City Council and Concurrent Authorities
November 19, 2024

KENTFIELD APARTMENTS
Applicant: Bridge Housing Corporation
Co-Applicant: N/A
Project Address: 4545 Kentfield Road, Stockton CA 95207 Funding Request: $2,354,017
Funding Recommendation: $1,126,893.25
Funding Source: PLHA Round 3 & LMIHF Fund
Estimated Total Development Cost: $2,354,017
Estimated Number of Housing Units: 90
Estimated Cost Per Unit: $26,156
Use of Funds: Rehabilitation/Preservation of Affordable Housing Council District: 2
Previous Award (if any): $9.7 Million (RDA & HOME in 2006 & 2008) Target Population Served: Low Income Families
Target AMI Level: 50% to 60% of the Area Median Income
Affordability Restrictions: Affordability covenants will be imposed on the property per funding source(s) requirements.

Kentfield Apartments is an existing multifamily, 100% affordable rental community for income eligible families. Originally developed in 1966, Kentfield underwent a Low-Income Housing Tax Credit (LIHTC) syndication, acquisition rehabilitation in 2006. The development consists of 90 affordable family apartment units. The project is affordable to area families making 50% and 60% of the area median income. This rehabilitation will help meet capital needs of an affordable housing property and assist in preserving much needed quality rental housing for lower-income families.

Kentfield Apartments is located on approximately a 3.06-acre site. There are three residential apartment buildings (Building 1: 33 units, Building 2: 25 units, Building 3: 32 units), a Community Building, and 91 on-site parking spaces. All buildings are slab-on-grade stick-frame construction.

The scope of work includes three project categories: sitework, building repairs/replacements, and dwelling unit appliance replacements.

For the sitework, the scope of work includes replacing the rolling wrought iron entrance gate and wrought iron fencing at the western perimeter, paving and striping the asphalt-paved drive and parking areas, replacing the hardware of pedestrian entrance gates, landscaping/groundcover work, repairing concrete walkways, hydro jetting the storm drain and sewer lines, and replacing the tot-lot rubber mat ground cover.

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File #: 24-0660, Version: 1
For the building repairs/replacements, the scope of work includes repairing the damaged stucco exteriors throughout the property, repairing upper level walkways throughout the property (wood plank flooring & lightweight concrete), replacing a subset of damaged windows throughout the property, replacement of the asphaltic composition shingled roofing, replacement of the built-up roofing with mineral surface cap sheet, and renovation of the common areas (including replacement of flooring, cabinets, countertops, and appliances).

For the dwelling units, the scope of work includes replacement of refrigerators, ranges/ovens, and range hoods.

Kentfield Associates, a single-purpose entity that is controlled by BRIDGE Housing Corp., is the current owner. BRIDGE Housing Corp. will follow its procurement protocols and obtain a General Contractor to manage the rehabilitation process. BRIDGE does not anticipate hiring/requiring a project architect or engineer as part of this rehabilitation. BRIDGE Housing Property Management will continue to act as the Managing Agent.

This project was originally financed through a combination of equity from the syndication of LowIncome Housing Tax Credits from California Tax Credit Allocation Committee (TCAC), a Bank of America 1st Mortgage, a City of Stockton Loan Agreement (Originally with successor agency “Redevelopment Agency of the City of Stockton”), and a 2nd City of Stockton loan. Kentfield Associates will continue to manage this property in accordance with all applicable TCAC, tax credit equity investor, and City requirements.

Ultimately, preserving Kentfield Apartments’ long-term viability by allowing this rehabilitation to proceed will benefit residents that live within the housing community. The population that lives on site will remain with the new improvements, and the vacant units that currently exist will be more marketable allowing for fast market absorption.

CASA DE MARIPOSA
Applicant: Visionary Home Builders of California Inc
Co-Applicant: N/A
Project Address: 2260 Netherton Avenue, Stockton CA 95205 Funding Request: $5,500,000
Funding Recommendation: $747,055.12
Funding Source: HOME CHDO
Estimated Total Development Cost: $42,996,363
Estimated Number of Housing Units: 72
Estimated Cost Per Unit: $597,172
Use of Funds: Project Construction
Council District: 6
Previous Award (if any): $600,000 (HOME 2022)
Target Population Served: Farmworker Housing
Target AMI Level: 30% to 80% of the Area Median Income
Affordability Restrictions: Affordability covenants will be imposed on the property per funding source(s) requirements.

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File #: 24-0660, Version: 1
Casa de Mariposa is a planned low-income multi-family development project proposed by Visionary Home Builders of California (VHB). The project will receive funding from the US Department of Agriculture for development purposes which requires the project to be 100% farmworker housing.

Tenant income levels are projected to be from 30% to 80% of the area’s median income (AMI).

The Analysis of Impediments to Fair Housing (AI) that was completed in 2020 in connection with the 2020-2025 Consolidated Plan identified farmworkers as a special housing needs population.

According to the AI, while farmworkers were identified as being an essential component of the regional agricultural system, they face challenges in obtaining adequate and affordable housing due to high poverty rates, large household sizes, and linguistic isolation. Due to limited capital in farmworker housing, the farm-working community frequently ends up in overcrowded, substandard housing that is often geographically isolated and lacks essential services, increasing their risk of homelessness.

The main design goal of the Casa de Mariposa project is to create an overall sense of community for the development’s residents. The project will comprise 71 affordable units and one unit for an on-site manager, totaling 72 units. All units are located within nine two-story townhouse buildings. This project will offer 1-bedroom, 2-bedroom, 3-bedroom, and 4-bedroom units to accommodate a wide range of family types, as well as a community center that will house a manager/leasing office and a community room.

Casa de Mariposa units will have a full kitchen with pantry cabinets, inside unit laundry rooms with full-size washers and dryers included, and separate dining and family rooms. The project will have a 4800 square foot Community Center. The Community Center is a gathering place for the residents to attend meetings, adult education classes and join in on the resident’s events, building camaraderie amongst the tenants. There will also be a conveniently located leasing office within the Community Center, along with a separate, creative space for a Head Start Early Education center. These free services provide education programs for children ages 3-5 years of age, which will prepare them for school.

Separately, also within the space, a Computer Lab will be provided for the tenants. VHB understands the need of computers for all ages in today’s tech world and many of these low-income families do not have the financial means to purchase a home computer. The lab will provide computers and technical service. A teen center will provide teenagers with a space to socialize with friends within the community in a social, relaxing atmosphere. VHB will hold workshops such as homebuyer education, rental counseling, and financial literacy all within the Community Center.

Casa de Mariposa will be situated on a parcel that currently is in the process of being divided. The full 11-acre parcel is improved with another VHB low income/farm worker community, Casa de Esperanza, a previously completed 70-unit affordable housing project constructed in 2014, which is adjacent to the proposed project. The elevation style was chosen to follow Stockton’s Casa de Esperanza. The Mediterranean elevation style was chosen to follow the Central California lifestyle and is enhanced with concrete villa-style roof tiles, stucco wall finish with a large portion of manufactured stone accent veneer, iron railings, stair rails, accent details, and gable end roof elements with strong overall ridgelines. Two different color schemes will be used to further set each building apart. All units will incorporate a cost-effective design consistent with the Universal Design Guidelines. To add energy efficiency, the project is designed to achieve a Green Point Rating Certification.

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The project will be situated on a 4.98-acre site which is currently an unimproved portion of land bordered by Highway 99 on the East, off-ramp on the South, Mariposa Road on the West, and residential housing along its Northern property line.

Casa De Mariposa is consistent with the City of Stockton General Plan Housing Element, to preserve, improve, and expand the supply of decent affordable housing for lower-income households, along with promoting economic development activities that create, attract, and retain jobs and promote economic activity and vitality, especially those that provide economic opportunities for low- and moderate-income persons. The project is near a residential area with access to schools, shopping, medical services, social services, and employment opportunities.

According to the TCAC database, there are no affordable farmworker housing projects currently being planned or proposed in the Market Area. Given the low vacancies at income-restricted complexes and the presence of waiting lists, the proposed complex will positively impact the Market Area.

Visionary Property Management Group (VPMG) will be the property management company after construction completion. VPMG is a division of Visionary Home Builders of California, Inc. In 2015, VHB created VPMG to maintain the integrity of structure, compliance and continue strengthening the community. Visionary Property Management Group currently oversees a portfolio of twenty-seven properties. Twenty of those properties are tax credit communities. Five sites are HUD affiliated developments, while three others are participating in USDA Rural Development Programs. The remaining sites are layered with HOME, Local City and County programs, various HCD sources, Bonds, MHP, and NSP funds, among others.

Applicant Scoring and Ranking Criteria
Based on staff and partner agency review and the available funding sources, the projects being recommended are consistent with the City’s Five-Year Consolidated Plan, Homeless Strategic Plan, Housing Element and the 2024 Affordable Housing NOFA criteria.

Applications were evaluated in two stages:
1) Threshold Review: The Threshold Review evaluated the completeness of the application and compliance with program and threshold requirements.
2) Technical Scoring and Evaluation: Projects were evaluated by EDD staff based on the NOFA Project Evaluation Criteria which included developer experience and capacity, financial efficiency and leveraging, project readiness, project features, and past performance. The top scoring projects were then interviewed by EDD staff and San Joaquin County partner agency subject matter experts.

The City applications received represent the development of 148 newly constructed affordable housing units and rehabilitation of 90 existing affordable housing units. Due to the limited amount of funding, several of the projects are being recommended for funding that is less than the amount requested in their respective applications, with a requirement that these applicants seek additional external funding sources to leverage the City's funding commitment.  In compliance with HUD City of Stockton Page 9 of 10 Printed on 11/14/2024
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underwriting requirements, the City will require HOME-funded projects to secure all other sources of funding prior to entering into a HOME written agreement with the City.

Consistent with the terms of loans made for previously funded multi-family housing projects, staff is recommending that the City financing have a 55-year loan term with interest accruing at 3% and repayment made from residual receipts, proportionate to the City loan percentage of total permanent funding. Residual receipts are the amount of revenue remaining after all operating expenses are paid. If the annual residual receipt payments do not pay off the loan, the remaining balance would be due as a lump sum at the end of the 55-year term. A Deed of Trust, Promissory Note, and Regulatory Agreement will be executed to secure the City’s investment and affordability of the units. The loan proceeds may be used by the developer for pre-development costs, construction costs, and development consultant costs. HOME-funded projects will have a 55-year loan term with a 20-year affordability period, consistent with the maximum affordability period recommended for HOMEassisted projects. A longer affordability period may be imposed if the project is also supported with state HCD funds.

FINANCIAL SUMMARY
There will be no financial impact to the City’s General Fund or any other unrestricted fund as a result of this action. There is sufficient budget in HOME (230-233), LMIHF (290-293) and PLHA (280-281), funds to support the recommendation.

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Resolution No.

STOCKTON CITY COUNCIL

APPROVAL OF AFFORDABLE HOUSING LOAN AWARDS TO ELIGIBLE
RESPONDENTS TO THE 2024 AFFORDABLE HOUSING NOTICE OF FUNDING

AVAILABILITY
On January 29, 2024, the City issued a Notice of Funding Availability (referred to as the 2024 Housing NOFA) for a total of $16.1 million of several affordable housing funding sources. Of that amount, approximately $4.5 million was comprised of federal HOME Investment Partnerships (HOME) Program funds, $538,071 of HOME CHDO funds, $261,331 of federal HOME-American Rescue Plan Act (HOME-ARPA) funds, $1.4 million of state Permanent Local Housing Allocation Round 3 (PLHA-3) funds, $2.2 million of Pro-Housing Incentive Pilot (PIP) Program funds, and $6.6 million of state Homeless Housing, Assistance and Prevention Round 3 and 4 Grant (HHAP 3 & 4) funds to provide financing for the development of new affordable housing construction or rehabilitation activities that will result in the creation and preservation of affordable housing rental units targeting households with incomes at or below 80 percent (80%) of the Area Median Income (AMI), or homeownership units targeting households at or below 120% of AMI; and
The Housing NOFA closed on March 15, 2024. A total of 11 project proposals were submitted for a total request of $52.5 million. Due to imminent HHAP 3 & 4 commitment deadlines, The Economic Development Department (EDD) conducted an expedited HHAP funding project eligibility review and staff recommended to City Council, who subsequently approved, two of the 11 project proposals through Council Resolution No. 2024-05-21-1212 on May 21, 2024 under which $5.3 million of the $6.6 million of HHAP available funds were allocated to the Calaveras Quarters Apartments and the Satellite Apartments housing projects, both to be developed by Delta Community Developers Corporation; and
In addition, the $2.2 million of PIP program funds were ultimately removed from funding allocation through this 2024 Affordable Housing NOFA since none of the project proposals received were determined to be eligible for such funding. As a result, the PIP funding was made available through the City’s Real Property Acquisition Notice of Funding Availability launched in July 2024 and resulted in one project being selected for PIP funding allocation; and
Additionally, at the time of the 2024 Housing NOFA issuance, 2024-2025 HOME funding allocations were unknown, therefore the NOFA did not include 2024-2025 HOME funds. Formal HUD announcement of the 2024-2025 HOME funding allocation was made in May 2024. The 2024 Housing NOFA allowed the City to use new funding allocations to be awarded to projects applications received via this NOFA. Therefore, the funding 1795
recommendations made via this item include $1,664,964.25 of 2024-2025 HOME entitlement funds and $208,984.12 of 2024-2025 HOME CHDO funds; and EDD staff reviewed all applications and conducted preliminary underwriting analysis along with a project interview process of the top scoring projects. The project interview process was conducted by EDD staff and San Joaquin County partner agency subject matter experts. The City of Stockton is held to stringent regulations by its state and federal funding agencies. As such, the City must conduct a risk assessment of each applicant and its proposal and impose rigorous experience and capacity requirements, in addition to an assessment of the project, to ensure the selected applicant has the ability to comply with the stringent funding requirements; and
After careful review and analysis of each proposal, EDD recommends loan awards to the following projects:
1) Mutual Housing California’s Fairview Terrace Apartments project located at 2222 S. Airport Way, Stockton CA 95206 in the amount of $7,037,865 comprised of the following amounts and sources: $6,194,432.25 of HOME Investment Partnership Program (HOME) and $843,432.75 of round 3 of Permanent Local Housing Allocation Program (PLHA);
2) Bridge Housing Corporation’s Kentfield Apartments project located at 4545 Kentfield Road, Stockton CA 95207 in the amount of $1,126,893.25 comprised of the following amounts and sources: $574,975.25 of round 3 PLHA and $551,918.00 of Low and Moderate Income Housing Fund (LMIHF); 3) Visionary Home Builders of California Inc Casa de Mariposa project located at 2260 Netherton Avenue, Stockton CA 95205 in the amount of $747,055.12 comprised of the following amounts and sources: $747,055.12 of HOME Community Housing Development Organization (CHDO); and Consistent with the terms of loans made for previously funded multi-family housing projects, staff is recommending that the City financing have a 55-year loan term with interest accruing at 3% and repayment made from residual receipts, proportionate to the City loan percentage of total permanent funding. Residual receipts are the amount of revenue remaining after all operating expenses are paid. If the annual residual receipt payments do not pay off the loan, the remaining balance would be due as a lump sum at the end of the 55-year term. A Deed of Trust, Promissory Note, and Regulatory Agreement will be executed to secure the City’s investment and affordability of the units.

