diligently with property owner s to determine what concerns they have regarding the long-term prosperity of Downtown San Bernardino and the ser vices that are needed to improve the area. Outreach has taken place in the form of open houses with the property owner s within the proposed PBID boundaries.

EXECUTIVE SUMMARY
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HOME RULE AUTHORITY
In recent months, the City of San Bernardino and property owner s have been in discussions about forming a PBID to finance additional ser vices in the area. Funds were allocated by the City of San Bernardino to hire Civitas to examine the needs of the area and subsequently draft a Feasibility Study gauging property owner support. Should the City of San Bernardino decide to move for ward with PBID formation, Civitas will provide a proposal and assist with the formation process. This report is a summar y of stakeholder meetings and the fir st steps in the Downtown San Bernardino Property and Business Improvement District (DSBPBID) formation process.

BACKGROUND
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HOME RULE AUTHORITY
Several methods were used to gather information:
- The City of San Bernardino funded the hiring of Civitas as its consultant, to assist in the DSBPBID feasibility process;
- The project Steering Committee was formed by fellow property owner s. The Committee is led by property owner s proposed to be assessed in the potential DSBPBID; - In December 2022, a virtual open house was hosted within the proposed boundaries, in which property owner s, stakeholder s, and City staff attended to show support or provide feedback;
- Analysis of the proposed boundaries were discussed by the Steering Committee; - Ongoing Steering Committee meetings have been conducted to develop the DSBPBID parameter s;
- A detailed Ser vice Plan was created to illustrate the proposed district parameter s including budget, ser vices and boundaries;
- In Februar y 2023, an in-per son open house is scheduled to further discuss DSBPBID efforts and receive feedback from property owner s, stakeholder s and the business community.

METHODOLOGY
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Term
If the formation process were to begin no later than July 2023, the DSBPBID could have a five (5) year life beginning Januar y 1, 2025, through December 31, 2029. After the five (5) year term, the DSBPBID may be renewed again for up to ten (10) year s if property owner s support continuing the programs.

Assessment Rate
Par cels are assessed based on par cel size. To determine a par cel?s assessment, the applicable square footage is applied to the par cels within the DSBPBID. The assessment rates may be $0.015 per square foot for Commer cial par cels, $0.0125 per square foot for Vacant par cels, and $0.005 per square foot for Tax-Exempt par cels. An annual assessment increase may also be authorized in the documents forming the DSBPBID in order to enable the governing body of the DSBPBID to increase the assessment rate, within certain parameter s, over the life of the DSBPBID.

Potential Budget
The budgets below are examples of how funds could be allocated in the initial year of the DSBPBID. Budget categories may require adjustments up or down to continue the intended level of ser vices.
4 Ser vi ce % Annual Budget
Clean & Safe 70% $210,874.53
Capital Improvements 15% $45,187.40
Administration 10% $30,124.93
Contingency/Reser ve 3% $9,037.48
Collection Fee 2% $6,024.99
TOTAL 100% $301,249.33
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Potential Ser vices
Through outreach efforts, Civitas, the City of San Bernardino, and the Steering Committee received feedback on the desired ser vices to be funded by the DSBPBID.

The following is a list of proposed DSBPBID ser vices and parameter s that have derived from outreach efforts:

Clean & Safe
Safety and security ser vices may include dedicated patrols by off-duty officer s of the City of San Bernardino Police Department or supplemental private security patrols.

The patrol will seek to ser ve as both a deterrent by creating a visible presence, and a respondent to incidences that occur. The goal of the program is to increase usability of assessed par cels and address issues which discourage property owner s, tenants, and customer s from visiting assessed par cels, ultimately constituting and providing unique, special benefits to assessed par cels. These ser vices may include, but are not limited to:
- Partner ships with local law enfor cement to provide property and business owner s direct communication with local law enfor cement; - A safety and patrol program to deter and report illegal street vending, illegal dumping, and street code violations. This program will address a myriad of quality-of-life problems including public intoxication, panhandling, loitering, trespassing, and scavenging;
- A safety program may be implemented to improve day and evening safety in the DSBPBID by controlling vagrancy, property damage, encampment, and petty crimes;
- Navigator homeless outreach teams and guides may be deployed throughout the DSBPBID;
- Support crime prevention on assessed par cels by wor king closely with local law enfor cement; and
- Respond and wor k to reduce nuisance behavior s which can deter tenants and customer s on assessed par cels.

The Clean program will make the DSBPBID cleaner, more accessible, and more attractive to potential tenants and customer s, and a safer place to do business. A regular schedule will be established for most of the maintenance ser vices. Some maintenance ser vices will be provided on an as-needed basis, while other s will be provided on a regular basis. Maintenance ser vices may include, but are not limited to:
- Installation of decorative lights;
- Regular litter removal ser vices, including garbage, debris, and leaves; - Removal of bulky items and street sweeping ser vices; - On-demand graffiti removal ser vices;
- Pressure washing sidewalks adjacent to assessed properties on an as needed basis; and
- Maintenance of landscaping, including the trimming and planting of trees and flower s.
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Potential Services (continued)
Capital Im pr ovem ent s
The Capital Improvements program may use a multi-faceted approach to the planning, design and management of public spaces in the DSBPBID. District funds will be leveraged to create a unique sense of place, which may include wayfinding signage, seasonal banner s and lighting, and other public space improvements.

Capital improvements will be funded to make the DSBPBID more accessible, inviting, and useable. Small scale improvements may include bus benches, landscaping features, trash receptacles, and art installations and/or removal of concrete benches and raised planter s; these funds may also be leveraged to seek additional money for large-scale projects. In order to pay for large-scale improvements, this portion of the budget may be held in reser ve until such time as the balance is sufficient to pay for the improvement.

Adm ini str ation
The administration portion of the budget will be utilized for administrative costs associated with providing the activities and improvements for the DSBPBID. These costs may include rent, telephone charges, legal fees, accounting fees, postage, administrative staff, insurance, and other general office expenses.

Contingency/Reser ve
The budget also includes a prudent fiscal reser ve. Changes in data, lower than anticipated collections, higher than expected program costs, and other issues may change the revenue and expenses. In order to buffer the organization for unexpected changes in revenue, and/or allow the Owner s?Association to fund other overhead or renewal costs, the reser ve is included as a budget item. Should contingency funds remain at the expiration of the DSBPBID, and property owner s wish to renew the DSBPBID, the remaining funds may be used for the costs of renewal.

Management
A new nonprofit corporation 501©6, yet to be named, will be formed to ser ve as the Owner s?Association to provide improvements and activities for the DSBPBID. The City of San Bernardino will enter into a contract with the non-profit corporation regarding the provision of improvements and ser vices for the DSBPBID.

Property owner s paying the assessment will sit on the Owner s?Association?s Board of Director s and have the ability to determine how funds are spent within the designated programs. That non-profit corporation must provide an annual report on activities and expenditures to the City, which is also available to property owner s. 8 Packet Page. 1016

PROPOSED BOUNDARIES
The proposed DSBPBID boundaries are illustrated by the map below:

DSBPBID BOUNDARIES
9 Packet Page. 1017
10 CONCLUSION & NEXT STEPS
It is in the best interest of the property owner s within the proposed boundaries and the City of San Bernardino to pur sue the formation of the DSBPBID. The proposed district has a solid foundation of support by property owner s and key stakeholder s. The currently proposed structure has the City of San Bernardino as the largest paying property owner.

Given the City?s support, a successful PBID formation is ver y likely. Further, it is crucial for the City of San Bernardino and the Steering Committee to secure the County of San Bernardino?s support as County-owned properties are currently proposed to be in the DSBPBID. Steering Committee member s that have participated in the open houses and in one-on-one meetings have identified specific additional activities and improvements that the proposed DSBPBID can provide.

Civitas recommends that the City of San Bernardino continues its efforts to forming the proposed DSBPBID to provide additional activities and improvements within the proposed DSBPBID. Formation of the DSBPBID will also result in the establishment of a strong, private sector non-profit organization with a dependable financial core. The proposed DSBPBID will provide the resour ces, leader ship, and the long-term vision Downtown San Bernardino needs to enhance its atmosphere and increase commer cial activity within the DSBPBID for assessed property owner s within the boundaries.

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If the DSBPBID project moves for ward as recommended, the proposed PBID will be formed pur suant to the Property and Business Improvement District Law of 1994.

The following steps must be taken in order to form a PBID in Downtown San Bernardino:

1. CREATION OF FORMATION RESOURCES
The beginning of any successful formation process is the development of the project's infrastructure. The parameter s of the project must be outlined to provide clear objectives and assignments to the appropriate parties. The Steering Committee formed during the feasibility phase will continue to lead the project's education and outreach program in order to maintain and enhance the requisite support for the project.

2. BUDGET CONFIRMATION
Civitas will wor k with the Steering Committee to ensure that the appropriate properties have been identified and compiled into a database. The Steering Committee may adjust the assessment scenarios or budget determined during the feasibility phase, which will then need to be confirmed by the City.

3. OWNER OUTREACH & EDUCATION
Owner outreach and education is a critical component of the formation process.

Civitas will wor k with the Steering Committee to continue an effective outreach and education program. The program will include educating City staff and property owner s within the boundaries of the DSBPBID, as well as seeking their input on strategies for formation and DSBPBID parameter s.

4. DISTRICT PLAN & ENGINEER?SREPORT DEVELOPMENT
As parameter s for the DSBPBID are being solidified during the outreach process, Civitas will draft the required documents for DSBPBID formation. The Ser vice Plan drafted by Civitas in collaboration with the Steering Committee will eventually become the basis for the Management District Plan (Plan). Once district parameter s have been finalized, the Plan and a sample petition will be drafted. The Plan and sample petition will undergo a review process by the Steering Committee and City staff. Civitas will make final edits to the Plan and petition. The Plan will also include an Engineer?s Report. The California Constitution provides that only special benefits are assessable and requires that an Engineer separate the general benefits from the special benefits conferred on a par cel in an assessment district. The Engineer must ensure special benefits are truly particular and distinct, and fairly appointed among the assessed par cels, therefore the Engineer must quantify special and general benefits conferred on par cels and the public-at-large due to activities and improvements provided by an assessment district. Finally, the resolutions and notice needed for the hearing process will be drafted and sent to City staff for review during this step.
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5. PETITION DRIVE
Before the hearing process can begin, a successful petition drive must be completed.

Property owner s representing over fifty per cent (50%) of the total assessments to be paid must submit petitions in favor of DSBPBID formation to complete the petition drive. This step includes identifying key property owner s and collecting signed petitions. This process is led by the Steering Committee, whose outreach efforts prior to the petition process have primed the support needed to complete the petition drive. Civitas will assist the City staff to act as a monitor of the petition support threshold.

6. INITIAL HEARING
The initial hearing, referred to as the Resolution of Intention (ROI), is the fir st hearing held by the San Bernardino City Council regarding DSBPBID formation.

Civitas will wor k with City staff to prepare for the ROI and provide the necessar y documents to complete this step.

7. NOTICE/PROPOSITION 218 BALLOT & PROTEST PERIOD
Shortly following the adoption of the ROI, a mailed notice and assessment ballot must be sent to all property owner s proposed to be assessed. Civitas will draft the notice and assessment ballot and wor k with City staff to mail the notice to property owner s.

Mailing of the notice starts the mandator y forty-five (45) day window which must occur before the public hearing may be held. During the time between the mailed notice and assessment ballot and the close of the public hearing, property owner s in opposition to the DSBPBID may submit protests against formation of the DSBPBID. If property owner s representing over fifty per cent (50%) of the total assessments to be paid protest formation of the DSBPBID, the DSBPBID shall not be formed.

8. FINAL PUBLIC HEARING & BALLOT COUNT
The public hearing, or Resolution of Formation (ROF), is the final step in the DSBPBID formation process. The San Bernardino City Council must hold the public hearing and allow for public comment and shall direct tabulation of assessment ballots submitted and not withdrawn to determine whether there is a majority protest against the assessment. If there is no majority protest by property owner s, the City Council may adopt the ROF levying the DSBPBID assessments and forming the DSBPBID.

If formed, the assessment will be collected by the County of San Bernadino in conjunction with property taxes. In order for the assessment to be on the property tax bill per the County?s billing system, the formation process must be completed no later than July 31st for the PBID to begin Januar y of the upcoming calendar year. 12 Packet Page. 1020
The following timeline is a sample timeline of a PBID formation based on similar projects.

APPENDIX I: FORMATION PROCESS

TIMELINE
Action
Continue Outreach to Stakeholder s and property owner s to finalize district parameter s
Februar y 2023
Finalize District Parameter s Februar y 2023
Develop initial dr aft Managem ent Di str i ct Plan (MDP) Mar ch 2023 Steering Committee review of MDP; ongoing April 2023
Submit draft MDP and Petition to City staff; ongoing review May 2023 Final MDP approved by City staff June 2023
Submit Final MDP to Engineer; draft Engineer?s Report June 2023 Submit Final MDP + Engineer?s Report to City staff; ongoing review June 2023 Final MDP + Engineer?s Report and Petition approved by City staff June 2023 Pr oper t y owner m eetings: Petition dr ive July 2023 - August 2023 Submit resolution to City for Authorization to sign Petition/Ballot July 2023 Cit y Counci l ?Authorize City Manager to sign Petition and Ballot for City-owned par cels
July 2023
Boar d of Super vi sor s ? Authorize CAO to sign Petition and Ballot for County-owned par cels
July 2023
Submit draft resolutions and Ballot package to City staff August 2023 Final resolutions and Ballot package approved by City staff August 2023 Submit Petitions totaling over 50% of assessment to City staff August 2023 Cit y Counci l ? Initial Hear ing
- Resolution of Intention to Form
September 2023
Notice
- Mail Ballot/Notice of Public Hearing
September 2023
Cit y Counci l - Publ i c Hear ing
- Adopt Resolution of Formation & Tabulate Ballots
November 2023
Deadline to complete District Formation July 2024
District begins collecting assessment JPacket Page. 1021 anuar y 2025 14 At Civitas, we specialize in igniting local economies, creating jobs and establishing stable funding for destination promotions and downtown improvements throughout the United States. With more than 20 year s of experience, we provide expertise in all aspects of forming, modifying, and renewing improvement districts. With offices in Sacramento, Los Angeles, and New Yor k, our team of professionals has guided over 150 districts through the formation, modification or renewal process. With its deep experience and expertise, Civitas has been commissioned by the U.S. Travel Association to conduct nationwide studies.