The loan proceeds may be used by the developer for pre-development costs, construction costs, and development consultant costs. HOME-funded projects will have a 55-year loan term with a 20-year affordability period, consistent with the maximum affordability period recommended for HOME-assisted projects; a longer affordability period may be imposed if the project is also supported with state HCD funds; and 1796
Due to the proposed public financing, the development of the projects must be approved pursuant to Article XXXIV (34) of the California Constitution, which requires a local election to approve affordable housing projects; and In 2010, local voters gave the City Council the authority to approve up to 500 units per year. The proposed units are within this limit; now, therefore,

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF STOCKTON, AS FOLLOWS:

1. The City Council hereby approves loans for three (3) affordable housing developments, provided that, as a condition of funding, the borrower demonstrates to the City Manager’s, or designee’s, satisfaction that each project meets the underwriting and general requirements of the 2024 Affordable Housing Notice of Funding Availability (NOFA) guidelines:
a. $6,194,432.25 of HOME Investment Partnership Program (HOME) and $843,432.75 of round 3 of Permanent Local Housing Allocation Program (PLHA) Loan to Mutual Housing California for the development of the Fairview Terrace Apartments, a 76-housing unit project;
b. $574,975.25 of round 3 PLHA and $551,918.00 of Low and Moderate Income Housing Fund (LMIHF) Loan to Bridge Housing Corporation for the rehabilitation of the Kentfield Apartments, 90-housing unit project;
c. $747,055.12 of HOME Community Housing Development Organization (CHDO) Loan to Visionary Home Builders of California Inc for the development of the Casa de Mariposa Apartments, a 72-housing unit project.

2. The City Manager or designee is hereby authorized to defund and reallocate awarded funding if any project is unable to meet the underwriting and general requirements of the NOFA including but not limited to deadlines related to securing of all other funding sources required for project construction and construction start deadlines. Funding to be reallocated to eligible projects that can meet the funding source agency timeliness and general requirements.
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3. The City Manager is hereby authorized to take whatever actions are necessary and appropriate to carry out the purpose and intent of the Resolution.

PASSED, APPROVED, and ADOPTED November 19, 2024 .

KEVIN J. LINCOLN II
Mayor of the City of Stockton
ATTEST:

KATHERINE ROLAND, CMC, CPMC
City Clerk of the City of Stockton
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2024

AFFORDABLE HOUSING NOFA

LOAN AWARDS
Stockton City Council
November 19, 2024
Agenda Item 15.5
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Background
• Notice of Funding Availability (NOFA) – January 29, 2024 • Approximately $16.1 million – Affordable Housing Program funds (HOME, HOME-ARP, PLHA3, PIP, HHAP 3&4)
• 11 affordable housing applications received
• Total Request: $52.5 million
• Due to imminent HHAP 3&4 funding commitment deadlines, EDD expedited review for HHAP eligible projects. Two of the 11 proposed projects approved by Council on May 21, 2024. • Three additional projects are being recommended for funding via this item.
• Projects are consistent with City’s housing goals & 5-year Consolidated Plan.
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Project Review/Selection Process
• Project Review:
• EDD staff reviewed all applications, conducted underwriting analysis, followed by an interview process of the top scoring projects • Project interview was conducted by EDD staff and San Joaquin County partner agency subject matter experts
• Project Proposal Factors Considered
• Staff must consider stringent regulations imposed by its state/federal funding agencies – must conduct risk assessment of each applicant/project proposal
• Developer Experience & Capacity (ability to comply w/ funding requirements)
• Financial Efficiency & Leveraging (City/non-City funds) • Project Readiness
• Project Features
• Past Performance
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Project Recommendations
Fairview Terrace Apartments
• Applicant(s): Mutual Housing
California/STAND
• Address: 2222 S. Airport Way, Stockton
CA (D6)
• 76‐unit multi‐family Senior rental housing
development targeting households with
incomes 30-80% AMI
• $7,037,865 recommended allocation for
construction costs
• Extremely innovative positive-net energy
design that will far exceed 2022 Title 24
energy standards
• Est. Project Cost: $38 million. Leveraged
w/ $31 million of Low‐Income Housing
Tax Credits, and non‐City capital funds
• COS entitlement approval August 2023
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Project Recommendations,
continued
Kentfield Apartments
• Applicant(s): Bridge Housing
Corporation
• Address: 4545 Kentfield Road,
Stockton CA (D2)
• Existing 90‐unit multi‐family rental
housing development targeting
households with incomes 50-60% AMI
• $1,126,893.25 recommended
allocation for rehabilitation costs
• Est. Project Cost: $2.3 million.

Applicant will use City funds to
address the most essential renovation
items.
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Casa de Mariposa
• Applicant: Visionary Home Builders of
California, Inc
• Address: 2260 Netherton Avenue,
Stockton CA (D6)
• 72‐unit affordable multi‐family project
• Units will target
farm worker
households w/
incomes between
30% and 80%
AMI
• $747,055.12 recommended
allocation for construction costs
• Est. Project Cost: $42.9 million
Leveraged w/ $42.2 million of other
federal & non-City capital funds
Project Recommendations,
continued
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2024 NOFA LOAN AWARDS
Project/Developer Proposed #
of Units
Funding
Request
Recommended
Amount/Source
Fairview Terrace Apartments
2222 S. Airport Way (D6)
Mutual Housing California
76 $7,037,865 $7,037,865
HOME
Kentfield Apartments
4545 Kentfield Rd (D2)
Bridge Housing Corp.
90 (Existing) $2,354,017 $1,126,893.25
PLHA3 & LMIHF
Casa de Mariposa (D6) 72 $5,500,000 $747,055.12

HOME CHDO
SUBTOTAL 148 $14,891,882 $8,911,813.37
May 21, 2024 Awards
Calaveras Quarters
2654 W March Lane (D4)
Delta Community Developers Corp
68 $1,000,000 $1,000,000
HHAP 3&4
Satellite Apartments
530 N. Stanislaus Street (D5)
Delta Community Developers Corp
31 $5,501,892 $4,338,493.56
HHAP 3&4
TOTAL 247 $21,393,774 $14,250,306.93
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Project Sites
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Recommendations
Adopt a resolution:

1. Approving the following loans for three (3) affordable housing developments:
a. $7,037,865 to Mutual Housing California for the development of the Fairview Terrace Apartments, a 76-housing unit project;
b. $1,126,893.25 to Bridge Housing Corporation for the rehabilitation of the Kentfield Apartments, a 90-housing unit project;
c. $747,055.12 to Visionary Home Builders of California Inc for the development of the Casa de Mariposa Apartments, a 72-housing unit project.

2. Authorizing the City Manager, or designee, to defund and reallocate awarded funding if any project is unable to meet the underwriting and general requirements of the NOFA including but not limited to deadlines related to securing of all other funding sources required for project construction and construction start deadlines. Funding to be reallocated to eligible projects that can meet the funding source agency timeliness and general requirements.

3. Authorizing the City Manager, or designee, to take actions that are necessary and appropriate to carry out the purpose and intent of this resolution, including the execution of loan documents and the reallocation of funding sources.
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City of Stockton
Legislation Text
File #: 24-1079, Version: 1
AUTHORIZE THE ACQUISITION OF REAL PROPERTY LOCATED AT 260 WEST FREMONT STREET

RECOMMENDATION
It is recommended that the City Council adopt a resolution:

1. Authorizing the acquisition of real property located at 260 West Fremont Street, Stockton California, APN 137-410-15 (Property) from Marina Towers LLC, a California limited liability company (Seller) in the amount up to $1,700,000;

2. Authorizing the filing of a Notice of Exemption under Section 15061(B)(3) under the California Environmental Quality Act (CEQA) for the acquisition of real property located at 260 West Fremont Street, Stockton California, APN 137-410-15;

3. Authorizing a budget amendment to appropriate additional funds from the Redevelopment fund balance to support acquisition transactions;

4. Authorizing the City Manager to execute a purchase and sale agreement substantially similar in form to Exhibit 1 of the attached, as well as any due diligence costs associated with the purchase of the Property, and to take actions necessary and appropriate to carry out the purpose and intent of this resolution.

Summary
City Council adopted the Economic Development Strategic Action Plan on January 25, 2022. A key strategy identified as part of the plan was investment and revitalization of downtown Stockton, recognizing the need for infrastructure. The City’s Envision Stockton 2040 General Plan, adopted in December 2018, relies on strategic infill development. The Economic Development Department (EDD) has been positioning and successful in capturing grant funds for environmental clean-up, setting a precedent for future success with redevelopment projects. Through Motion 2023-02-07- 1210, the City was also able to de-obligate $1.94 million from the Open Windows project, which will now be used for a critical step in downtown land development.

Earlier this year, City Council also authorized the creation of a redevelopment fund and the acquisition of a property at 303 N. El Dorado Street, which allows the City to have site control of two full City blocks that are optimal for future redevelopment.

As the City continues to evaluate strategic acquisitions for the larger revitalization of the downtown core, EDD identified the opportunity to acquire the subject Property, located at 260 West Fremont City of Stockton Page 1 of 3 Printed on 11/14/2024
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Street. The Property’s proximity to the Waterfront aligns with three key strategies of the Economic Development Strategic Action Plan, which together will support a more vibrant community and resilient economy for Stocktonians.

DISCUSSION
Background
A City department may initiate the acquisition of real property according to Administrative Directive HRD-01, Acquisition of Real Property, by submitting a written request to the City Manager.

In July of 2024, EDD requested approval to start the acquisition process for the Property (Attachment A - Vicinity Map and Attachment B - Aerial Map). The proximity of this parcel to the waterfront, Adventist Health Arena, and Banner Island Ballpark will create opportunities for the City to further activate this area and/or contemplate opportunities for future redevelopment of the waterfront.

City staff identified comparable properties in CoStar, a third-party database that provides commercial real estate information, to use as a basis for a purchase price. The comparable properties are all currently on the market and are land only in the downtown area. The average for sale price per square foot of land identified is $26.51 per square foot. The Property is approximately three acres (130,680 square feet) so the proposed purchase price of $1,700,000 is reflective of the known history of the site. As such, a Certificate of Just Compensation (“Certificate”) was approved by the City Manager based on his review of the comparable properties for staff to initiate a written offer not to exceed the amount stated in the Certificate.

Present Situation
With City Manager approval, EDD staff presented an offer to the Property owner and subsequently negotiated a Purchase and Sale Agreement (“PSA”) with transaction support from their real estate and property services consultant, propertyworx LLC, who will also provide oversight of the due diligence process.

The PSA provides the City with a 150 day due diligence period. Due diligence allows City staff to research, verify and investigate relevant information about the Property. Within the first 30 days, the City will review a title report, which will be prepared by Chicago Title Company, to determine the Property’s title condition and to review any recorded documents referenced in the report. In parallel, the documents provided by the Seller as per Exhibit D of the PSA will be reviewed and validated and the City will commission any additional studies it deems necessary to proceed with the acquisition.

During the due diligence period, the City will also commission an independent appraisal to confirm the purchase price is appropriate and contemplate any costly issues identified during due diligence.

As such, the City reserves the right to request an adjustment to the purchase price based on its findings.

Following the completion of the due diligence, the parties will have 60 days to close the transaction. It is important to note that the City is not required to close and reserves the right to terminate the transaction should staff determine that the Property is not suitable after reviewing the findings identified during the due diligence period.

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File #: 24-1079, Version: 1
Funding for the purchase is provided by reprogramming the Downtown Infill Infrastructure Reimbursement Program Funds that were de-obligated from the Open Windows Project and from the General Fund allocation of $1.5 million, authorized in the 2024-25 Budget. The funding seeded a revolving Redevelopment fund that will allow the Economic Development Department to further the goals of the Economic Development Strategic Action Plan including acquisition, blight abatement, demolition, and necessary actions that support downtown development. The initial primary focus of the fund will be on strategic acquisition, as land assembly is a key factor in the City’s economic development strategy.

FINANCIAL SUMMARY
Under the PSA, earnest money in the amount of $170,000 must be provided by the City to Chicago Title Company within 15 business days after the PSA is effective. These funds are available from the recently formed redevelopment fund and will be held in escrow and applied toward the purchase price at the close of escrow. Should the City terminate the transaction, these funds are refundable.

The remaining $1,530,000 of the $1,700,000 purchase price are also available in the Redevelopment fund but would not be transferred into escrow until after the completion of the due diligence period.

An additional appropriation from the Redevelopment fund balance is needed to complete this transaction. With the close of the previously approved Wells Fargo site and this current site, the estimated additional budget authority needed in FY 2024-25 is $565,000. Funds will be appropriated in a redevelopment sub-fund, asset management division account. The remaining funds in the Redevelopment fund balance, after transactions are completed, will be $1.34 million Remaining funds will provide demolition of the Wells Fargo site and ancillary reports such as environmental that may be needed.

Attachment A - Vicinity Map
Attachment B - Aerial Map
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City of Stockton, CA October 18, 2024
260 WEST FREMON T ST APN 137-41 0-15 - AERIAL MAP
Property Information
Property ID 13741015-60057
Location 260 W FREMONT ST
Owner MARINA TOWERS LLC

MAP FOR REFERENCE ONLY

NOT A LEGAL DOCUMENT
City of Stockton, CA makes no claims and no warranties, expressed or implied, concerning the validity or accuracy of the GIS data presented on this map.

Geometry updated 05/03/2023
Data updated 05/01/2023
Print map scale is approximate.

Critical layout or measurement
activities should not be done using
this resource.
1" = 250 ft

ATTACHMENT A
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City of Stockton, CA October 18, 2024
260 WEST FREMON T ST APN 137-41 0-15 - VICINI TY MAP
Property Information
Property ID 13741015-60057
Location 260 W FREMONT ST
Owner MARINA TOWERS LLC

MAP FOR REFERENCE ONLY

NOT A LEGAL DOCUMENT
City of Stockton, CA makes no claims and no warranties, expressed or implied, concerning the validity or accuracy of the GIS data presented on this map.

Geometry updated 05/03/2023
Data updated 05/01/2023
Print map scale is approximate.

Critical layout or measurement
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1" = 506 ft

ATTACHMENT B
1812
Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION AUTHORIZING THE ACQUISITION OF REAL PROPERTY LOCATED AT 260 WEST FREMONT STREET
The City Council (Council) adopted the Economic Development Strategic Action Plan on January 25, 2022. A key strategy identified as part of the plan was investment and revitalization of downtown Stockton, recognizing the need for infrastructure. The City’s Envision Stockton 2040 General Plan, adopted in December 2018, relies on strategic infill development. As such, the Economic Development Department has been positioning and successful in capturing grant funds for environmental clean-up, setting a precedent for future success with redevelopment projects; and Strategically, acquiring the parcel located at 260 West Fremont Street (APN 137-410-15) would allow the City to have site control of land adjacent to the Adventist Health Arena, Banner Island Ballpark, and McLeod Lake. The reuse and redevelopment of this vacant parcel is a critical building block for further downtown revitalization, activation and placemaking; now, therefore,

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF STOCKTON, AS FOLLOWS:

1. Authorizing the acquisition of real property located at 260 West Fremont Street, Stockton California, APN 137-410-15 (property) from Marina Towers LLC (seller) in the amount of up to $1,700,000.