PROJECT MANAGER:

Kelly Rankin, Project Manager
krankin@civitasadvisor s.com
916.436.5323

ABOUT CIVITAS
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1102 Cor por ate Way Ste 140, Sacr am ento, CA 95831
800.999.7781 | civitasadvi sor s.com
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Downtown San Bernardino Property and
Business Improvement District (PBID)
Formation
Presented by: Eric Levitt, City Manager
Luis Portillo, Director of Economic Development Department Jennifer Machuca, Economic Development Senior Management Analyst Packet Page. 1024
Background
What is a Property and Business Improvement District (PBID)? • Property-owner funded district.
• Funds are used to enhance services within the district beyond City baseline. • Assessments are collected on property tax bills.
• Managed by nonprofit organization and funds allocated to the agreed upon services defined in the PBID.
• Over 100 PBIDs operating in California.

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Background
Downtown PBID Background
- Property owner interest initiated
- Feasibility study conducted by Civitas
- Stakeholder outreach and public
meetings completed
2022
Feasibility study finalized
• Defind boundaries
• Established budget
• Identified service framework
January 2023
- Staff presented City Council
information regarding the PBID
initiative at a Strategic Initiatives
Workshop
June 2023
- City Council directed staff to proceed
with next steps
September 2023
-City Council adopted Reso 2023-144,
approving $39,000 for Phase II
Formation process
October 2023
- Organizational leadership and staffing
changes delayed progression of the
project following Councils Oct 2023
approval.

Delays
- Bring forward for consideration the
resolution to allocate funding to
execute the PSA with Civitas, and to
engage in the Phase II Formation
process.

Next Steps
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Downtown San Bernardino
Property & Business Improvement District
Feasibility Findings & Next Steps for Formation
Presented to the San Bernardino City Council | July 15, 2026 Kelly Rankin, Senior Project Manager & Director of Team Engagement, Civitas Packet Page. 1027

A G E N D A
Tonight's Discussion
1 What a PBID is
How property owners across California fund
enhanced downtown services
2 What the feasibility study found
Findings from the 2022–2023 study funded
by the City
3 Where support stands today
Why Downtown San Bernardino is
positioned to move forward now
4 The formation process
A nine-month path to a formed district
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T H E B A S I C S
What Is a PBID?
A PBID is a stable, owner-controlled funding source for improvements and services within a defined commercial area. Property owners assess themselves, and every dollar is spent inside the district on services that benefit the assessed parcels.

Owner funded
Owners pay an assessment that stays
downtown, funding services above
and beyond what the City provides
Owner governed
Owners petition for the district,
vote on it, and sit on the board that
directs spending
Defined term
Formed for up to 5 years initially;
continuing beyond that requires
owner approval again
Authorized by the Property and Business Improvement District Law of 1994 (Streets & Highways Code §36600 et seq.). More than 100 PBIDs operate across California today. Packet Page. 1029

T H E M E C H A N I C S
How a PBID Works
1 Owners pay an
assessment
Each parcel pays its proportional
share based on the adopted
methodology
2 The County collects it
The assessment appears on the
regular property tax bill
3 A nonprofit delivers
services
An Owners' Association governed
by assessed property owners
manages the budget and programs
Accountability is built in
Assessed owners sit on the Owners’ Association's board and decide how funds are spent. The Association contracts with the City and submits an annual report on activities and expenditures. The Association must spend assessment funds in accordance with the Management District Plan and is subject to Brown Act and Public Records Request Act.

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S E R V I C E S
What PBIDs Fund
Clean
Litter and bulky item removal, pressure washing, graffiti abatement, landscaping
Safe
Visible safety patrols, homeless outreach navigators, nuisance response
Capital improvements
Wayfinding signage, lighting, banners, placemaking and public space upgrades
A unified voice
One organization representing downtown owners' priorities

P R O V E N R E S U L T S
Watt Avenue PBID,
Sacramento County
30%
reduction in major crime
25%
reduction in burglary
Every service must confer special benefit on the assessed parcels that pay for it. Packet Page. 1031 2022 – 2023
The Feasibility Study: What We Did
The City funded Civitas to test whether a downtown PBID could succeed. The study was built on direct engagement with the owners who would pay the assessment.

Steering committee
Led by downtown property owners proposed to
be assessed, meeting throughout the study
Open house
Virtual open house in December 2022
Boundary & data analysis
Parcel-by-parcel review of the proposed district
with the committee
Service plan
A detailed plan of proposed services, budget,
and boundaries shaped by owner feedback
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F I N D I N G S
What the Study Found
A solid foundation of support
Owners and key stakeholders engaged through an open house and one-on-one meetings supported moving forward
Clean & safe is the top priority
Owner feedback consistently pointed to cleanliness, safety, and capital improvements
The City is the largest payer
City-owned parcels would carry the largest single share of the assessment
County & SoCalGas participation matters
Securing the County and SoCalGas’ support for its downtown parcels is a key step in formation
Proposed boundaries (2023 study) Bottom line: formation is feasible, and Civitas recommended the City proceed. Packet Page. 1033

F I N D I N G S
Proposed District Framework
Assessment rates (per parcel sq. ft.)
Commercial parcels $0.0150
Vacant parcels $0.0125
Tax-exempt parcels $0.0050
Initial term: up to 5 years, then renewable only
with owner approval
$301K estimated initial annual
budget
Clean & Safe (70%)
Capital Improvements
(15%)
Administration (10%)
Contingency/Reserve
(3%)
Collection Fee (2%)
How the budget would be allocated
Figures reflect the 2023 feasibility study. All parameters will be refreshed and confirmed with property owners during formation.

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W H Y N O W
Ready to Move Forward
Stakeholders are still engaged
Stakeholders who shaped the study continue to support a downtown PBID
The groundwork is done
Boundaries, services, and budget scenarios from the study give formation a running start
Data will be refreshed
Ownership records are rebuilt from current County Assessor data, and support is re-confirmed owner by owner
Timing matters
Completing formation by July 2027 places assessments on the 2027– 28 tax roll, funding services beginning January 2028
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T H E P A T H F O R W A R D
The Formation Process: 9 Months
M O N T H S 1 – 2
Launch & data refresh
Re-convene the steering committee;
rebuild the parcel and ownership
database
M O N T H S 3 – 4
Plan & Engineer's Report
Draft the Management District Plan;
independent engineer documents
special benefit
M O N T H S 4 – 6
Petition drive
Owners who will pay more than 50% of
assessments must sign petitions in
support
M O N T H 7
Resolution of Intention
Council adopts the ROI; ballots and
hearing notice are mailed to every
owner
M O N T H S 7 – 9
45-day ballot period
Owners cast assessment ballots under
Proposition 218, weighted by what
each pays
M O N T H 9
Hearing & formation
Council holds the public hearing,
tabulates ballots, and may adopt the
Resolution of Formation
Owner approval is built in twice: the petition threshold and a weighted Proposition 218 ballot. A majority protest means the district is not formed. Packet Page. 1036

T I M E L I N E
Key Dates
JUL 2026
Contract approved, project
launches
EARLY 2027
Petition drive, then
Resolution of Intention
SPRING 2027
45-day ballot, public
hearing, formation vote
JUL 2027
Deadline to reach the 2027–
28 tax roll
JAN 2028
Collection begins, services
launch downtown
Formation must be complete by July 2027 for the County to place assessments on the property tax roll.