2. Authorizing the filing of a Notice of Exemption under section 15061(B)(3) under the California Environmental Quality Act (CEQA) for the acquisition of real property located at 260 West Fremont Street, Stockton California, APN 137-410-15 and the determination of conformance to the City’s General Plan.

3. Authorizing a budget amendment to appropriate additional funds from the Redevelopment fund balance to support acquisition transactions. //
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1813

4. The City Manager is hereby authorized to execute a purchase and sale agreement substantially similar in form to Exhibit 1 of this Resolution, as well as any due diligence costs associated with the purchase of the property, and to take whatever actions are necessary and appropriate to carry out the purpose and intent of this Resolution.

PASSED, APPROVED, AND ADOPTED November 19, 2024 .

KEVIN J. LINCOLN
Mayor of the City of Stockton
ATTEST:

KATHERINE ROLAND, CMC, CPMC
City Clerk of the City of Stockton
1814

PURCHASE AND SALE AGREEMENT
(260 W. Fremont St., Stockton, California APN:137-410-15 “Property”)

KEY PROVISIONS SUMMARY
Effective Date
(Section 15.15)
The date this Agreement is executed by the last to sign of Buyer and Seller (as indicated by the date associated with such Party’s signature) as shown on the signature page(s) attached hereto
Seller Marina Towers LLC, a California limited liability company Buyer City of Stockton, a municipal corporation
Property That certain real property containing approximately three acres located at 260 W. Fremont St., Stockton, California (San Joaquin County tax parcel number 137-410-15) as more particularly described by a legal description from a deed/title policy attached hereto as Exhibit A and as depicted on the site plan or survey attached hereto as Exhibit B Escrow Agent Melissa Corbin
Chicago Title Company
3203 W March Lane, Ste 110
Stockton, CA 95219
[email protected]
(209) 952-5500
Earnest Money
(Section 3)
One Hundred Seventy Thousand Dollars ($170,000)
Purchase Price
(Section 4)
One Million Seven Hundred Thousand Dollars ($1,700,000) Acceptance Date
(Section 16)
___________________
NOTE: Agreement is void if signed/dated after the Acceptance Date per Section 16 Title Period
(Section 7.1)
Thirty days after the Effective Date
Due Diligence Period
(Section 7.2)
150 days after the Effective Date
Closing Date
(Section 8.1)
Not later than 60 days after expiration of the Due Diligence Period Broker(s)
(Section 14)
Buyer’s: None
Seller’s: Mahala Burns, Burns Group
Notices
(Section 13)
Seller: Buyer:

Marina Towers, LLC
Attention: David Gibbons
777 N. First St., 5th Floor
San Jose, CA 95112
Email: [email protected]
City of Stockton
Attn: Carrie Wright
Director of Economic Development
400 East Main Street, 4th Floor
Stockton, CA 95202
E: [email protected]
Exhibits: Exhibit A – Legal Description of Property
Exhibit B – Site Plan or Survey of Property
Exhibit C – Form of Deed
Exhibit D – List of Due Diligence Documents
Exhibit E – Buyer’s Self-Insurance
EXHIBIT 1 1815

PURCHASE AND SALE AGREEMENT
(260 W. Fremont St., Stockton, California APN:137-410-15 “Property”) This Purchase and Sale Agreement (“Agreement”) is made by and between Marina Towers, LLC, a California limited liability company, (“Seller”) and City of Stockton, a municipal corporation (“Buyer”), referred to individually as a “Party” and collectively as the “Parties”, to be effective as of _______________, 2024, which is the date mutually executed by the Parties (“Effective Date”).

The Parties agree as follows:

1. Key Provisions Summary; Enumeration of Exhibits. References in the body of this Agreement to a portion of the Key Provisions Summary (e.g., the defined terms in the lefthand column of the Key Provisions Summary) shall be deemed and construed to incorporate all the terms provided under each such referenced portion of the Key Provisions Summary.

References in the Key Provisions Summary to a portion of the body of this Agreement (e.g., Section references in the right-hand column of the Key Provisions Summary) shall be deemed and construed to incorporate all the terms provided under each such referenced portion of the body of this Agreement. Notwithstanding anything set forth above, if there is any inconsistency between the Key Provisions Summary and another portion of this Agreement, the terms of the Key Provisions Summary shall control. The Exhibits enumerated in the Key Provisions Summary and attached to this Agreement are incorporated in this Agreement by reference and are to be construed as a part of this Agreement. Each Party shall perform any obligations on its part as set forth in any and all such Exhibits. Except where otherwise expressly provided for in this Agreement, any consent or approval required under this Agreement shall not be unreasonably withheld, delayed, or conditioned.

2. Agreement of Sale and Purchase. Subject to the terms and conditions of this Agreement, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Property.

3. Earnest Money.

3.1. On or before 5:00 p.m. on the fifteenth business day after the Effective Date, Buyer shall deposit with the Escrow Agent (as set forth in the Key Provisions Summary) the Earnest Money (as set forth in the Key Provisions Summary). All sums paid by Buyer to Escrow Agent hereunder are included as part of the Earnest Money. Escrow Agent shall deposit the Earnest Money in a non-interest bearing account and shall hold, refund, disburse, and/or distribute, as the case may be, the Earnest Money in accordance with the terms hereof.

3.2. Upon request from Escrow Agent, Seller and Buyer shall enter into such escrow agreement as Escrow Agent may reasonably request and shall jointly and severally hold Escrow Agent harmless with respect to the performance of its duties as Escrow Agent, except to the extent caused by the gross negligence or willful or wanton misconduct of Escrow Agent.

3.3. Escrow Agent Terms.

3.3.1. In the event of a default by Buyer under the terms of this Agreement leading to termination of this Agreement by Seller as provided in Section 9.1 below, or the termination of this Agreement by Seller in accordance with its terms, Escrow Agent is instructed to deliver the Earnest Money to Seller. In the event of a default by Seller under the terms of this Agreement as provided in Section 9.2 below, or the termination of this Agreement by Buyer in EXHIBIT 1 1816

accordance with its terms, Escrow Agent is instructed to deliver the Earnest Money to Buyer. If the sale of the Property is closed, Escrow Agent is instructed to deliver the Earnest Money to Seller to be treated as a credit against the Purchase Price at Closing.

3.3.2. The duties of the Escrow Agent are only as herein specifically provided and purely ministerial in nature and the Escrow Agent incurs no liability whatever except for gross negligence or willful or wanton misconduct. Seller and Buyer each release the Escrow Agent from any act done or omitted to be done by the Escrow Agent in good faith in the performance of its duties hereunder. If Escrow Agent is also attorney for a Party hereto, service by the Escrow Agent as Escrow Agent does not disqualify it from representing such Party in connection with the transactions provided for in this Agreement.

3.3.3. Any request for disbursement of the Earnest Money must be signed by Buyer and Seller; provided, however, that: (1) if either Party terminates this Agreement in accordance with its terms, the non-terminating Party’s joinder in a request for disbursement of the Earnest Money to the terminating Party pursuant to such termination is not required and (2) if either Party makes a written request for disbursement to Escrow Agent, with a copy to the other Party, and the other Party fails to object in writing within ten (10) business days, Escrow Agent is authorized to disburse the Earnest Money to the requesting Party. In addition, Escrow Agent is authorized to disburse the Earnest Money in accordance with a court order.

3.3.4. In connection with this escrow, Buyer and Seller shall execute such additional agreements as Escrow Agent may reasonably request. If, at any time, there exists any dispute or contradiction among the Parties hereto with respect to the holding or disposition of the Earnest Money or funds for Closing, or if at any time Escrow Agent is unable to determine to Escrow Agent’s sole satisfaction the proper disposition of the Earnest Money or funds for Closing, or Escrow Agent’s proper actions with respect to its obligations hereunder, then Escrow Agent may, in its sole discretion, resign as Escrow Agent hereunder by delivery of written notice to all Parties hereto, and upon such resignation, Escrow Agent shall pay the Earnest Money or funds for Closing and all interest, if any, earned thereon to (i) any court of competent jurisdiction for holding and disposition in accordance with the instructions of such court, or (ii) any successor escrow agent designated mutually among the Parties hereto for holding and disposition in accordance herewith or any successor escrow agreement. Upon such resignation, Escrow Agent has no further obligations under this Agreement. Escrow Agent has no liability to any Party hereto or any other person with respect to any such suspension of performance or disbursement into court or successor escrow agent, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of the Earnest Money or funds for Closing, or any delay in or with respect to any other action required or requested of Escrow Agent. Buyer and Seller, jointly and severally, shall reimburse Escrow Agent for all costs and expenses of any legal action or proceeding in connection with the Earnest Money, funds for Closing, or Escrow Agent’s obligations hereunder, including reasonable attorneys’ fees and disbursements actually incurred, and shall indemnify, defend, and hold harmless Escrow Agent from any and all claims, actions, liabilities, judgments, and costs (including reasonable attorneys’ fees actually incurred) incurred in connection with the escrow of the Earnest Money or funds for Closing. Escrow Agent is not liable for any loss of the Earnest Money or funds for Closing by (or as a result of failure of) the bank in which such funds are deposited. Escrow Agent may rely upon any instrument, not only as to its due execution, validity, and effectiveness, but also as to the truth and accuracy of any information contained therein, which appears to have been signed or presented by the person or Party purporting to sign the same. Escrow Agent is not liable for incidental, indirect, special, consequential, or punitive damages.

EXHIBIT 1 1817

3.4. Independent Consideration. The Earnest Money being delivered by Buyer includes the amount of One Hundred No/100 Dollars ($100.00) as independent consideration for Seller’s performance under this Agreement (“Independent Consideration”), which shall be retained by Seller in all instances. If the Closing occurs or if this Agreement is terminated for any reason, then Escrow Holder shall first disburse to Seller from the Earnest Money, the Independent Consideration. The Independent Consideration shall be nonrefundable under all circumstances and shall not be applied to the Purchase Price at Closing. The Independent Consideration, plus Buyer’s agreement to pay the costs provided in this Agreement, has been bargained for as consideration for Seller’s execution and delivery of this Agreement and for Buyer’s review, inspection and termination rights during the Inspection Period, and such consideration is adequate for all purposes under any applicable law or judicial decision.

4. Purchase Price.

4.1. Purchase Price. The total purchase price to be paid by Buyer for the Property shall be One Million Seven Hundred Thousand Dollars ($1,700,000) (“Purchase Price”) which shall be paid as provided in this Section 4.

4.2. Purchase Price Adjustment. During its Due Diligence Period (Section

7.2), Buyer may identify items which have a financial impact to Buyer by proceeding with this Agreement and, therefore, impact the Purchase Price (“Purchase Price Adjustment”). Buyer may notify Seller of such items, including substantiation for the Purchase Price Adjustment. Seller may, but is not obligated to, accept the proposed Purchase Price Adjustment, offer a credit to Buyer at Closing or propose to perform work which may be required to eliminate or reduce costs that may be incurred by Buyer.

If Buyer fails to notify Seller of any Purchase Price Adjustment prior to 5:00 p.m. on the 120
th day of the Due Diligence Period (“Purchase Price Adjustment Notice Deadline”), then Buyer is deemed to have waived any Purchase Price Adjustment and to have accepted the Purchase Price stated in Section 4.1. If Buyer notifies Seller of a Purchase Price Adjustment prior to the Purchase Price Adjustment Notice Deadline (“Buyer’s Purchase Price Adjustment Notice”), Seller shall notify Buyer within ten (10) business days after receipt of Buyer’s Purchase Price Adjustment Notice (“Seller’s Purchase Price Adjustment Response”) whether or not Seller will adjust the Purchase Price, perform work which may be required to eliminate or reduce costs that may be incurred by Buyer (“Seller’s Purchase Price Adjustment Response Period”). If Seller fails to notify Buyer of Seller’s Purchase Price Adjustment Response, then Seller is deemed to have elected not to agree to adjust the Purchase Price.

If Seller’s Purchase Price Adjustment Response indicates that Seller will not seek to adjust the Purchase Price, offer a credit to the Buyer at Closing, or propose to perform work which may be required to eliminate or reduce costs that may be incurred by Buyer, or if Seller fails to notify Buyer of Seller’s Price Adjustment Notice within Seller’s Purchase Price Adjustment Response Period, then Buyer may either (i) waive the Purchase Price Adjustment set forth in Buyer’s Purchase Adjustment Notice and proceed with Closing or (ii) terminate this Agreement by giving written notice thereof to Seller not later than five (5) days after the earlier of (A) Buyer’s receipt of Seller’s Purchase Price Adjustment Response if Seller sent a Seller’s Purchase Price Adjustment Response or (B) Seller’s Purchase Price Adjustment Response Period if Seller failed to notify Buyer of Seller’s Purchase Price Adjustment Response Period. If Buyer fails to so terminate this Agreement, Buyer is deemed to have waived its request for a Purchase Price Adjustment and to have accepted the Purchase Price stated in Section 4.1 of this Agreement.

EXHIBIT 1 1818

4.3. Delivery of Purchase Price to Escrow. The Purchase Price for the Property (as adjusted by the terms of this Agreement) is payable as follows: (i) Escrow Agent will deliver the Earnest Money to Seller at Closing (as defined in Section 11) and (ii) Buyer shall pay the balance of the Purchase Price to Seller (or Escrow Agent) at Closing by wired funds. Seller shall provide wire instructions to Escrow Agent prior to Closing. The Purchase Price will not be adjusted if the number of acres contained in the boundaries of the Property or the square footage of any improvements at the Property is later shown to be more or less than the number of acres or square footage as set forth in the Key Provisions Summary or any of the Due Diligence Documents (as defined in Section 14).

5. Costs and Pro-Rations at Closing.

5.1. Transfer Taxes, Recording Fees and Other Fees. Seller shall pay the cost to prepare the Deed from Seller, and the cost of recording all documents necessary to correct or remove defects in or encumbrances upon Seller’s title to the Property (if applicable). Buyer shall pay the cost of any title examination fees or other due diligence costs (including but not limited to any survey obtained by Buyer), the cost of any title insurance obtained by Buyer, the cost of preparing and/or recording all documents to be recorded other than those referred to in the preceding sentence, all escrow fees, and any other costs related to the Closing. Each Party shall pay its own attorney’s fees. Buyer hereby represents to Seller that the sale of the Property by Seller to Buyer is exempt from documentary transfer taxes.

5.2. Taxes. Ad valorem taxes and assessments (“Taxes”) assessed against the Property for the year in which Closing occurs will be pro-rated on a calendar year or fiscal year basis, as applicable, as of the day of Closing, with Seller charged at Closing for the portion of such Taxes for the year in which Closing occurs that are outstanding and attributable to the period prior to the Closing Date (and with Seller credited at Closing for the portion of Taxes for the year in which Closing occurs that were paid by Seller prior to Closing and are attributable to the period on or after the Closing Date). If tax bills/notices/assessments have not yet been issued for the current calendar or fiscal year as of Closing, such taxes charged to (or credited to) Seller at Closing shall be pro-rated at Closing based upon the most recent tax bill/notice/assessment available as of the Closing Date, which shall be deemed conclusive between Seller and Buyer for all purposes. Buyer hereby represents to Seller that Buyer is not required to pay Taxes on real property it owns in the City of Stockton; as such, Buyer shall not be charged at Closing for any Taxes assessed against the Property for the year in which Closing occurs attributable to the period on and after the Closing Date.

5.3. Utilities. If any utility services are presently being provided to the Property, Seller will pay for such services through the Closing Date, but thereafter any such services in the name of Seller will be terminated. Notwithstanding the foregoing, Buyer shall transfer all utility services at the Property to Buyer as of the Closing Date. If Buyer fails to so transfer the utility services, Buyer shall indemnify, hold harmless, pay, and reimburse Seller, its agents, employees, and contractors, from, for, and against any and all suits, actions, claims, costs, fees, sums, amounts, losses, causes of action, damages, liabilities, and expenses (including reasonable attorneys’ fees, court costs, and alternative dispute resolution expenses) caused in whole or in part or arising directly or indirectly out of Buyer’s failure to so transfer such utilities. The foregoing indemnification obligations of Buyer survive Closing.

6. Conveyance of Title.

EXHIBIT 1 1819

6.1. Deed. Seller shall convey title to the Property to Buyer by grant deed in the form attached hereto as Exhibit C (the “Deed”), subject to Taxes for the year of Closing which will be pro-rated between the Parties at Closing as provided in Section 5.2 above, and subject to matters of survey, easements, encumbrances, restrictions, and any other matters of record, other than defects and encumbrances to be removed, corrected and/or satisfied in accordance with Section 7 below. Seller shall not cause or permit any other defects in or liens, encumbrances, or limitations upon Seller’s title to the Property to arise from and after the Effective Date.

6.2. Legal Description. Seller shall convey the Property by the Deed using the historic legal description of the Property that is of record. If requested by Buyer, and at Buyer’s expense, Seller also shall convey the Property by a quit-claim (non-warranty) deed using the legal description taken from a current and accurate survey of the Property obtained by Buyer at Buyer’s expense from a registered land surveyor.

7. Due Diligence.

7.1. Inspection of Seller’s Title. Buyer may during the Title Period examine Seller’s title to the Property and notify Seller of any defects in or encumbrances upon Seller’s title to the Property (the “Objections”). Seller may, but is not obligated to, remove, correct, and/or satisfy any Objections. If Buyer fails to notify Seller of any Objections prior to 5:00 p.m. on the last day of the Title Period (the “Title Notice Deadline”), then Buyer is deemed to have waived any Objections and to have accepted Seller’s title to the Property. If Buyer notifies Seller of any Objections prior to the Title Notice Deadline (“Buyer’s Objections Notice”), Seller shall notify Buyer within ten (10) business days after receipt of Buyer’s Objections Notice (“Seller’s Response Period”) whether or not Seller will seek to remove, correct, and/or satisfy the Objections (“Seller’s Objections Response”). If Seller fails to notify Buyer of Seller’s Objections Response within Seller’s Response Period, then Seller is deemed to have elected not to seek to remove, correct, and/or satisfy any Objections. If Seller’s Objections Response indicates that Seller will not seek to remove, correct, and/or satisfy all Objections set forth in Buyer’s Objections Notice, or if Seller fails to notify Buyer of Seller’s Objections Response within Seller’s Response Period, then Buyer may (i) waive the Objections set forth in Buyer’s Objections Notice and proceed with Closing, (ii) request a Purchase Price Adjustment under Section 4.2 or (iii) terminate this Agreement by giving written notice thereof to Seller not later than five (5) business days after the earlier of (A) Buyer’s receipt of Seller’s Objections Response if Seller sent a Seller’s Objections Response or (B) Seller’s Response Period if Seller failed to notify Buyer of Seller’s Objections Response within Seller’s Response Period. If Buyer fails to timely so terminate this Agreement, Buyer is deemed to have waived all Objections and to have accepted Seller’s title to the Property. If there remain at Closing any Objections that Buyer included in Buyer’s Objections Notice for which Seller affirmatively agreed to seek to remove, correct, and/or satisfy in Seller’s Objections Response, then Buyer may elect to: (1) consummate the transaction contemplated hereby without regard to such Objections (in which event, the Purchase Price shall not be adjusted because of such Objections) or (2) terminate this Agreement at Closing (in which case the Earnest Money shall be refunded promptly to Buyer).

7.2. Due Diligence on Property. Buyer may during the Due Diligence Period determine whether the Property is suitable for Buyer’s intended development and/or use thereof.

Subject to the limitations set forth in this Section and the requirements set forth in Section 7.3 below, Buyer, its agents, employees, and contractors, may access the Property for the purpose of making inspections, surveys, soil and drainage tests, and generally collecting information deemed necessary by Buyer to make its determination as to the suitability of the Property for EXHIBIT 1 1820

Buyer’s intended development and/or use, all at Buyer’s sole cost and expense. Within forty-eight (48) hours after the Effective Date, Seller shall deliver copies of the documents listed on Exhibit D attached hereto. If Buyer desires to enter upon the Property (or have a representative of or consultant for Buyer enter upon the Property), Buyer shall give Seller forty-eight (48) hours’ prior notice of the time of such proposed entry, specifying the purpose of such proposed entry, and Seller (or its representative) is entitled to be present during such entry. Buyer shall not conduct any invasive testing of the Property (e.g., a Phase II environmental assessment, geotechnical borings, etc.) without the prior written consent of Seller (which consent may be withheld only in an exercise of Seller’s reasonable discretion). In connection with any such request for consent, Buyer shall furnish to Seller a detailed description of the contemplated testing or sampling work, including a site map indicating the location of the proposed testing or sampling. The Parties shall, prior to any invasive environmental/hazardous substance testing, enter into a separate access agreement governing such invasive testing. Buyer shall conduct such testing/sampling in such a way as to minimize interference with the business operations of Seller and other occupants, if any, at the Property. Buyer shall repair any damage to the Property caused by Buyer’s entry or testing and restore the Property to its condition prior to such testing, at Buyer’s sole cost and expense.

Until restoration is complete, Buyer shall take commercially reasonable steps to cause any conditions on the Property created by Buyer’s testing to not interfere with the normal operation of the Property, Seller’s business operations, or create any dangerous conditions on the Property.

The foregoing covenant shall survive any termination of this Agreement. If Buyer delivers written notice to Seller on or before 5:00 p.m. on the last day of the Due Diligence Period (the “Due Diligence Period Deadline”) that the Property is not suitable for Buyer’s intended development and/or use thereof, then the Earnest Money will be returned promptly to Buyer and this Agreement is deemed terminated. If Buyer does not timely deliver such written notice prior to the Due Diligence Period Deadline, or if Buyer notifies Seller prior to the Due Diligence Period Deadline that the Property is suitable for Buyer’s intended development and/or use, then this Agreement continues to be effective and binding upon the Parties, the conditions set forth in this Section 7.2 are deemed to have been satisfied, and the Earnest Money is non-refundable to Buyer [except in the event of Seller’s default hereunder (but such Earnest Money shall be applied against the Purchase Price)].

7.3. Insurance Requirements. Buyer hereby represents to Seller that Buyer’s self-insurance with respect to Commercial General Liability insurance, Commercial Auto Liability insurance and Workers’ Compensation insurance, and Seller’s protection thereunder, is as set forth in Exhibit E attached hereto. Prior to any contractor or consultant of Buyer entering the Property, Buyer shall deliver to Seller a certificate of insurance from the applicable contractor or consultant of Buyer entering the Property naming Seller as an additional insured and evidencing not less than the following insurance coverage: (i) Commercial General Liability insurance with limits of liability not less than $2,000,000 per occurrence; (ii) Commercial Auto Liability insurance with combined single limits of liability not less than $1,000,000; and (iii) Workers’ Compensation insurance in accordance with applicable statutory requirements.

7.4. Indemnity.

7.4.1. Buyer’s Indemnification. Buyer shall defend, indemnify, hold harmless, pay, and reimburse Seller, its agents, employees, and contractors, from, for, and against any and all suits, actions, claims, costs, fees, sums, amounts, losses, causes of action, damages, liabilities, and expenses (including reasonable attorneys’ fees, court costs, and alternative dispute resolution expenses) caused or arising out of Buyer, or its officers, officials, agents, employees, consultants or contractors entering upon the Property prior to Closing, except to the extent caused by Seller’s gross negligence or willful misconduct.

EXHIBIT 1 1821

7.4.2 Seller’s Indemnification. Seller shall defend indemnify, hold harmless, pay, and reimburse Buyer, its officers, officials, agents, employees, and contractors, from, for, and against any and all suits, actions, claims, costs, fees, sums, amounts, losses, causes of action, damages, liabilities, and expenses (including reasonable attorneys’ fees, court costs, and alternative dispute resolution expenses) caused or arising out of (i) any breach or violation of this Agreement or of any express representation, warranty or covenant made in this Agreement by Seller; (ii) the failure of Seller to pay or otherwise discharge when due, any contractual or other obligation of Seller with respect to the Property which arises prior to the closing of escrow and is not expressly assumed by Buyer pursuant to this Agreement; (iii) thirdparty claims resulting from the Seller's handling of the Property or assets before the Closing Date other than as released below.

7.5. Buyer’s Purchase “As-Is”- Release.

7.5.1. Buyer’s Purchase “As-Is”. As of the date of the expiration of the Feasibility Period, Buyer will have examined and inspected the Property and will know and be satisfied with the physical condition, quality, quantity, and state of repair of the Property in all respects and shall have determined that the same is acceptable to Buyer “AS-IS.” Buyer acknowledges that, except for Seller’s express representations, warranties and covenants set forth in this Agreement, Buyer is acquiring the Property in “AS-IS” condition solely in reliance on its own inspections and examination and its own evaluation of the Property. Buyer agrees that, other than as set forth in this Agreement or in any document provided to Buyer by Seller, no representations, statements or warranties have at any time been made by Seller or Seller’s agents as to the physical condition, quality, quantity, or state of repair of the Property or related to the operation or prospects for the Property. Buyer acknowledges and agrees that during the Feasibility Period: (i) Buyer will review all instruments, records, and documents which Buyer deems appropriate and advisable to review in connection with this transaction, including but not limited to the Leases, any of the entitlements, architectural drawings, plans, specifications, surveys, building and occupancy permits, and any licenses, contracts, warranties and guarantees relating to the Property, and Buyer, by proceeding with this transaction following the expiration of the Feasibility Period, will be deemed to have determined that the same and information and data contained therein and evidenced thereby are satisfactory to Buyer; (ii) Buyer will review all applicable laws, ordinances, and governmental regulations (including but not limited to those relative to building, zoning, and land use) affecting the development use, occupancy, or enjoyment of the Property; (iii) Buyer will, at its own cost and expense, make its own independent investigation respecting the Property and is relying thereon and on the advice of its consultants in entering into this Agreement and, by proceeding with this transaction following the expiration of the Feasibility Period, will be deemed to have determined that the same are satisfactory to Buyer; and (iv) except for Seller’s representations, warranties and covenants herein, Buyer expressly waives and relinquishes any rights it may have under, and specifically releases Seller from any liability with respect to, any laws or regulations requiring disclosure of natural hazards affecting the Property except as expressly provided herein and hereby acknowledges and agrees that except as set forth in this Agreement and the documents to be executed by Seller at Closing. Seller has not made, does not make and specifically negates EXHIBIT 1 1822
EXHIBIT 1 1823

8. Closing.

8.1. Closing Date. The Closing (the “Closing”) of the acquisition will occur, if at all, at the offices of Escrow Agent. The date of Closing is the Closing Date set forth in the Key Provisions Summary.

8.2. Closing Documents. Seller shall execute and deliver to Escrow Agent at Closing the Deed, a customary owner’s affidavit with respect to the Property, an affidavit evidencing Seller’s non-foreign status for federal tax purposes. At or prior to Closing, each Party shall deliver to Escrow Agent such other documents reasonably required by the other Party or Escrow Agent to establish the authority of such Party to enter into and close the transactions contemplated hereby and to complete and evidence the acquisition of the Property contemplated hereby, including, without limitation, a closing statement and such other documents as are reasonably necessary or appropriate to satisfy applicable federal requirements for the reporting of real estate transactions.

9. Breach, Termination, and Expiration.

9.1. Breach by Buyer. Notwithstanding anything to the contrary contained herein, if Buyer fails or refuses to close when required to do so, or is otherwise in breach of this Agreement, and fails to cure either of such breaches within ten (10) days of receipt of written notice of a breach from Seller, then the Earnest Money will be promptly paid over to Seller as full liquidated damages for Buyer’s failure or refusal to close in accordance with the terms of this Agreement, or for Buyer’s other breach, as the case may be. The Parties acknowledge the difficulty of ascertaining Seller’s damages in such a circumstance and agree that the amount of the Earnest Money represents a reasonable and mutual attempt by Buyer and Seller to anticipate the consequence to Seller of Buyer’s breach. Upon the implementation of this Section 9.1, and except for obligations that survive the expiration or earlier termination of this Agreement, this Agreement is deemed terminated and neither Party has any rights hereunder to specific performance or to damages other than liquidated damages as provided in this Section 0 for Buyer’s failure or refusal to close, or for Buyer’s other breach of this Agreement, as the case may be.

9.2. Breach by Seller. Notwithstanding anything to the contrary contained herein, if Seller fails or refuses to close when required to do so, or is otherwise in breach of this Agreement, and fails to cure either of such breaches within ten (10) days of receipt of written notice of a breach from Buyer, then the Earnest Money, plus an amount equal to the amount of the Earnest Money (collectively, “Seller’s Default Payment”), will be promptly paid to Buyer as full liquidated damages for Seller’s failure or refusal to close in accordance with the terms of this Agreement or for Seller’s other breach, as the case may be. The Parties acknowledge the difficulty of ascertaining Buyer’s damages in such a circumstance and agree that the amount of Seller’s Default Payment represents a reasonable and mutual attempt by Seller and Buyer to anticipate the consequence to Buyer of Seller’s breach. Upon the implementation of this Section 9.2, and except for obligations that survive the expiration or earlier termination of this Agreement, this Agreement is deemed terminated and neither Party has any rights hereunder to specific performance or to damages other than liquidated damages as provided in this Section 9.2 for Seller’s failure or refusal to close, or for Seller’s other breach, as the case may be.

10. Cancellation of Record of Buyer’s Rights. If this Agreement expires or is terminated prior to Closing, Buyer’s rights and interests in and to the Property are deemed void; EXHIBIT 1 1824

provided, however, that Buyer shall, upon request of Seller, execute and deliver to Seller a quitclaim deed releasing the Property from any right or interest of Buyer.

11. Confidentiality. All documents, records, and materials provided to or made available to Buyer hereunder, including the documents listed on Exhibit D attached hereto (collectively, the “Due Diligence Documents”) are confidential and Buyer shall not distribute or disclose them to any person or entity other than to (i) Buyer’s directors, officers, employees, and partners, (ii) those consultants, lenders, or other third parties working with Buyer in connection with this Agreement that need to know such information for the purpose of consummating Closing, and (iii) members of the public to the extent required for Buyer to comply with its obligations under California’s Public Records Act (California Government Code Section 7920.000 et seq.). If Buyer receives a subpoena or other request to disclose this Agreement or any such documents, records or materials under California’s Public Records Act, Buyer shall promptly notify Seller thereof in order to permit Seller the opportunity to seek a protective order or take any other appropriate action to prevent disclosure of this Agreement or such documents, records or materials.