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Discussion
9-Month PBID
Formation Timeline
starting after
resolution approval
and execution of
the PSA.

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Fiscal Impact
General Fund Impact
• $74,500
o $39,000 was previously allocated to Economic Development during FY 23/24 and relinquished as the project didn’t move forward at that time. o We are asking for the original $39,000 that was already approved and relinquished back to the General Fund, and the additional $35,500 difference to complete the project in FY 26/27.

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Conclusion
Staff Recommendation

1. It is recommended that the Mayor and City Council of the City of San Bernardino adopt Resolution No. 2026-XXX:
• Receive and file the oral presentation from Civitas Advisors Inc., on the Downtown San Bernardino Property and Business Improvement District (PBID) Formation Phase I Final Feasibility Study and Findings / Overview of the proposed Phase II Formation process; and
• Authorizing the City Manager, or designee, to execute the Professional Services Agreement (PSA) with Civitas Advisors Inc., for the Downtown San Bernardino Property and Business Improvement District (PBID) Formation Services Phase II in an amount notto-exceed $74,500 and, signing subsequent, necessary, and related documents to implement the PSA; and • Authorizing the Director of Finance and Management Services, or designee, to amend the FY 2026/27 Operating Budget in the amount of $74,500 for the Phase II Formation of the Downtown San Bernardino Property and Business Improvement District, and; moving the funds into Economic Development Department Professional Contractual Services; and • Authorizing the Director of Finance and Management Services, or designee, to issue a purchase order in the amount of $74,500 to Civitas Advisors, Inc.

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Questions?
Kelly Rankin
Senior Project Manager & Director of Team Engagement
[email protected] | (916) 437-4300 | civitasadvisors.com Packet Page. 1041

DISCUSSION
City of San Bernardino
Request for Council Action
Date: August 19, 2026
To: Honorable Mayor and City Council Members
From: Tarik Rahmani, Director of Finance
Department: Finance & Management Services Department
Subject: Shandin Hills Golf Club Management Agreement -Audit Status Update (Ward 5)
Recommendation:

It is recommended that the Mayor and City Council receive and file this status report on the independent, agreed-upon audit of the Shandin Hills Golf Club Management Agreement. If the City Council chooses to add scope to the audit staff can amend the scope of work.

City Manager's Comments
This item is intended to provide the City Council the current scope of work for the specific audit of the golf course. This also provides an opportunity for the City Council to amend the scope. The City has not been allocating funds for the golf course over the past recent years. At the conclusion of the audit, staff will bring back a budget appropriation and projected revenues. The City has fronted payroll over the last month in order to maintain operations. This will all be reconciled as part of the appropriation brought forward. In addition, there were informal agreements at the time of the contract to share equipment. This was discontinued in August and will only occur with written confirmation if it occurs. In addition, this has recently over the last 6 months taken on significant staff resources.

Executive Summary
The City owns Shandin Hills Golf Club. Local Golf Management, LLC (LGM) operates the course under a five-year Management Agreement effective June 1, 2023. The agreement places daily operations with LGM, while the City retains approval, funding, account-control, inspection, and audit rights.

Eadie & Payne LLP is conducting an agreed-upon audit procedures engagement for June 1, 2023 through May 31, 2026. This work is commonly called the Shandin Hills Packet Page. 1042
audit, but it is not a financial-statement audit. The auditor will perform the procedures selected by the City and report the factual results. The work is intended to give the City a verified record of course revenue and spending, bank activity, cash calls, management fees, required plans and reports, contract approvals, internal controls, and the status of the control matters reported in 2024. No preliminary exceptions or conclusions are presented in this staff report.

The May 20, 2026, engagement letter anticipated a report by the end of July. That date has passed. The accountant's current completion target is the second week of September. Staff is targeting the second regular meeting in September for the next public update. If the final report has not been issued by then, staff will report what remains open and the revised issuance date.

Background
On May 3, 2023, the City Council adopted Resolution No. 2023-058, approving Amendment No. 3 to the interim management agreement with CF Shandin Hills Arcis LLC. On May 17, 2023, the Council adopted Resolution No. 2023-063, approving the current Management Agreement with LGM. The current agreement took effect June 1, 2023, and runs through May 31, 2028, unless ended earlier under its terms or continued month-to-month by mutual agreement.

The agreement provides for a $180,000 annual management fee, paid at $15,000 per month and adjusted annually by the Consumer Price Index (CPI). LGM must operate under a City-approved Annual Plan, maintain the operating account required by Section 6.1.1, provide monthly and annual reports, notify the City of projected overruns, and maintain a five-year capital plan. Section 6.3 makes the City responsible for approved working capital and operating needs under the agreement and Annual Plans.

That funding responsibility is real, but it does not replace Council appropriation, an approved plan, or supporting records. Article 10 treats major capital improvements costing more than $25,000 separately and leaves them within the City's control and discretion.

The December 13, 2024, report covered selected activity from June 1, 2023, through June 30, 2024. It was a limited-scope examination, not a full financial audit. The report concluded that LGM followed the agreement in all material respects for the elements examined, and it identified four control matters: no City signer had been added to the operating account; merchant-processing statements were not reconciled to deposits; only one person had the safe combination and there was no backup access procedure; and inventory counts were not performed monthly. The present engagement includes procedures to determine the current status of those matters.

On August 16, 2023, the Council approved future consideration of a review of contracts for City-owned revenue-producing properties, including Shandin Hills. The current review follows that accountability objective and uses the independent-review right in Section 6.8 of the Management Agreement.

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Discussion
What the current review is designed to establish.

The City needs supportable records of the course's financial activity and of each party's performance under the 2023 agreement. The signed scope in the Eadie & Payne engagement letter for the current audit is broader than the work that was examined in the prior 2024 report. It is designed to answer four practical questions:
• Can course revenue be traced from point-of-sale records and merchant statements to bank deposits, the operating records, and the City's general ledger?
• Are purchases, payroll-related costs, management fees, cash calls, and other disbursements supported, correctly coded, approved, and permitted by the Management Agreement?
• Were the required bank-account controls, Annual Plans, monthly and annual reports, City approvals, insurance, licenses, capital plans, and overrun notices in place for the period reviewed?
• Have the four control matters reported in 2024 been corrected, and are the present controls operating as described?
The procedures include interviews and control walkthroughs, reconciliation of bank and accounting records, review of detailed revenue and expense data, tests of 40 sales transactions and 40 purchases, review of all cash calls in the period, and verification of specified contract requirements. The attached engagement letter is the authorized scope. Any material expansion should be put in writing with the additional procedures, fee, and schedule before the work proceeds.

Status and reporting discipline.

The engagement remains active. The auditor must complete the agreed procedures and document the factual results before issuing its report. Staff will not characterize work in process as a finding and will not ask the Council to act on an unverified conclusion. The final report will be provided to the Council when issued, together with staff's response and specific corrective actions where needed.

Bank-account authority and what Resolution No. 2026-121 accomplished.