12. Assignment. Buyer shall not assign Buyer’s rights under this Agreement without Seller’s prior written consent, which may be withheld by Seller in its sole and absolute discretion (it being understood that Seller is entering into this transaction in part because of Buyer’s and/or Buyer’s principals’ specific experience and creditworthiness).

13. Notices.

13.1. Written Notice; Delivery Methods. Each Party giving or making any notice, request, demand, consent, approval, or other communication (each, a “Notice” (but sometimes “notice”)) pursuant to this Agreement shall: (i) give the Notice in writing; (ii) cause the Notice to be signed by an authorized representative of the sending Party (the sending Party’s attorney is authorized to sign and send a Notice on behalf of the sending Party); and (iii) use one of the following methods of delivery, each of which for purposes of this Agreement is a writing:
(a) personal delivery; (b) Certified Mail, return receipt requested, with postage paid; (c) nationally recognized overnight courier, with all fees paid; or (d) email (but only if a Party’s email address is included in its notice address in the Key Provisions Summary or is otherwise provided to the other Party by a Notice).

13.2. Addresses. Each Party giving a Notice shall address the Notice to the appropriate person at the receiving Party (the “Addressee”) at the address(es) listed in the Notice Addresses section of the Key Provisions Summary or to another Addressee or at another address as designated by a Party in a Notice pursuant to this Section 03.

13.3. Effectiveness of a Notice. Except as provided elsewhere in this Agreement, a Notice is effective only if (i) the Party giving the Notice has complied with the two subsections set forth above and (ii) the Notice is deemed to have been received by the Addressee. A Notice is deemed to have been received by the Addressee as follows: (a) if a Notice is delivered in person, sent by Certified Mail, or sent by nationally recognized overnight courier:
on the earlier of the date of delivery or the date the Notice is available for pickup, all as evidenced by the records of the delivering person or entity; (b) if a Notice is sent by email: on the date the email Notice is sent to the Addressee’s email address; and (c) if the Addressee rejects or otherwise refuses to accept the Notice (e.g., if the Addressee does not pick up the Notice timely), or if the Notice cannot be delivered because of a change in address for which no Notice was given: upon the rejection, refusal, or inability to deliver the Notice, which shall be deemed to be the date of rejection, refusal, inability to deliver, or availability for pickup, all as evidenced by the EXHIBIT 1 1825

records of the delivering person or entity. If a Notice is sent by email, the Party sending the Notice also must send, unless such requirement is waived in a return email from the receiving Party, a confirmation copy of the Notice by one of the other methods in the first subsection set forth above within three (3) business days after the send date of the email, but the lack of delivery of such other Notice does not negate the email Notice.

13.4. Delivery Time of Notice. Notwithstanding the foregoing, if any Notice is received after 5:00 p.m. on a Business Day where the Addressee is located, or on a day that is not a Business Day where the Addressee is located, then the Notice is deemed received at 9:00 a.m. on the next Business Day where the Addressee is located.

14. Brokers. Each Party represents to the other that it has had no dealings with any real estate broker, agent, or finder in connection with the negotiation of this Agreement other than the Brokers and that it knows of no real estate broker or agent entitled to any commission or finder’s fee in connection with this Agreement other than the Brokers. Seller shall pay to Seller’s Broker a commission fee pursuant to a separate written agreement between Seller and Seller’s Broker. Each Party shall indemnify and hold harmless the other Party from and against any and all claims, demands, losses, liabilities, lawsuits, judgments, costs, and expenses (including attorneys’ fees and costs) with respect to any leasing commission, finder’s fee, or equivalent compensation alleged to be owing on account of the indemnifying Party’s dealings with any real estate broker, agent, or finder. The provisions of this Section 04 survive Closing or the earlier termination of this Agreement.

15. Additional Terms.

15.1. Successors or Assigns. The terms, conditions, covenants, and agreements of this Agreement extend to and are binding upon Seller, Buyer, and their respective heirs, administrators, executors, legal representatives, and permitted successors and assigns, if any.

15.2. Severability. If any provision of this Agreement is held to be unenforceable, then that provision is to be construed either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if not). If an unenforceable provision is modified or disregarded in accordance with this Section 15.20, the rest of this Agreement is to remain in effect as written, and the unenforceable provision is to remain as written in any circumstances other than those in which the provision is held to be unenforceable.

15.3. Waiver. The Parties may waive any provision of this Agreement only by a writing executed by the Party or Parties against whom the waiver is sought to be enforced. No failure or delay in exercising any right or remedy or in requiring the satisfaction of any condition under this Agreement, and no act, omission, or course of dealing between the Parties, operates as a waiver or estoppel of any right, remedy, or condition. A waiver once given is not to be construed as a waiver on any future occasion or against any other person or entity.

15.4. Amendment. The Parties may amend this Agreement only by a written agreement of the Parties that identifies itself as an amendment to this Agreement.

15.5. Headings & Interpretation. The descriptive headings/captions of the sections and subsections of this Agreement are for convenience only, do not constitute a part of this Agreement, and do not affect this Agreement’s construction or interpretation. Whenever used in this Agreement: (i) the words “herein”, “hereof”, and similar words refer to this Agreement in its EXHIBIT 1 1826

entirety and not solely to any specific sentence, paragraph, or section; (ii) the words “include,” “includes,” and “including” mean considered as part of a larger group, incorporate “without limitation”, and are not limited to the items recited (it being the intention of the Parties that each hereby waives the benefits of Section 3534 of the California Civil Code); (iii) the word “shall” means “is obligated to”; (iv) the word “may” means “is permitted to, but is not obligated to”; and (v) unless otherwise noted reference to a specific Section or Exhibit is a reference to a Section or Exhibit in this Agreement.

15.6. Choice of Law. The laws of the state, commonwealth, or jurisdiction where the Property is located (without giving effect to its conflict of laws principles) govern all matters arising out of or relating to this Agreement and the transactions it contemplates, including its interpretation, construction, performance, and enforcement.

15.7. Authority to Execute. Each Party represents to the other Party that this Agreement: (i) resulted from an arm’s-length negotiation; (ii) has been duly authorized, executed, and delivered by and on behalf of such Party; and (iii) constitutes the valid, binding, and enforceable agreement of such Party in accordance with the terms of this Agreement. In addition, Seller represents to Buyer that Seller has the full right, power, and authority to enter into this Agreement without the necessity of obtaining any third party approval (other than those already obtained by Seller) and that the terms of this Agreement do not violate any agreement, loan, condition, covenant, restriction, exclusive, or any other agreement or provisions which existed prior to the date of this Agreement.

15.8. No Construction Against Drafting Party. Seller and Buyer acknowledge that each of them and their respective counsel have had an opportunity to review this Agreement and that this Agreement will not be construed for or against either Party merely because such Party prepared or drafted this Agreement or any particular provision thereof.

15.9. Counterparts & Digital Signatures. The Parties may execute this Agreement in multiple counterparts, each of which constitutes an original, and all of which, collectively, constitute only one agreement. The signatures of all Parties need not appear on the same counterpart. This Agreement is valid, binding, and enforceable against a Party only when executed by an authorized individual on behalf of a Party by means of (i) an electronic signature that complies with the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, or any other relevant and applicable electronic signatures law; (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature has for all purposes the same validity, legal effect, and admissibility in evidence as an original manual signature. This Agreement is effective upon delivery of one executed counterpart from each Party to the other Party(ies) In proving this Agreement, a Party must produce or account only for the executed counterpart of the Party to be charged.

15.10. Damages. Notwithstanding anything set forth in this Agreement to the contrary, neither Party is liable to the other for any special, indirect, punitive, or consequential damages.

15.11. Time of the Essence. Time is of the essence in this Agreement.

15.12. Business Days. “Business Day” (or “business day”) means any day other than a Saturday, Sunday or any other day on which Buyer’s administrative offices or Escrow Agent is not open for business. In the event any date, deadline or due date set forth in this EXHIBIT 1 1827

Agreement falls on a day that is not a Business Day, then such deadline or due date shall automatically be extended to the next Business Day.

15.13. Attorneys’ Fees. In the event of any litigation related to this Agreement, whether to enforce its terms, recover for default, or otherwise, if either Party receives a judgment, settlement, or award in its favor (the “Receiving Party”) against the other Party (the “Paying Party”) in such litigation, the Paying Party will pay upon demand all of the Receiving Party’s costs, charges, and expenses (including reasonable attorneys’ fees, court costs, and expert witness fees) arising out of such litigation (including the costs of any appeal related thereto); provided, however, that if prior to commencement of a trial in the litigation the Paying Party offers to pay an amount equal to or in excess of such judgment, settlement, or award, the Receiving Party is not entitled to any such costs, charges, or expenses.

15.14. Third-Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies upon any person or legal entity other than the signatories.

15.15. Effective Date. If Buyer or Seller signs this Agreement but fails to date its signature then the date that the second Party to sign receives the other Party’s undated signature will be deemed to be the date of the undated signature and the second Party to sign may inscribe such date as the date associated with the undated signature; provided, however, that if only one of Buyer or Seller dates its signature below, then such date is deemed to be the Effective Date of this Agreement.

15.16. Anti-Money Laundering, Sanctions, and Anti-Corruption.

15.16.1. “AML Laws” means all U.S. anti-money laundering laws that criminalize money laundering or any predicate crimes to money laundering. “Anti-Corruption Laws” means the U.S. Foreign Corrupt Practices Act and any similar applicable statute, rule, or regulation relating to bribery or corruption. “Sanctions” means any economic, trade, or financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes, or anti-terrorism laws imposed from time to time by the United States government including but not limited to those administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control.

Each Party represents to the other Party that it is not a target of Sanctions and will not directly or indirectly transfer any of its interest in the Agreement to a target of Sanctions. At all times during the term of this Agreement each Party shall not violate applicable Sanctions, AML Laws, or AntiCorruption Laws to the extent that such violation results in it being unlawful for the non-violating Party to transact business under the Agreement with the violating Party. If a violation occurs that results in it being unlawful for the non-violating Party to transact business under the Agreement with the violating Party, the non-violating Party may suspend, upon written notice thereof to the violating Party, any monetary obligations under the Agreement until such time as the violating Party is no longer in violation. In addition, if such violation is not cured promptly, the non-violating Party may terminate the Agreement upon prior written notice thereof to the violating Party.

15.16.2. “Sanctions Info” means (i) full legal name, (ii) TIN/SSN for an entity or individual, as applicable, that is a Party to the Agreement, and (iii) full current business street address. “Entity Signatory” (collectively, “Entity Signatories”) means an entity that executes this Agreement directly or indirectly for an entity Party. Buyer shall, prior to execution of this Agreement, deliver to Seller a notice setting forth Sanctions Info for all entities and individuals that are a Party to the Agreement and for all Entity Signatories (e.g., if the entity executing this Agreement is John Smith LLC (the entity Party) by Peter Jones LLC, its sole manager (the Entity Signatory), by Jack Miller, its sole manager, then the notice must include Sanctions Info for John EXHIBIT 1 1828

Smith LLC and for Peter Jones LLC, but not for Jack Miller). Thereafter, each Party shall, within five (5) business days after receipt of written notice thereof from the other Party, deliver to the requesting Party a notice setting forth the Sanctions Info (see example above) for all entities and individuals that are a Party to the Agreement and for all Entity Signatories.

15.17. Tax-Free Exchange. Each Party has informed the other that it may desire to have this transaction constitute a tax-free exchange of properties utilizing the provisions of Section 1031 of the Internal Revenue Code of 1986, as amended. Each Party agrees to cooperate with the other Party to effectuate and facilitate such an exchange, provided that: (a) the exchange does not delay Closing under this Agreement, (b) the non-exchanging Party does not incur any additional liability or expense (other than nominal legal fees for reviewing any exchange documentation) as a result of its cooperation, and (c) the non-exchanging Party is not required to enter into any contract to purchase any other property, or take title to any property other than the Property. In particular, Buyer may, upon at least ten (10) business days’ prior written notice thereof to Seller, assign its rights under this Agreement prior to Closing to a “Qualified Intermediary,” as that term is defined in applicable Treasury Regulations.

15.18. Natural Hazard Disclosure. Seller has commissioned an affiliate of Escrow Agent to prepare a natural hazard disclosure statement (the “Natural Hazard Disclosure”), including the matters required by that certain Article 1.7 of the California Civil Code (currently Section 1103 through 1103.14). Buyer acknowledges that the Natural Hazard Disclosure shall serve to satisfy any and all disclosure requirements relating to the matters referenced in the Natural Hazard Disclosure. Seller does not warrant or represent either the accuracy or completeness of the information in the Natural Hazard Disclosure, and Buyer shall use the same merely as a part of its overall investigation of the Property.

16. Offer and Acceptance; Binding Effect. This Agreement, as executed by the first Party to execute this Agreement (the “Offeror”), constitutes an offer to the other Party to execute this Agreement (the “Offeree”). “First Party Signature Date” means the date the Offeror signs this Agreement as shown on the signature page(s) attached hereto. The Offeree may accept the offer, if at all, by delivering to the Offeror one (1) fully executed original or counterpart of this Agreement on or before 5:00 p.m. on the Acceptance Date. Notwithstanding the notice provisions of this Agreement, acceptance of the offer will be effective only upon the actual receipt by the Offeror of the above executed original or counterpart. The above offer, if not timely accepted as provided above, is void as of the date and time set forth above.

17. Merger/Prior Agreements. THIS AGREEMENT CONSTITUTES THE FINAL AGREEMENT BETWEEN THE PARTIES REGARDING THE SUBJECT MATTER HEREOF. IT IS THE COMPLETE AND EXCLUSIVE EXPRESSION OF THE PARTIES’ AGREEMENT ON THE MATTERS CONTAINED IN THIS AGREEMENT. ALL PRIOR AND CONTEMPORANEOUS

NEGOTIATIONS AND AGREEMENTS BETWEEN THE PARTIES ON THE MATTERS

CONTAINED IN THIS AGREEMENT ARE EXPRESSLY MERGED INTO AND SUPERSEDED BY THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT MAY NOT BE EXPLAINED,

SUPPLEMENTED, OR QUALIFIED THROUGH EVIDENCE OF TRADE USAGE OR A PRIOR COURSE OF DEALINGS. IN ENTERING INTO THIS AGREEMENT, THE PARTIES HAVE NOT

RELIED UPON ANY STATEMENT, REPRESENTATION, OR AGREEMENT OF THE OTHER PARTY EXCEPT FOR THOSE EXPRESSLY CONTAINED IN THIS AGREEMENT. THERE IS

NO CONDITION PRECEDENT TO THE EFFECTIVENESS OF THIS AGREEMENT OTHER THAN THOSE EXPRESSLY STATED IN THIS AGREEMENT.

EXHIBIT 1 1829
EXHIBIT 1 1830
EXHIBIT 1 1831

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
)
County of )
On _____________________, 20____ before me,
_____________________________________, Notary Public, personally appeared ________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.
______________________________ (Seal)
(Signature)
EXHIBIT 1 1832

EXHIBIT A

LEGAL DESCRIPTION
EXHIBIT 1 1833

EXHIBIT B

SITE PLAN
EXHIBIT 1 1834

EXHIBIT C

FORM OF DEED

RECORDING REQUESTED BY

AND WHEN RECORDED, RETURN TO AND
MAIL ANY TAX STATEMENTS TO:

City of Stockton
400 East Main Street, 4th Floor
Stockton, CA 95202
Attn: Director of Economic Development
___________________________________________________________________________ EXEMPT FROM BUILDING HOMES AND JOBS ACTS FEE PER GOVERNMENT CODE 27388.1(a)(2) APN: 137-410-15
260 W. Fremont St.

Stockton, CA 95203

THE UNDERSIGNED GRANTOR DECLARES
DOCUMENTARY TRANSFER TAX is Exempt; City Transfer Tax is Exempt This conveyance is exempt from Documentary Transfer Tax pursuant to Section 11922 of the California Revenue and Taxation Code

GRANT DEED
FOR VALUE RECEIVED, Marina Towers LLC, a California limited liability company (“Grantor”), grants to City of Stockton, a municipal corporation (“Grantee”), all that certain real property located in the City of Stockton, County of San Joaquin, State of California, more particularly described in Exhibit A attached hereto and incorporated herein by reference thereto (the “Property”). This conveyance is made and accepted subject to non-delinquent taxes and assessments and all matters which appear in the public record as of the date hereof, including those shown on any recorded plat or survey, or that would be revealed by a current/accurate survey or physical inspection of the Property.

This Grant Deed may be executed in any number of 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]
EXHIBIT 1 1835

IN WITNESS WHEREOF, Grantor has executed this Grant Deed effective as of the ______ day of ________________, 202_.

GRANTOR: MARINA TOWERS LLC
a California limited liability company
By:

Name:

Title:

By:

Name:

Title:

EXHIBIT 1 1836

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
)
County of )
On _____________________, 20____ before me,
_____________________________________, Notary Public, personally appeared ________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.
______________________________ (Seal)
(Signature)
EXHIBIT 1 1837
Exhibit A to Grant Deed
Legal Description of Property
The land referred to herein is situated in the City of Stockton, County of San Joaquin, State of California and is described as follows:

EXHIBIT 1 1838

EXHIBIT D

LIST OF DUE DILIGENCE DOCUMENTS

1. Property Of Interest - 260 W Fremont Street
a. California Joint Powers Risk Management Authority: Property Value b. Terminated Lease with Regent Development
c. Executed settlement with Regent Development
d. Deed Restriction
e. Remedial Design & Implementation
f. Grant Deed

2. Department of Toxic Substances Letter Dated 10.23.2014

3. Five Year Report - By ENGEO, Inc. Dated

4.25.2023

4. Approval of Five Year Report - DTSC Dated: 4.27.2023

5. Various Annual DTSC Reports 2.10.2015, 11.7.2015, 1.25.2021 &

1.12.2022
EXHIBIT 1 1839

EXHIBIT E
BUYER’S SELF INSURANCE
EXHIBIT 1 1840

AUTHORIZE THE ACQUISITION OF

REAL PROPERTY LOCATED AT
260 WEST FREMONT STREET
Stockton City Council
Agenda Item 15.6
November 19, 2024
1841
Background
As the City continues to evaluate strategic acquisitions for a larger revitalization of the downtown core, EDD identified the opportunity to acquire the subject Property. The Property’s proximity to the Waterfront aligns with three key strategies of the Economic Development Strategic Action Plan, which will support a more vibrant community and resilient economy for Stocktonians.

December 2018:

Envision Stockton 2040 General Plan adopted
January 2022:

Economic Development Strategic Action Plan adopted
with a focus on investment and revitalization of downtown Stockton
February 2023:
$1.94 million de-obligated from the Open Windows
project for use in the downtown land development
May 14, 2024:

Redevelopment Fund established
1842
Proposed Acquisition
A City Department may initiate the acquisition of real property according to Administrative Directive HRD-01, Acquisition of Real Property, by submitting a written request to the City Manager
Economic Development Department (EDD) requested approval to start the acquisition process for 260 West Freemont, Stockton, CA 95202
The Property’s proximity to the Waterfront focuses on three key strategies of the Economic Development Strategic Action Plan, which together will support more Stocktonians to build a strong, proud and more resilient economy and community Market comparables were identified by City staff and negotiations commenced 1843
Purchase & Sale Agreement – Key Terms
Property 260 W. Fremont St., Stockton, CA (APN: 137-40-15) Seller Marina Towers LLC, a California limited liability company Purchase Price $1,700,000 (One Million Seven Hundred Thousand Dollars) Earnest Money $170,000 (One Hundred Seventy Thousand Dollars) deposited within 15 days of effective date
Due Diligence Period 150 days after effective date
Closing Date Not later than 60 days after expiration of the Due Diligence Period 1844

1. Authorizing the acquisition of real property located at 260 West Fremont Street, Stockton California, APN 137-410-15 (Property) from Marina Towers LLC, a California limited liability company (Seller) in the amount of up to $1,700,000;

2. Authorizing the filing Notice of Exemption under Section 15061(B)(3) under the California Environmental Quality Act (CEQA) for the acquisition of real property located at 260 West Fremont Street, Stockton California, APN 137-410-15; and,

3. Authorizing a budget amendment to appropriate additional funds from the Redevelopment fund balance to support acquisition transactions.

4. Authorizing the City Manager to execute a purchase and sale agreement substantially similar in form to the Exhibit attached to the Resolution, as well as any due diligence costs associated with the purchase of the Property, and take actions necessary and appropriate to carry out the purpose and intent of this resolution.

It is
recommended
that City Council
adopt a
resolution:
1845
City of Stockton
Legislation Text
File #: 24-1070, Version: 1
PUBLIC MEETING: STOCKTON TOURISM BUSINESS IMPROVEMENT DISTRICT RENEWAL

RECOMMENDATION
It is recommended that the City Council adopt two Resolutions:

1. Modifying the Management District Plan of the Stockton Tourism Improvement District to end early on December 31, 2024; and

2. Renewing the Stockton Tourism Business Improvement District for a ten-year period effective January 1, 2025, declaring the results of the protest proceedings, levying an assessment on lodging businesses within the district, approving the Management District Plan and designating the Stockton Convention and Visitors Bureau, Inc. as managing entity, approving an amendment to agreement 2014-11-04-1601-01 NP with the Stockton Convention and Visitors Bureau, Inc., to manage the district funds, (Attachment A); and

3. Authorizing the City Manager to take all necessary and appropriate actions to execute the agreement and carry out the purpose of these resolutions.

Summary
A Tourism Business Improvement District is a flexible financing tool for creating private-sector, selfgoverned management districts. The Stockton Tourism Business Improvement District (STBID), is one such district, formed by the City Council in 2010, Reso 10-0406 (Attachment B) to support the marketing and attraction efforts of hospitality and tourism business within the City of Stockton. The district was reestablished (renewed) for an additional ten years in 2014 by Reso. 2014-11-04-1601- 01 (Attachment C).

The Stockton Convention and Visitors Bureau (Visit Stockton) is contracted to manage the STBID and delivers tourism marketing and attraction programs in alignment with the STBID Management District Plan. The hoteliers paying the STBID, through signed petitions and communications from the Visit Stockton Board (Board), have requested that the City of Stockton consider reestablishing the District for a term of ten (10) years beginning January 1, 2025. Additionally, it is requested that the contract with Visit Stockton for management of the STBID be extended through the renewed STBID term ending December 31, 2034.

DISCUSSION
Background
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File #: 24-1070, Version: 1
The STBID is a benefit assessment district proposed to continue a revenue source to help fund marketing and sales promotion efforts for Stockton lodging businesses. This approach has been used successfully in other destination areas throughout the state to improve tourism and drive additional room nights to assessed lodging businesses. The renewed STBID includes all lodging businesses, existing and future, available for public occupancy located within the boundaries of the City of Stockton. The Stockton Convention and Visitors Bureau (Visit Stockton) was contracted to manage the STBID originally through Resolution 10-0407 (Attachment D) and again in 2014 through Resolution 2014-11-04-1601-02 (Attachment E).

Tourism Business Improvement Districts
Tourism Business Improvement Districts (TBIDs) utilize the efficiencies of private sector operation in the market-based promotion of tourism. These special assessment districts allow lodging business owners to organize their efforts to increase tourism. Lodging business owners within the TBID fund the TBID, and those funds are used to provide services that are desired by and benefit the lodging businesses within the TBID.

In California, TBIDs are primarily formed pursuant to the Property and Business Improvement District Law of 1994 (94 Law). This law allows for the creation of special benefit assessment districts to raise funds within a specific geographic area. The key difference between TBIDs and other special benefit assessment districts is that funds raised are returned to the private non-profit corporation governing the TBID.

MANAGEMENT DISTRICT PLAN
The Management District Plan (Attachment F) includes the proposed boundary of the STBID, a service plan and budget, and a proposed means of governance. The STBID will include all lodging businesses, existing and in the future, available for public occupancy within the boundaries of the City of Stockton.

The annual assessment rate will increase from four (4%) to five percent (5%) of gross short-term (stays less than 31 days) sleeping room rental revenue. In year six (6) of the STBID’s term, the assessment rate shall automatically increase by one-half -of-one percent (0.5%), to a total assessment rate of five and one-half-of-one percent (5.5%). Based on the benefit received, assessments will not be collected on stays of more than thirty (30) consecutive days.

The renewed STBID will have a ten (10) year term, beginning January 1, 2025, and ending ten (10) years from its start date. The assessment will be implemented beginning January 1, 2025. Once per year, beginning on the anniversary of STBID renewal there is a thirty (30) day period in which business owners paying fifty percent (50%) or more of the assessment may protest and begin proceedings to terminate the STBID.

The City will be responsible for collecting the assessment on a quarterly basis from each lodging business located in the STBID boundaries. The City shall forward the assessments to Visit Stockton (VS), which will have the responsibility of managing STBID programs as provided in the Management District Plan.

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File #: 24-1070, Version: 1
The basic steps to renew the STBID are:

July - Sept 2024 Solicit hoteliers to sign a petition to renew the STBID October 1, 2024 Council adopted a Resolution of Intention (Resolution 2024-10-01-1208- 01, Attachment G) to renew the STBID and preliminarily approve the Management District Plan
October 4, 2024 Notices to renew the STBID were mailed to lodging businesses November 12, 2024 Hold a public meeting to provide interested parties an opportunity to provide testimony supporting/opposing the assessment
November 19, 2024 Hold a public hearing where Council takes action (approves) the renewal of the STBID
November 19, 2024 Council approves the contract between the City and Visit Stockton for management services or the STBID
January 1, 2025 If all the above steps are completed/supported then the STBID will be renewed for a ten year period - January 1, 2025 through December 31, 2034
Present Situation
Hoteliers, through signed petitions and communications from the Board, have requested that the City of Stockton consider reestablishing the Stockton Tourism Business Improvement District for a term of ten (10) years beginning January 1, 2025, through December 31, 2034, as provided for under the law. Reestablishment of the STBID will continue a revenue source devoted to marketing Stockton as a tourist, meeting, sporting, and event destination. If renewed, the STBID would generate approximately $2,000,000 on an annual basis for promotion of travel and tourism specific to Stockton. The Board expressed the desire for the renewed STBID term to commence before the current STBID’s term expiration date of December 31, 2025. Therefore, it is requested that Council modify the current STBID term to expire early on December 31, 2024 to accommodate the renewed STBID’s start date of January 1, 2025. (Attachment H)

NOTIFICATION
The City Clerk certified that the notice of the Public Hearing was mailed to all lodging business owners within the assessment district, as shown in the Management District Plan, on or before November 4, 2024. The notice included the total amount of the assessment proposed to be levied in the Management District Plan, the assessment rate proposed, the reason for the assessment, the duration of the assessment, and the basis upon which the amount of the assessment was calculated.

The City Clerk also published the Resolution of Intention in a newspaper of general circulation in the City at least seven (7) days before the public hearing and mailed a complete copy of the Resolution of Intention to each business owner affected by the proposed modification at least ten (10) days before the public hearing.

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1848
File #: 24-1070, Version: 1

FINANCIAL SUMMARY
The STBID will generate approximately $2,000,000 annually to promote, market, and attract tourism and sporting events to the City of Stockton. The City will retain 3% (approximately $60,000) of the total assessments collected to offset the ongoing costs of processing and collection of the district assessment. Additionally, because the STBID programs are intended to increase visitation to the City, there may be an increase in transient occupancy tax and sales tax collections. STBID activities are budgeted in TBID fund 6000-416-630006-270-052-00-60-000-000, with administration in 6000-416- 670002-270-052-00-60-000-000.

Attachment A - Contract 2014-11-04-1601-01 NP
Attachment B - Council Resolution 10-0406
Attachment C - Council Resolution 2014-11-04-1601-01
Attachment D - Council Resolution 10-0407
Attachment E - Council Resolution 2014-11-04-1601-02
Attachment F - Management District Plan
Attachment G - Council Resolution 2024-10-01-1208-01
Attachment H - Request for Modification
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1849

AGREEMENT BETWEEN THE CITY OF STOCKTON
AND THE STOCKTON CONVENTION AND VISITORS BUREAU, INC.

REGARDING THE STOCKTON TOURISM IMPROVEMENT
DISTRICT (2016-2025)
This Agreement is entered into on \\tVeXY)reY l2., '20}Lf, by and between the CITY OF STOCKTON, a municipal corporation (herein "CITY"), and THE STOCKTON CONVENTION AND VISITORS BUREAU, INC., a California non-profit corporation (herein "SCVB").

RECITALS
The California State Legislation has enacted the Property and Business Improvement District Law, Streets and Highways Code Sections 36600, et seq., effective January 1, 1995 (herein the "1994 Act").

On August 11, 2014, the SCVB's consultant, Civitas, prepared and released the Stockton Tourism Business Improvement District Management District Plan, which proposed the renewal of the Stockton Tourism Business Improvement District ("herein the "District") assessment under the 1994 Act.

On September 3, 2014, the lodging business owners submitted a petition to the CITY signed by property owners who would pay more than fifty percent (50%) of the proposed assessments and requested that the CITY initiate proceedings to renew the District.

On September 9, 2014, the City Council adopted a Resolution of Intention to renew the District and set a public meeting for September 23, 2014 to hear testimony for and against establishing the STBID and levying assessments.

On September 23, 2014, the City Council held a Public Meeting to hear testimony for and against establishing the STBID and levying assessments. There was no testimony given against.

On November 4, 2014, the City Council held a public hearing and voted to renew the District. A map of the District is attached hereto as Exhibit A and incorporated by this reference.

The SCVB, a non-profit 501 (c)(6) corporation, was established to provide services to the District, including but not limited to promoting Stockton as a business, conference, sports and visitor destination.

CITY and SCVB desire to enter into this Agreement to set forth the roles and responsibilities of each party with respect to providing services to the District and administering the District.

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. DEFINITIONS. Certain terms are defined in the heading and recitals to this Agreement.

In addition to those definitions, as used in this Agreement, the following definitions shall apply:

A. District Plan. The document entitled "Stockton Tourism District Management Plan" dated August 1, 2014, which was adopted by City Council on November 4, 2014 I

ATTACHMENT A
0 -
1850

ATTACHMENT A
(Resolution No. 2014-11-04-1601-01) is hereby incorporated into this Agreement by reference.

B. District improvements. The improvements (or services) to be provided by the District include sidewalk and alley cleaning, graffiti and litter removal, uniformed guide patrols and revitalization, including marketing and District administration as more particularly described in the District Plan.