The 2024 report stated that the City had not added a City signer to the Shandin Hills operating account. Section 6.1.1 requires the account to be in the City's name, at a City-approved institution, with signers approved by the City and LGM, and subject to City control, audit, and inspection.

On July 15, 2026, the Council adopted Resolution No. 2026-121. For the Shandin Hills operating accounts, the resolution authorized Bank of America as the depository and designated City officers to act as authorized signers. That action supplied the formal City authorization needed to address the signer gap. It did not, by itself, prove that the bank completed every account change, that the account title is correct, or that prior activity reconciles. Finance is confirming bank acceptance, account title, signer access, Packet Page. 1044
and the accounting reconciliation through the present review.

Department responsibility.

The City Manager has overall responsibility for administration of City contracts and direction of department heads under San Bernardino Municipal Code Section 2.02.060.

Within that structure, Economic Development is the lead department for administration of the LGM Management Agreement. Economic Development is responsible for the operating relationship, review of Annual Plans and required reports, coordination of City approvals, and preparation of the course operating and ordinary-maintenance forecast.

Finance and Management Services is responsible for the independent review, bank controls, reconciliation to City records, accounting treatment, funding-source review, and validation of any budget amendment. This division follows the functions assigned to Economic Development and Finance under Municipal Code Sections 2.83.020 and

2.10.030. It also keeps contract administration with the operating department while preserving an independent financial check.

Separate budget amendment after the records are complete.

No operating appropriation is requested with this status report. Staff will return with a separate budget amendment after the audit and reconciliation are complete and Economic Development has prepared a current operating and maintenance forecast through June 30, 2027. The final request must show the amount needed, the period it covers, the available funding source, and the records supporting the request.

The budget item will separate course operations, ordinary maintenance, the management fee, and major capital work. It will also reconcile actual cash, bank balances, unpaid obligations, revenue, and prior City funding. A recent cash call can establish an immediate need; it is not, by itself, a full-year budget. Completing the independent audit first will allow the Council to consider a supported amount instead of a temporary estimate and will avoid mixing operating costs with capital decisions reserved to the City under Article 10.

Strategic Goals and Priorities
This work supports Financial Stability and Operational Excellence. It establishes a reliable record, assigns responsibility clearly, and gives the Council a documented basis for corrective action and future funding decisions.

Fiscal Impact
No additional appropriation is requested with this item. The signed Eadie & Payne engagement is not to exceed $35,000. Section 6.8 of the Management Agreement treats the independent accountant's fees as an operating expense of the facility. Any additional operating, maintenance, or capital appropriation is not yet known and will be presented separately after the review, reconciliation, and current forecast are complete Conclusion
Packet Page. 1045
Staff recommends that the Council receive and file this status report. The present report states the approved scope, the work still to be completed, the current schedule, the effect and limits of the July bank resolution, and the departments responsible for the next steps. Staff will return at the second regular meeting in September with the final report if it has been issued, or with a direct status report and revised date if it has not. A separate, supported budget amendment will follow.

Attachments
Attachment 1 - Management Agreement between the City of San Bernardino and Local Golf Management, LLC, effective June 1, 2023
Attachment 2 - Independent Auditor's Report dated December 13, 2024 Attachment 3 - Eadie & Payne LLP Agreed-Upon Procedures Engagement Letter Ward:

Fifth Ward
Synopsis of Previous Council Actions:

May 3, 2023 Adopted Resolution No. 2023-058 approving Amendment No. 3 to the interim management agreement with CF
Shandin Hills Arcis LLC.

May 17, 2023 Adopted Resolution No. 2023-063 approving the Management Agreement with Local Golf Management, LLC.

August 16, 2023 Approved future consideration of a review of contracts for City-owned revenue-producing properties, including Shandin Hills Golf Club.

July 15, 2026 Adopted Resolution No. 2026-121 authorizing Bank of America and designated City officers for the Shandin Hills operating accounts.

CC
Eric Levitt, City Manager
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1101 S. Milliken Ave. Ste E #933
Ontario, CA 91761
A E POWELL, INC.
1101 S. MILLIKEN AVE. STE E #933, ONTARIO, CA 91761
AN INDEPENDENT AUDITOR’S REPORT

Packet Page. 1078
1 INDEPENDENT AUDITOR’S REPORT
To City of San Bernardino
Director of Economic Development
Mr. Kenneth Chapa
We have examined the golf management contract with the management company of Local Golf Management, LLC for the period June 1, 2023 to June 30, 2024 for compliance with the agreement. The City’s management is responsible for identifying the subject matter, for this examination. Our responsibility is to express an opinion on the Management Company’s adherence to the agreement for the elements identified by the City based on our examination.

Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the examination to obtain reasonable assurance about whether Management is in compliance with its contract with the City is in accordance with the criteria, in all material respects. An examination involves performing procedures to obtain evidence about operations, management, and procedures. The nature, timing, and extent of the procedures selected depend on our judgment, including an assessment of the risks of material misstatement of, whether due to fraud or error. We believe that the evidence we obtained is sufficient and appropriate to provide a reasonable basis for our opinion.

We are required to be independent of The City of San Bernardino and Local Golf Management, LLC. and to meet our other ethical responsibilities in accordance with relevant ethical requirements relating to the engagement.

We were not contracted to perform a full financial audit. Our contract is limited in scope to specific elements indicated by The City of San Bernardino.

The notes included in this report is an integral part of this report and should be reviewed fully in conjunction with the subject management agreement to gain a complete understanding of the information presented.

In our opinion, Local Golf Management, LLC is following the terms and conditions of the management agreement with The City of San Bernardino entered into on June 9, 2023, in all material respects.

Ontario, CA
December 13, 2024
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2 Shandin Hills Golf Club
Notes to Independ Auditor’s Report
For the period June 1, 2023 to June 30, 2024
Background: We were engaged to audit management’s execution of the agreement between the City of San Bernardino and Local Golf Management, LLC for the management of the Shandin Hills Golf Club. Below will list out each element as contracted by the City to examine with any exceptions or findings noted. 1) Monthly Bank Statements for Operations –
a. The operating account was established and monthly statements were obtained and reviewed for each month subject to this report.
2) Operating Account was established in accordance with Section 6.1 of the Management Agreement – a. The account was established at a bank of the City’s choosing. b. Signers have been established for the account
Finding: The city has not provided or made attempts to have a signer properly added to the account.

Management has made several appoints at the bank to have a City signer added and the City representatives have not shown up at the appointments.

Recommendation: City need to make it a priority to have a signer added to the account. 3) Annual Plan submitted to the City at least 60 days in advance of each operating year under management. a. The plan was submitted to the city in a timely manner. 4) Determine overall financial compliance with management agreement. a. Based on interviews of management and staff, inspection of policies and procedures, and inspection of records the management company is in compliance with the management agreement.
5) Verify monthly and annual reports required to be delivered to the City under Section 6.7 of the agreement were delivered for the period.
a. Based on inspection of records the reports were delivered in accordance with Section 6.7 of the agreement.
6) Sample review of the balance sheet, income statement, general ledger and supporting schedules for the period.
a. Based on a review of the subject reports there are no findings 7) Conduct an internal control assessment of the Manager’s operations. a. Other than noted below the internal controls of Manager’s operations are adequate.

Finding: Revenue Reconciliation – Merchant Processing statements are not being reconciled to deposits into the checking account.

Recommendation: Merchant processing statements should be reconciled monthly as part of the month end closing procedures.

Finding: Safe which contains 2 – 3 days of cash deposits, only 1 person has the combination to the safe with no backup.

Recommendation: Protocols are established to have the combination stored in a second location as back up.

Finding: Inventory was not counted at least monthly.

Recommendation: Monthly inventory counts conducted and reconciled to books. Note, management has recently implemented this process, but it was not in place during period covered under this engagement.

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3880 Lemon St., Ste. 300
Riverside, CA 92501
P.O. Box 1529
Riverside, CA 92502-1529
951-241-7800
www.eadiepaynellp.com
- 1 -
May 20, 2026
Cory Hodges
Assistant to the City Manager
City of San Bernardino
San Bernardino, California
This letter sets forth our understanding for applying agreed-upon procedures to the review of deliverables by Local Golf Management LLC to the City of San Bernardino (the City) as for the period of June 1, 2023 through May 31, 2026. The City of San Bernardino is responsible for the review of deliverables by Local Golf Management LLC.

This engagement is solely for the purpose of reporting our findings regarding the results of the procedures performed as listed below. This report is intended for use by the management of the City of San Bernardino and is expected to be restricted to the use of these specified parties.

Prior to the completion of the engagement, you agree to provide us with written agreement and acknowledgment that the procedures performed are appropriate for the intended purpose of the engagement as noted above.

The following procedures are requested by the City of San Bernardino:

1. Conduct a kick off meeting with all parties involved in Operation

2. Review management agreement between the City of San Bernardino and Local Golf Management LLC and document all relevant provisions

3. Interview City staff to gain an understanding of the City's policies, organization structures, procedures and directives related to the Operation and documented relevant information.

4. Review Local Golf Management LLC's policies, organization charts, procedures (such as cash receipt, cash disbursement, purchasing and procurement, inventory management, payroll, and financial reporting) and directives related the Operation and document relevant information.

5. Interviews with City public works and finance department staff to gain an understanding and whether there are any issues or concerns regarding Local Golf Management LLC's policies and procedures, and their financial reporting

6. Perform internal control walkthrough with Local Golf Management LLC's management and staff in variance department relating to
1) Cash close outs and cash deposit process
2) Purchasing and procurement process
3) General ledger expense review and coding process, and 4) Capital improvements process.

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- 2 -

7. Obtain detailed financial information from the City and from Local Golf Management LLC as needed to perform the agreed-upon procedures. The information will include, but not limited to, monthly, quarterly or annual financial statements, general ledger details, point of sale information, reports from Local Golf Management, LLC to the City, bank statements, invoices, and check copies.

8. Review and confirm sales transactions, which included cash register audits, tee sheet audits, and test 40 sample of sales transactions during period June 1, 2023 through May 31, 2026 by examining supporting documentation and trace transactions from point of sale to bank statement and general ledger posting.

9. Analyze Point of Sale used by Local Golf Management LLC to identify any issues regarding security or integrity of the information contained within the system, including analyzing access controls.

10. Examine revenue and expense summaries provided to the City by Local Golf Management LLC, bank information, and City's general ledger reports to identify accurate reporting of revenues and expenses for the period of June 1, 2023 through May 31, 2026.

11. Perform analysis to determine whether reported monthly revenues agree with bank deposits.

Investigate significant discrepancies.

12. To determine whether Management Fee paid to Local Golf Management LLC was in accordance with the management agreement.

13. To determine whether Local Golf Management LLC has complied with provisions of the Agreement with the City:
1) Verity whether the operating account structure complied with Section 6.1 specifically whether it was established in the City's name. If the account name was non-compliant, determine whether it was formally waived or modified in writing by the City. 2) Annual Plan is submitted to the City at least 60 days in advance of each Operating Year. 3) Annual Plan is reviewed and approved by the City no later than 45 days following delivery of the Annual Plan by Manager to the City.
4) A 5-year Capital Improvements program plan is updated annually and submitted to the City before the end of November of each contract year
5) Local Golf Management LLC has complied with the insurance requirement per Exhibit D - Schedule of Required Insurance
6) Local Golf Management LLC has complied with the liquor license requirements. 7) Manager notify the City of the total funds in the Operating Account on the 1st day of each month
8) Manager deliver to the City the following forecasts and statements:
i. Within 20 days after the end of each calendar month, an update to the Annual Plan together with monthly and year-to-date financial statements which shall include a balance sheet, a profit and loss statement (on an accrual basis) showing the results of operation of the Facility for such month an for the year to date ii. Within 60 days after the end of each Operating year, financial statements, including a balance sheet, a profit and loss statement and actual versus budget comparison showing the results of operation of the Facility for such year. 9) Compare actual expenses to Annual Plan and verify compliance with the requirement for "prompt notice" to the City when expenses were expected to exceed the Annual Plan.

14. Select 40 samples of purchases during period June 1, 2023 to May 31, 2026 to review pricing, approvals, and conflict of interest issues.

15. Test all cash call requests to ensure they are tied to bank balances, accounts payable aging, invoices and annual plans.

16. Determine the status of 2024 audit findings, if any. Clearly state whether they were corrected, partially corrected, or remain unresolved.

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- 3 -
We will conduct our engagement in accordance with the attestation standards for agreed-upon procedures engagements established by the AICPA. We are responsible for carrying out the procedures and reporting findings in accordance with these standards. We have no responsibility to determine the differences between the procedures to be performed and the procedures that we would have determined to be necessary had we been engaged to perform another form of attestation engagement.

Our report will list the procedures performed and our findings. Our report will be addressed to the management of the City of San Bernardino and will be intended for use by the specified parties as identified above.

Should we have any reservations with respect to the subject matter, we will discuss them with you before the report is issued.

We have no responsibility to update our report for events and circumstances occurring after the date of our report. As part of our engagement, we will request from management, written confirmation concerning representations made to us in connection with the agreed upon procedures. You agree to provide such confirmation.

During the course of the engagement, we may communicate with you or with your personnel via fax or e-mail, and you should be aware that communication in those mediums contains a risk of misdirected or intercepted communications.

Our firm may transmit confidential information that you provided us to third parties in order to facilitate delivering our services to you. We have obtained confidentiality agreements with all our service providers to maintain the confidentiality of your information and we will take reasonable precautions to determine that they have the appropriate procedures in place to prevent the unauthorized release of confidential information to others. We will remain responsible for the work provided by any thirdparty service providers used under this agreement. By your signature below, you consent to having confidential information transmitted to entities outside the firm. Please feel free to inquire if you would like additional information regarding the transmission of confidential information to entities outside the firm.

Professional standards prohibit us from being the sole host and/or the sole storage for your financial and non-financial data. As such, it is your responsibility to maintain your original data and records and we cannot be responsible to maintain such original information. By signing this engagement letter, you affirm that you have all the data and records required to make your books and records complete.

The timing of this engagement will take place starting June 2026 and we plan to issue a report by end of July 2026.

Brandon Ferrell, CPA is the engagement partner for the services specified in this letter. His responsibilities include supervising the services performed as part of this engagement and signing or authorizing another qualified firm representative to sign the agreed-upon procedures report.

Our fees are based on the amount of time required at various levels of responsibility, plus actual out-ofpocket expenses. We estimate that our fee for the engagement will not exceed $35,000.