2. SCVB OBLIGATIONS. SCVB's obligations under this Agreement shall be as follows:

A. Provide District Services. SCVB shall provide services, manage, and administer the District according to the Management District Plan during the following time periods:

Year 1 - January 1, 2016 through December 31, 2016
Year 2 - January 1, 2017 through December 31, 2017
Year 3 - January 1, 2018 through December 31, 2018
Year 4-January 1, 2019through December 31, 2019
Year 5 -January 1, 2020 through December 31, 2020
Year 6 - January 1, 2021 through December 31, 2021
Year 7 -January 1, 2022 through December 31, 2022
Year 8 - January 1, 2023 through December 31, 2023
Year 9 - January 1, 2024 through December 31, 2024
Year 10-January 1, 2025 through December 31, 2025
B. Annual Reports. SCVB shall submit to the CITY, for review, comment, and approval by the City Council, a report describing the District services, activities, revenues, and expenditures for each year of operation. Said report shall be submitted on or before February 1, 2016 for Year 1 and February 1 for each year thereafter. The Reports shall contain all the information required by Streets and Highways Code Section 36650, as well as an evaluation of all events, conferences, activities, and services performance during the previous year and goals for upcoming year. Each event shall have specific performance measures and outcomes detailed.

C. Annual Service Plan Budget. SCVB shall submit to the CITY, for review, comment, and approval by the City Council, an annual service plan budget for each year of operation.

Said plan shall be submitted on or before February 1, 2016 for Year 1, and February 1 for each year thereafter. The Plan will include any anticipated budget surplus from the prior year, planned revenue and expenditures, and proposed goals and expected outcomes for the coming year.

D. Subcontracts. SCVB shall let and administer all subcontracts necessary for providing the District services. In all subcontracting, SCVB shall, to the extent feasible, use competitive bidding procedures unless SCVB has documented that it is necessary or desirable to award a subcontract on a negotiated basis, in order to assure the provisions of adequate improvements at the most advantageous cost.

E. Events in Public Right-of-Way. SCVB shall comply with all federal state, and local laws and shall secure all necessary permits and authorizations pertaining to work within public right-of-ways including but not limited to sidewalks, alleys, streets, public easements, public buildings and public parking areas.
1851

ATTACHMENT A
F. Indemnify and Hold Harmless. SCVB shall defend, indemnify, and hold harmless CITY, its officers, officials, employees, and volunteers from and against all claims, damages, losses, and expenses, including attorney fees arising out of the performance of the work described herein, caused in whole or in part by any negligent act or omission of SCVB, any sub-contractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, except where caused by the active negligence, sole negligence, or willful misconduct of the CITY. The duty to defend and the duty to indemnify are separate and distinct obligations. The indemnification obligations of this section shall survive the termination of this agreement.

G. Insurance Requirements. During the term of this Agreement, SCVB shall maintain in full force and effect, insurance coverage in accordance with Exhibit 8 to this agreement.

3. CITY OBLIGATIONS. The CITY's obligations under this Agreement shall be as follows:

A. District Administration. The CITY shall provide administrative support for the annual reports and plans, including preparation of the annual City Council staff reports, noticing to property owners, and any changes to the District organization.

B. Collecting Assessments. The CITY will coordinate the annual levy and collection of all assessments for the District with the lodging businesses located within the City limits.

C. Payments to SCVB. District assessments will be collected by the CITY and all assessments collected for the District will be paid directly to the SCVB, on a quarterly basis, no later than 45 days after the last day of the quarter, less a 3% administrative cost recovery which will be subject to review and adjusted annually. The CITY will also collect any penalties and interest due as a result of delinquent assessment payments by lodging businesses in accordance with the District Plan. All penalties and interest collected for the District will be paid directly to the SCVB, on a quarterly basis, no later than 45 days after the last day of the quarter, less a 30% administrative cost recovery.

D. Council Appointee. The City Council shall appoint one non-voting ex officio member to the SCVB Board of Directors.

4. GENERAL PROVISIONS
A. Notices. Any notice, tender, delivery, or other communications pursuant to the Agreement shall be in writing and shall be deemed to be properly given when delivered or mailed in the manner provided in this paragraph to the following persons:

City of Stockton
Attn: Economic Development Director
425 N. El Dorado Street, 3rd Floor
Stockton, CA 95202
Stockton Convention and Visitors Bureau
Attn: Executive Director
P.O. Box 2336
Stockton, CA 95201
Any party may change that party's address for these purposes by giving written notice of the change to the other parties in the manner provided in this section. If sent by mail, 1852

ATTACHMENT A
any notice, delivery, or other communication shall be effective or deemed to have been given 48 hours after it has been deposited in the United States mail, with postage prepaid, and addressed as set forth above.

B. Term and Termination. The term of this Agreement shall be from January 1, 2016, through December 31, 2025. SCVB may recommend to the City Council an extension of the termination date in order to allow SCVB to expend remaining District funds for District services in the event all District funds are not received and spent by December 31, 2025. Said extension if any, shall be at the sole discretion of the City Council.

Either party shall have the right to terminate this Agreement at any time upon giving the other party written notice of its intention to terminate sixty (60) days prior to the effective date of said termination. Upon termination, SCVB shall turn over to CITY all funds, documents, records, and instruments of services produced by SCVB in connection with its performance of services pursuant to this Agreement, less any amounts reasonably necessary to dissolve the District and the SCVB.

Following termination, SCVB as expeditiously as is reasonably possible shall terminate all activities of the District, pay all obligations and costs of administration incurred on behalf of the District, and return all remaining District funds to the CITY. Thereafter, the CITY shall return all remaining District funds to the owners of assessed properties in amounts proportionate to the amount of assessments they paid to the District.

C. Non-Discrimination. In performing services under this Agreement, SCVB shall not discriminate in the employment of its employees or in the engagement of any Subcontractors on the basis of race, color, religion, sex, sexual orientation, marital status, national origin, ancestry, age, or any other criteria prohibited by state or federal law.

D. Assignment. SCVB shall neither assign nor delegate its rights and/or duties under this Agreement without first obtaining CITY's written consent to the assignment and/or delegation. Any such assignment or delegation made by SCVB without prior written consent of CITY will render this Agreement voidable at the sole discretion of CITY.

E. Audits. Each Party reserves the right to periodically audit all revenue and expenditures made by the other for services under the Agreement. Upon request, a Party agrees to furnish the other, or a designated representative, with necessary information and assistance.

Each Party agrees that the other, or its delegate, shall have the right to review, obtain, and copy all records pertaining to performance of the Agreement, and agrees to provide the other, or its delegate, with any relevant information requested and shall permit the other, or its delegate, access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purposes of determining compliance with this Agreement.

Each Party further agrees to maintain such records for a period of three (3) years after this Agreement is terminated.

F. Attorneys Fees. If the services of any attorney are required by either party to secure the performance of this Agreement, or otherwise upon the breach of the default of either party, or if any judicial remedy or arbitration is necessary to enforce or interpret any 1853

ATTACHMENT A
provision of this Agreement, the prevailing party shall be entitled to reasonable attorney fees, costs, and other expenses, in addition to any other relief to which such party may be entitled.

G. Governing Law. This Agreement and the legal relations between the parties shall be governed by and construed in accordance with the laws of the State of California.

H. Waiver. The waiver by any party to this agreement for breach of any provision of this Agreement shall not be deemed a continuing waiver or a waiver of any subsequent breach of that or any other provision of this Agreement.

I. Entire Agreement. This document, including all Exhibits, contains the entire Agreement between the parties and supersedes any oral or written understandings they may have had prior to the execution of this Agreement.

J. Severability. If any portion of this Agreement or the application thereof to any person or circumstance shall be deemed invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

IN WITNESS WHEREOF this Agreement has been executed by the parties hereto on this date first set forth above.

ATTEST:

APPROVED AS TO FORM:

CITY ATTORNEY'S OFFICE
Exhibit A: District Map
Exhibit B: Insurance Requirements
CITY OF STOCKTON, a municipal
corporation

STOCKTON CONVENTION AND
VISITORS BUREAU, INC., a California
nonprofit corporation
By��' . tEOGE� ANIB
Board President
1854

ATTACHMENT A

EXHIBIT A
District Map
� r::0 CITY

OF Q STOCKTO
1855

ATTACHMENT A
EXHIBIT 8

INSURANCE REQUIREMENTS

STOCKTON CONVENTION AND VISITORS BUREAU (SCVB)
SCVB shall procure and maintain for the duration of the Agreement, insurance against all claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the SCVB, its agents, representatives, volunteers, or employees.

1. INSURANCE Throughout the life of this Contract, the SCVB shall pay for and maintain in full force and effect with an insurance company admitted by the California Insurance Commissioner to do business in the State of California and rated not less than "A: VII" in Best Insurance Key Rating Guide, the following policies of insurance:

A AUTOMOBILE LIABILITY insurance, endorsed for "any auto" with the following limits of liability: Bodily injury $250,000 each person, and $500,000 each occurrence.

Property Damage $100,000 each occurrence.

B. WORKERS' COMPENSATION insurance as required under the California Labor Code and Employers Liability Insurance with limits not less than $1,000,000 per accident/injury/disease.

C. COMMERCIAL OR COMPREHENSIVE GENERAL LIABILITY AND
MISCELLANEOUS SUPPLEMENTARY INSURANCE;
FOR ADDITIONAL REQUIREMENT(S):
(i) COMMERCIAL OR COMPREHENSIVE GENERAL LIABILITY insurance which shall include Contractual Liability, Products and Completed Operations coverage's, Bodily Injury and Property Damage Liability insurance with combined single limits of not less than $1,000,000 per occurrence, and if written on an Aggregate basis, $2,000,000 Aggregate limit.
(ii) A CRIME INSURANCE OR FIDELITY BOND covering the dishonest acts of employees furnished by Contractor, including coverage for theft of property of the City by the Contractor, its employees or subcontractors. The limit shall not be less than $250,000 each occurrence.

Deductibles and Self-Insured Retentions must be declared and are subject to approval by the CITY.

The Policy(s) shall also provide the following:
1 The Commercial General Liability insurance shall be written on ISO approved occurrence form with additional insured endorsement naming: City of Stockton, its Mayor, Council, officers, representatives, agents, employees and volunteers are additional insureds.

2. All insurance required by this Agreement shall be with a company acceptable to the CITY and issued and executed by an admitted insurer authorized to transact insurance business in the State of California. Unless otherwise specified by this Agreement, all such insurance shall be written on an occurrence basis, or, if the policy is not written on an occurrence basis, such policy with the coverage required herein shall continue in effect for a period of three years following the date SCVB completes its performance of services under this Agreement.

3. For any claims related to products provided under this contract, the SCVB's insurance coverage shall be primary insurance as respects the City of Stockton, its officers, agents, and employees. Any coverage maintained by the CITY shall be excess of the SCVB's insurance 1856

ATTACHMENT A
and shall not contribute with it. Policy shall waive right of recovery (waiver of subrogation) against the CITY.

4. Each insurance policy required by this clause shall have a provision that coverage shall not be cancelled by either party, except after thirty (30) days' prior to written notice by certified mail, return receipt requested, has been given to the CITY. Further, the thirty (30) day notice shall be unrestricted, except for workers' compensation, or non-payment of premium, which shall permit ten (10) days advance notice. The insurer and/or the contractor and/or the contractor's insurance agent shall provide the CITY with notification of any cancellation, major change, modification or reduction in coverage.

5. Regardless of these contract minimum insurance requirements, the SCVB and its insurer shall agree to commit the SCVB's full policy limits and these minimum requirements shall not restrict the SCVB's liability or coverage limit obligations.

6. Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subdivision (b) of Section 2782 of the California Civil Code.

7. The Company shall furnish the City of Stockton with the Certificates and Endorsement for all required insurance, prior to the CITY's execution of the Agreement and start of work.

8. Proper address for mailing certificates, endorsements and notices shall be:

City of Stockton
Attention: Risk Services
Stewart Eberhardt Building
22 E. Weber Avenue, Suite 150
Stockton, CA 95202

9. Upon notification of receipt by the CITY of a Notice of Cancellation, major change, modification, or reduction in coverage, the Vendor shall immediately file with the CITY a certified copy of the required new or renewal policy and certificates for such policy.

Any variation from the above contract requirements shall only be considered by and be subject to approval by the CITY's Risk Manager (209) 937-8233. Our fax is (209) 937-8558.

If at any time during the life of the Contract or any extension, the SCVB fails to maintain the required insurance in full force and effect, all work under the Contract shall be discontinued immediately. Any failure to maintain the required insurance shall be sufficient cause for the CITY to terminate this Contract.

If the SCVB should subcontract all or any portion of the work to be performed in this contract, the SCVB shall cover the sub-contractor, and/or require each sub-contractor to adhere to all subparagraphs of these Insurance Requirements section. Similarly, any cancellation, lapse, reduction or change of subcontractor's insurance shall have the same impact as described above. 1857

ATTACHMENT B
.$.S CITY OF STOCKTON

STOCKTON CITY COUNCIL
CITY HALL, STOCKTON, CALIFORNIA 95202
TELEPHONE (209) 937-8458
Doc�: 2010-165429
12/21/2010 02:57:22 PM
Page: 1 of 5 Fee: $0
Kenneth W Blakemore
NO!>IOO.LS .:JO "­
>ll::J37:::J A118
San Joaquin County Recorders
Paid By: CITY OF STOCKTON
1111 � [·\"w�t,j,r:t�,.�th'it!1
N,Jf 11111
I, KA THERINE GONG MEISSNER, do hereby certify as follows:

I am the duly appointed, qualified City Clerk of the City of Stockton, a California municipal corporation; as such City Clerk, I am the custodian of the official records of the City Council of said City. The attached Resolution is a full, true, and correct copy of Resolution No. 10-0406 of said City Council, which was adopted by the City Council on December 14, 2010 on file in the City Clerk's office.

IN WITNESS WHEREOF, I have hereto affixed my hand and the seal of the City of Stockton on December 14, 2010.

KA THERINE GONG MEISSNER, CITY CLERK

CITY OF STOCKTON
By DEPUTY
-(l>! Katherine Gong Meissner, City Clerk
::OOMA\GRPWISE\COS.CC.CC _library:125135.1
1858

ATTACHMENT B
Resolution No. 10-0406

STOCKTON CITY COUNCIL

RESOLUTION DECLARING RESULTS OF MAJORITY PROTEST

PROCEEDINGS AND ESTABLISHING THE STOCKTON TOURISM

BUSINESS IMPROVEMENT DISTRICT
The Property and Business Improvement District Law of 1994 (Streets and Highways Code § 36600 et. seq.) authorizes cities and counties to establish property and business improvement districts upon petition by a weighted majority of the lodging business owners located within the boundaries of the district; and Lodging business owners who will pay more than fifty percent (50%) of the proposed assessment, as weighted according to the amount of the assessment to be paid by the petitioner, within the boundaries of the Stockton Tourism Business Improvement District ("STBID") have petitioned the City Council to establish the STBID; and
The petitions included a Management District Plan that describes the proposed assessment to be levied on lodging businesses within the STBID to pay for sales promotion and marketing activities and other improvements and activities set forth in the Management District Plan; and
The assessed lodging businesses within the STBID will be benefited by the activities and improvements set forth in the Management District Plan; and On October 19, 2010, City Council adopted a Resolution of Intention (Resolution 10-0351 ); and
The public meeting and public hearing to consider the establishment of the STBID have been properly noticed in accordance with Streets and Highways Code section 36623; and
On November 16, 2010, the City Council held a public meeting regarding the establishment of the STBID, and the City Council heard and received objections and protests, if any, to the establishment of the STBID and the levy of the proposed assessment; and
On December 7, 2010, the City Council held a public hearing regarding the establishment of the STBID, public comments were accepted, and the public hearing was continued until December 14, 2010 for work to be completed on the contract between the City of Stockton and the Stockton Convention and Visitor's Bureau.