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We will notify you immediately of any circumstances we encounter that could significantly affect this initial fee estimate.

We will maintain the confidentiality of your personal information and will apply procedures to protect against any unauthorized release of your personal information to third parties.

We agree to retain our attest documentation or work papers for a period of at least five years from the date of our report.

Please sign and return the attached copy of this letter to indicate your acknowledgment of, and agreement with, the arrangements for our engagement including our respective responsibilities.

If you have any questions, please let us know.

We appreciate the opportunity to be of service to you and look forward to working with you and your staff.

Respectfully,
Brandon Ferrell Eden Casareno
RESPONSE:

This letter correctly sets forth our understanding.

Acknowledged and agreed on behalf of the City of San Bernardino by:

Name: _________________________________________
Title: ___________________________________________
Date: ___________________________________________
Director of Finance and Management Services
5/20/2026
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Report on the Firm’s System of Quality Control
To the Partners of

EADIE & PAYNE, LLP
and the Peer Review Committee of the California Society of CPAs We have reviewed the system of quality control for the accounting and auditing practice of Eadie & Payne, LLP (the firm) in effect for the year ended April 30, 2025. Our peer review was conducted in accordance with the Standards for Performing and Reporting on Peer Reviews established by the Peer Review Board of the American Institute of Certified Public Accountants (Standards).

A summary of the nature, objectives, scope, limitations of, and the procedures performed in a system review as described in the Standards may be found at www.aicpa.org/prsummary. The summary also includes an explanation of how engagements identified as not performed or reported on in conformity with applicable professional standards, if any, are evaluated by a peer reviewer to determine a peer review rating.

Firm’s Responsibility
The firm is responsible for designing and complying with a system of quality control to provide the firm with reasonable assurance of performing and reporting in conformity with the requirements of applicable professional standards in all material respects. The firm is also responsible for evaluating actions to promptly remediate engagements deemed as not performed or reported on in conformity with the requirements of applicable professional standards, when appropriate, and for remediating weaknesses in its system of quality control, if any.

Peer Reviewer’s Responsibility
Our responsibility is to express an opinion on the design of and compliance with the firm's system of quality control based on our review.

Required Selections and Considerations
Engagements selected for review included engagements performed under Government Auditing Standards, including compliance audits under the Single Audit Act, and audit of an employee benefit plan.

As part of our peer review, we considered reviews by regulatory entities as communicated by the firm, if applicable, in determining the nature and extent of our procedures.

Opinion
In our opinion, the system of quality control for the accounting and auditing practice of Eadie & Payne, LLP in effect for the year ended April 30, 2025, has been suitably designed and complied with to provide the firm with reasonable assurance of performing and reporting in conformity with applicable professional standards in all material respects. Firms can receive a rating of pass, pass with deficiency(ies) or fail. Eadie & Payne, LLP has received a peer review rating of pass.

GYL LLP
Ontario, California
August 22, 2025
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Eadie and Payne, LLP's Terms and Conditions Addendum
Overview
This addendum to the engagement letter describes our standard terms and conditions ("Terms and Conditions") related to our provision of services to you. This addendum and the accompanying engagement letter comprise your agreement with us ("Agreement"). If there is any inconsistency between the engagement letter and this Terms and Conditions Addendum, the engagement letter will prevail to the extent of the inconsistency.

For the purposes of this Terms and Conditions Addendum, any reference to "we," "us," or "our" is a reference to Eadie and Payne, LLP, and any reference to "you," or "your" is a reference to the party or parties that have engaged us to provide services. References to "Agreement" mean the engagement letter or other written document describing the scope of services, any other attachments incorporated therein, and this Terms and Conditions Addendum.

Billing and Payment Terms
We will bill you for our professional fees and out-of-pocket costs monthly as work progresses. Payment is due upon receipt. If payment is not received within 30 days, you will be assessed interest charges of 1% per month on the unpaid balance.

We reserve the right to suspend or terminate our work for non-payment of fees. If our work is suspended or terminated, you agree that we will not be responsible for your failure to meet governmental and other deadlines, for any penalties or interest that may be assessed against you resulting from your failure to meet such deadlines, and for any other damages (including but not limited to consequential, indirect, lost profits, or punitive damages) incurred as a result of the suspension or termination of our services.

Electronic Data Communication and Storage
In the interest of facilitating our services to you, we may send data over the Internet, or store electronic data via computer software applications hosted remotely on the Internet or utilize cloud-based storage. Your confidential electronic data may be transmitted or stored using these methods. We may use third party service providers to store or transmit this data, such as providers of tax return preparation software. In using these data communication and storage methods, our firm employs measures designed to maintain data security. We use reasonable efforts to keep such communications and electronic data secure in accordance with our obligations under applicable laws, regulations, and professional standards. We require our third party vendors to do the same.

You recognize and accept that we have no control over the unauthorized interception or breach of any communications or electronic data once it has been transmitted or if it has been subject to unauthorized access while stored, notwithstanding all reasonable security measures employed by us or our third party vendors. You consent to our use of these electronic devices and applications and submission of confidential client information to third party service providers during this engagement.

Client Portals
To enhance our services to you, we will utilize a client portal, a collaborative, virtual workspace in a protected, online environment. The client portal permits real-time collaboration across geographic boundaries and time zones and allows Eadie and Payne, LLP and you to share data, engagement information, knowledge, and deliverables in a protected environment. In order to use the client portal, you will be required to execute a client portal agreement and agree to be bound by the terms, conditions and limitations of such agreement.

You agree that Eadie and Payne, LLP has no responsibility for the activities of the client portal and agree to indemnify and hold Eadie and Payne, LLP harmless with respect to any and all claims arising from or related to the operation of the client portal. While the client portal backs up your files to a third party server, we recommend that you also maintain your own backup files.

Items placed on the client portal will be deleted periodically according to firm policy.

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Newsletters and Similar Communications
We may send newsletters, emails, explanations of technical developments or similar communications to you. These communications are of a general nature and should not be construed as professional advice. We may not send all such communications to you. These communications do not continue a client relationship with you, nor do they constitute advice or an undertaking on our part to monitor issues for you.

Records Management
Record Retention and Ownership
We will return all of your original records and documents provided to us at the conclusion of the engagement. Your records are the primary records for your operations and comprise the backup and support for your work product.

Our copies of your records and documents are not a substitute for your own records and do not mitigate your record retention obligations under any applicable laws or regulations.

Workpapers and other documents created by us are our property and will remain in our control. Copies are not to be distributed without your written request and our prior written consent. Our workpapers will be maintained by us in accordance with our firm's record retention policy and any applicable legal and regulatory requirements.

Our firm destroys workpaper files after a period of 5 years. Catastrophic events or physical deterioration may result in damage to or destruction of our firm's records, causing the records to be unavailable before the expiration of the retention period as stated in our record retention policy.

Working Paper Access Requests by Regulators and Others
State, federal and foreign regulators may request access to or copies of certain workpapers pursuant to applicable legal or regulatory requirements. Requests also may arise with respect to peer review, an ethics investigation, or the sale of our accounting practice. If requested, access to such workpapers will be provided under the supervision of firm personnel. Regulators may request copies of selected workpapers to distribute the copies or information contained therein to others, including other governmental agencies.

If we receive a request for copies of selected workpapers, provided that we are not prohibited from doing so by applicable laws or regulations, we agree to inform you of such request as soon as practicable. You may, within the time permitted for our firm to respond to any request, initiate such legal action as you deem appropriate, at your sole expense, to attempt to limit the disclosure of information. If you take no action within the time permitted for us to respond, or if your action does not result in a judicial order protecting us from supplying requested information, we may construe your inaction or failure as consent to comply with the request.

If we are not a party to the proceeding in which the information is sought, you agree to reimburse us for our professional time and expenses, as well as the fees and expenses of our legal counsel, incurred in responding to such requests. This paragraph will survive termination of this Agreement.

Summons or Subpoenas
All information you provide to us in connection with this engagement will be maintained by us on a strictly confidential basis.

If we receive a summons or subpoena which our legal counsel determines requires us to produce documents from this engagement or testify about this engagement, provided that we are not prohibited from doing so by applicable laws or regulations, we agree to inform you of such summons or subpoena as soon as practicable. You may, within the time permitted for our firm to respond to any request, initiate such legal action as you deem appropriate, at your sole expense, to attempt to limit discovery. If you take no action within the time permitted for us to respond, or if your action does not result in a judicial order protecting us from supplying requested information, we may construe your inaction or failure as consent to comply with the request.

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If we are not a party to the proceeding in which the information is sought, you agree to reimburse us for our professional time and expenses, as well as the fees and expenses of our legal counsel, incurred in responding to such requests. This paragraph will survive termination of this Agreement.

Disclaimer of Legal and Investment Advice
Our services under this Agreement do not constitute legal or investment advice unless specifically agreed to in the Engagement Objective and Scope section of this Agreement. We recommend that you retain legal counsel and investment advisors to provide such advice.

Brokerage or Investment Advisory Statements
If you provide our firm with copies of brokerage (or investment advisory) statements and/or read-only access to your accounts, we will use the information solely for the purpose described in the Engagement Objective and Scope section of the engagement letter. We will rely on the accuracy of the information provided in the statements and will not undertake any action to verify this information. We will not monitor transactions, investment activity, provide investment advice, or supervise the actions of the entity or individuals entering into transactions or investment activities on your behalf. We recommend you receive and carefully review all statements upon receipt, and direct any questions regarding account activity to your banker, broker or investment advisor.

Other Income, Losses and Expenses
If you realized income, loss or expense from a business or supplemental income or loss, the reporting requirements of federal and state income tax authorities apply to such income, loss or expense. You are responsible for complying with all applicable laws and regulations pertaining to such operations, including the classification of workers as employees or independent contractors and related payroll tax and withholding requirements.

Limitations on Oral and Email Communications
We may discuss with you our views regarding the treatment of certain items or decisions you may face. We may also provide you with information in an email. Any advice or information delivered orally or in an email (rather than through a memorandum delivered as an email attachment) will be based upon limited research and a limited discussion and analysis of the underlying facts. Additional research or a more complete review of the facts may affect our analysis and conclusions.

Due to these limitations and the related risks, it may or may not be appropriate to proceed with any decision solely on the basis of any oral or email communication. You accept all responsibility, except to the extent caused by the gross negligence or willful misconduct of Eadie and Payne, LLP, for any loss, cost or expense resulting from your decision (i) not to have us perform the research and analysis necessary to reach a more definitive conclusion and (ii) to instead rely on an oral or email communication. The limitation in this paragraph will not apply to an item of written advice that is a deliverable of a separate engagement. If you wish to engage us to provide formal advice on a matter on which we have communicated orally or by email, we will confirm this in a separate engagement letter.

Management Responsibilities
While Eadie and Payne, LLP can provide assistance and recommendations, you are responsible for management decisions and functions, and for designating an individual with suitable skill, knowledge or experience to oversee any services that Eadie and Payne, LLP provides. You are responsible for evaluating the adequacy and results of the services performed and accepting responsibility for such services. You are ultimately responsible for establishing and maintaining internal controls, including monitoring ongoing activities.

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Conflicts of Interest
If we, in our sole discretion, believe a conflict has arisen affecting our ability to deliver services to you in accordance with either the ethical standards of our firm or the ethical standards of our profession, we may be required to suspend or terminate our services without issuing our work product.

Alternative Dispute Resolution
If a dispute arises out of or relates to the Agreement including the scope of services contained herein, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try to settle the dispute by mediation administered by the American Arbitration Association ("AAA") under the AAA Professional Accounting and Related Services Dispute Resolution Rules before resorting to arbitration, litigation, or some other dispute resolution procedure. The mediator will be selected by agreement of the parties. If the parties cannot agree on a mediator, a mediator shall be designated by the AAA. Any mediator so designated must be acceptable to all parties.

The mediation will be conducted in California.

The mediation will be treated as a settlement discussion and, therefore, will be confidential. The mediator may not testify for either party in any later proceeding related to the dispute. No recording or transcript shall be made of the mediation proceedings. The costs of any mediation proceedings shall be shared equally by all parties. Any costs for legal representation shall be borne by the hiring party.

Proprietary Information
You acknowledge that proprietary information, documents, materials, management techniques and other intellectual property we use are a material source of the services we perform and were developed prior to our association with you. Any new forms, software, documents or intellectual property we develop during this engagement for your use shall belong to us, and you shall have the limited right to use them solely within your business. All reports, templates, manuals, forms, checklists, questionnaires, letters, agreements and other documents which we make available to you are confidential and proprietary to us. Neither you, nor any of your agents, will copy, electronically store, reproduce or make available to anyone other than your personnel, any such documents. This provision will apply to all materials whether in digital, "hard copy" format or other medium.

Statute of Limitations
You agree that any claim arising out of this Agreement shall be commenced within one (1) year of the delivery of the work product to you, regardless of any longer period of time for commencing such claim as may be set by law.

A claim is understood to be a demand for money or services, the service of a suit, or the institution of arbitration proceedings against Eadie and Payne, LLP.

Termination and Withdrawal
We reserve the right to withdraw from the engagement without completing services for any reason, including, but not limited to, your failure to comply with the terms of this Agreement or as we determine professional standards require.

Assignment
All parties acknowledge and agree that the terms and conditions of this Agreement shall be binding upon and inure to the parties' successors and assigns, subject to applicable laws and regulations.

Severability
If any portion of this Agreement is deemed invalid or unenforceable, said finding shall not operate to invalidate the remainder of the terms set forth in this Agreement.

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Entire Agreement
The engagement letter, including this Terms and Conditions Addendum and any other attachments, encompasses the entire agreement of the parties and supersedes all previous understandings and agreements between the parties, whether oral or written. Any modification to the terms of this Agreement must be made in writing and signed by both parties.

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ITEMS TO BE CONSIDERED FOR FUTURE MEETINGS
City of San Bernardino
Request for Council Action
Date: August 19, 2026
To: Honorable Mayor and City Council Members
From: Dr. Treasure Ortiz, Council Member, 7th Ward
Department: Council Office
Subject: An Update on the Current Financial and Structural Condition of Shandin Hills Golf Course, to Include All
Current CIP Projects, a 5-year Budget Review, and a List of Donations Provided to the City for Improvements with Assessed Values. (Council Member Ortiz)
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