Ci1y_
A11y: & p R<)Vlt,;W _�uL/-----'-...... ____ _ Ua1e December 10, 2010 1859

ATTACHMENT B
· On' December 14, 201 o, the City Council heard and received all objections and protests., If any, to the establishment of the STBID and the levy of the proposed assessment; and
The City Clerk has determ1ned that there was no majority protest. A majority protest is defined as written protests received from owners of buslAesses in the proposed district which would pay fifty percent (50%) or more of the assessments proposed to he levied. Protests are weighted based on the assessment proposed to be leVied on each lodging business; now,. therefore,
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF s·rocKJON, AS FOLLOWS:
1, Iha STBID Is hereby established for a flve�year term.

2. The assessments levied for the STBID shall be applied towards sales, promotions, and marketing programs to market Stockton as a tourist, meeting, and event dest1nation, and other improvements and aotiv'.itil!lS as set forth in the Management District Plan, which is on file with the City Clerk and Is hereby approved,

3. The revenue from the levy of the assessments on lodging buslnesses within the STBID may not be used to provide for activities or improvements outside the STBID or for any purpose other than those specified herein, In the Management District Plan, and ln the Resolution of Intention, No bonds will be Issued.

4. The amount .of assessment, if passed on to each transient, shall be separately stated from the amount of rent charged and any other applicable taxes, and eact, transrent shall receive a receipt for payment from the business.

5. The assessments for the entire District will total approximately $847,875 In year one.
6, The activities and improvements set forth wlll be funded by the levy of an assessment on lodging businesses within the STBID as described In the Management District Plan that is on flle with the City Clerk.

7. The boundaries of the STBID shall be the boundaries of the City of Stockton as set forth on the map attached as Exhibit 1 and Incorporated by this reference,
8, The assessments shall be used tor the purposes set forth above, and any funds remaining at the end of any year may be used In subsequent years in which the STBlD assessment ls levied as long as they are used consistent with the requirements set forth herein.

9. The assessments to fL1nd the activities and Improvements for the STBID wlll be collected at the same time and In the same manner as are transient occupancy taxes, and In accordance with Streets and Highways Code section 36631. 1860

ATTACHMENT B

10. The Stockton Convention and Visitors Bureau shall be the Owner's Association pursuant to Streets and Highways Code section 36614.5.

11. Stockton Convention and Visitors Bureau, pursuant to Streets and Highways Code section 36650, shall cause to be prepared a report for each fiscal year, for which assessments are to be levied and collected to pay the costs of the improvement and activities described in the report.

12. The STBID established pursuant to this resolution will be subject to any amendments to the Property and Business Improvement District Law of 1994 (California Streets and Highways Code§ 36600 et. seq.).

13. The City Manager, or his or her designee, is directed to take all necessary actions to complete the establishment of the STBID and to levy the assessments.

14. The City Clerk is directed to record in the San Joaquin County Recorder's Office a notice and assessment diagram, as required by Streets and Highways Code section 36627. The text of the recorded notice shall state that the assessment is levied only against lodging businesses within the area of the STBID.

15. This Resolution shall take effect immediately upon its adoption by the City Council. The adoption of this Resolution and recordation of the notice and map shall constitute the levy of an assessment in each of the fiscal years referred to in the Management District Plan.

16. The STBID Advisory Board, which was established for the 1989 TBID, is no longer necessary and is hereby disbanded.

PASSED, APPROVED AND ADOPTED ___ n_F._C_1_4_?0_10 __ _

ANN JOHN
of the City
ER City Cl
1861

ATTACHMENT B
1862
Resolution No.2014-11-04-1601-01

STOCKTON CITY COUNCIL

RESOLUTION DECLARING THE RESULTS OF THE MAJORITY PROTEST

PROCEEDINGS, RENEWING THE STOCKTON TOURISM BUSINESS

IMPROVEMENT DISTRICT FOR A TEN-YEAR PERIOD, LEVYING AN

ASSESSMENT ON LODGING BUSINESSES WITHIN THE DISTRICT, AND

APPROVING A MANAGEMENT DISTRICT PLAN
A Tourism Business Improvement District is a flexible financing tool for creating private-sector, self-governed management districts; and The City of Stockton has one such district, the Stockton Tourism Business Improvement District (STBID), formed by the City Council in 2010 for a period of five years ending on December 31, 2015; and
The Property and Business Improvement District Law of 1994 (Sts. & Hy. Code, § 36600 et. seq.) authorizes the City to renew business improvement districts upon petition by a weighted majority of the lodging business owners located within the boundaries of the district; and
Lodging business owners who will pay more than fifty percent (50%) of the proposed assessment, as weighted according to the amount of the assessment to be paid by the petitioner, within the boundaries of the STBID have petitioned the City Council to renew the STBID; and
Included with the petitions was a Management District Plan summary that describes the proposed assessment to be levied on lodging businesses within the STBID to pay for sales promotion and marketing activities, and other improvements and activities set forth in the Management District Plan; and The assessed lodging businesses within the STBID will be specifically benefited by the activities and improvements set forth in the Management District Plan; and On September 9, 2014, at 5:30 p.m. at 425 N. El Dorado Street, 2nd Floor, Stockton, CA 95202, the City Council adopted a Resolution of Intention, Resolution No. 2014-09-09-1202, to renew the STBID for a ten-year period commencing on January 1, 2016; and
On September 23, 2014, at 5:30 p.m. at 425 N. El Dorado Street, 2nd Floor, Stockton, CA 95202, the City Council held a public meeting to provide interested parties with the opportunity to provide testimony in support or opposition to the renewal of the STBID and levying of assessment pursuant to the Property and Business Improvement ATTACHMENT C 1863
District Law of 1994 and notices were sent to local lodging businesses informing them of the meeting; and
The public meeting and public hearing to consider the renewal of the STBID were properly noticed in accordance with Streets and Highways Code section 36623; and On November 4, 2014, at 5:30 p.m. at 425 N. El Dorado Street, 2nd Floor, Stockton, CA 95202, the City Council held a public hearing regarding the renewal of the STBID, and the City Council heard and received all objections and protests, if any, to the renewal of the STBID and the levy of the proposed assessment; and The City Clerk has determined that there was no majority protest. A majority protest is defined as written protests received from owners of businesses in the proposed district which would pay fifty percent (50%) or more of the assessments proposed to be levied. Protests are weighted based on the assessment proposed to be levied on each lodging business; now, therefore,

BE IT RESOLVED BY THE COUNCIL OF THE CITY OF STOCKTON, AS FOLLOWS:

1. The recitals set forth herein are adopted by the City Council as findings and they are true and correct.

2. The STBID is hereby renewed for a ten (10) year term, beginning January 1, 2016 through December 31, 2025.

3. The activities to be provided to benefit businesses in the district will be funded by the levy of the assessment. The revenue from the assessment levy shall not be used: to provide activities that directly benefit businesses outside the district; to provide activities or improvements outside the STBID; or for any purpose other than the purposes specified in this Resolution, the Resolution of Intention, and the Management District Plan.

4. The City Council finds as follows:
a. The activities funded by the assessment will provide a specific benefit to assessed businesses within the STBID that is not provided to those not paying the assessment.
b. The assessment is a charge imposed for a specific benefit conferred or privilege granted directly to the payor that is not provided to those not charged, and which does not exceed the reasonable costs to the local government of conferring the benefit or granting the privilege. c. The assessment is a charge imposed for a specific government service or product provided directly to the payor that is not provided to those not ATTACHMENT C 1864
charged, and which does not exceed the reasonable costs to the local government of providing the service or product.
d. Assessments imposed pursuant to the STBID are levied solely upon the assessed business, and the business owner is solely responsible for payment of the assessment when due. If the owner chooses to collect any portion of the assessment from a transient, that portion shall be specifically called out and identified for the transient in any and all communications from the business owner as the "STBID Assessment.

5. The assessments levied for the STBID shall be applied towards sales, promotions and marketing programs to market Stockton lodging businesses as tourist, meeting and event destinations, and other improvements and activities as set forth in the Management District Plan.

6. Assessments levied on lodging businesses pursuant to this resolution shall be levied on the basis of benefit. Because the services provided are intended to increase room rentals, an assessment based on room rentals is the best measure of benefit.

7. The assessments for the entire District will total approximately $990,000 in year one.

8. Bonds shall not be issued to fund the STBID.

9. The STBID shall include all lodging businesses located within the boundaries of the City of Stockton. A boundary map is attached hereto as Exhibit 1 and incorporated herein by this reference.

10. The assessments shall be used for the purposes set forth above and any funds remaining at the end of any year may be used in subsequent years in which the STBID assessment is levied as long as they are used consistent with the requirements set forth herein.

11. The assessments to fund the activities and improvements for the STBID will be collected at the same time and in the same manner as are transient occupancy taxes, and in accordance with Streets and Highways Code section 36631.

12. Stockton Convention & Visitors Bureau (Visit Stockton) shall be the Owners Association for the District pursuant to Streets and Highways Code section 36614.5.

13. Pursuant to Streets and Highways Code section 36650, Visit Stockton shall cause to be prepared a report for each fiscal year, except the first year, for which assessments are to be levied and collected to pay the costs of the improvement and ATTACHMENT C 1865
activities described in the report. The first report shall be due after the first year of operation of the district.

14. The STBID established pursuant to this resolution will be subject to any amendments to the Property and Business Improvement District Law of 1994 (Sts. & Hy. Code,§ 36600 et. seq.).

15. The City Clerk, or his or her designee, is directed to take all necessary actions to complete the establishment of the STBID and to levy the assessments.

16. This Resolution shall take effect immediately upon its adoption by the City Council.

17. The City Manager is hereby authorized and directed to take all necessary and appropriate action to carry out the purpose and intent of this Resolution.

PASSED,APPROVED,and ADOPTED __ �N�o�v�e=m=b�er�4�,�2=0�14-'---- ATTEST:

BONNIE PAIGE, City
of the City of Stockton
ANTH ,
the City of Stockto
ATTACHMENT C 1866

ATTACHMENT CC
1867
Attachment D
1868
Attachment D
1869
ATTACHMENT E 1870
ATTACHMENT E 1871
ATTACHMENT E 1872
ATTACHMENT E 1873
ATTACHMENT E 1874
ATTACHMENT E 1875
ATTACHMENT E 1876
ATTACHMENT E 1877
ATTACHMENT E 1878
ATTACHMENT E 1879

STOCKTON TOURISM BUSINESS

IMPROVEMENT DISTRICT

MANAGEMENT DISTRICT PLAN
Prepared pursuant to the Property and Business Improvement District Law of 1994, Streets and Highways Code section 36600 et seq.
2025-2034
August 13, 2024
ATTACHMENT F 1880
STBID Management District Plan
August 13, 2024
2 CONTENTS
I. OVERVIEW ........................................................................................................................................ 2 II. BACKGROUND ................................................................................................................................ 3 III. ACCOMPLISHMENTS..................................................................................................................... 4 IV. BOUNDARY....................................................................................................................................... 5 V. ASSESSMENT BUDGET AND SERVICES................................................................................ 6 A. Annual Service Plan ............................................................................................................ 6 B. Annual Budget .................................................................................................................... 8 C. California Constitutional Compliance ................................................................................ 8 D. Assessment ........................................................................................................................ 10 E. Interest and Overdue Charges ........................................................................................... 10 F. Time and Manner for Collecting Assessments ................................................................. 11 VI. GOVERNANCE...............................................................................................................................12 A. Owners’ Association ......................................................................................................... 12 B. Brown Act and California Public Records Act Compliance ............................................ 12 C. Annual Report ................................................................................................................... 12 APPENDIX 1 – LAW....................................................................................................................................13 APPENDIX 2 – ASSESSED BUSINESSES .............................................................................................25 Prepared by
Civitas
(800)999-7781
www.civitasadvisors.com
ATTACHMENT F 1881
STBID Management District Plan
August 13, 2024
2 I. OVERVIEW
Developed by Stockton lodging businesses and the Stockton Convention & Visitors Bureau d.b.a.

Visit Stockton (VS), the Stockton Tourism Business Improvement District (STBID) is an assessment district proposed to continue to provide specific benefits to payors, by funding marketing and sales promotion efforts for assessed businesses. This approach has been used successfully in other destination areas throughout the country to provide the benefit of additional room night sales directly to payors. The STBID was created in 2010 for an initial five (5) year term, and was subsequently renewed in 2015 for a ten (10) year term. VS and Stockton lodging businesses now wish to renew the STBID for an additional ten (10) year term.

Location: The renewed STBID includes all lodging businesses, as defined in Section IV, existing and in the future, available for public occupancy located within the boundaries of the City of Stockton (City), as shown on the map in Section IV.

Services: The STBID is designed to provide specific benefits directly to payors by increasing awareness and demand for room night sales. Marketing and sales promotions will increase demand for overnight tourism and market payors as tourist, meeting and event destinations, thereby increasing demand for room night sales.

Budget: The total STBID annual assessment budget for the initial year of its ten (10) year operation is anticipated to be approximately $2,000,000. A similar assessment budget is expected to apply to subsequent years, but this assessment budget is expected to fluctuate as room sales do, as lodging businesses open and close, and as the assessment rate increases pursuant to this Plan.

Cost: The annual assessment rate is five percent (5%) of gross short-term (stays less than 31 days) sleeping room rental revenue. In year six (6) of the STBID’s term, the assessment rate shall automatically increase by one-half -of-one percent (0.5%), to a total assessment rate of five and one-half-of-one percent (5.5%). Based on the benefit received, assessments will not be collected on stays of more than thirty (30) consecutive days.…………………………………………………………………..

Collection: The City will be responsible for collecting the assessment on a quarterly basis (including any delinquencies, interest, and overdue charges) from each lodging business located in the boundaries of the STBID. The City shall take all reasonable efforts to collect the assessments from each assessed lodging business.

Duration: The renewed STBID will have a ten (10) year life, beginning January 1, 2025 or as soon as possible thereafter, and ending ten (10) years from its start date. After ten (10) years, the STBID may be renewed pursuant to the Property and Business Improvement District Law of 1994, Streets and Highways Code section 36600 et seq. (94 Law) if assessed lodging business owners support continuing the STBID programs.

Management: VS shall continue to serve as the STBID’s Owners’ Association. The Owners’ Association is charged with managing funds and implementing programs in accordance with this Plan and must provide annual reports to the City Council.

ATTACHMENT F 1882
STBID Management District Plan
August 13, 2024
3 II. BACKGROUND
TBIDs are an evolution of the traditional Business Improvement District. The first TBID was formed in West Hollywood, California in 1989. Since then, over 100 California destinations have followed suit. In recent years, other states have begun adopting the California model –Illinois, Minnesota, Massachusetts, Montana, South Dakota, Washington, Colorado, Texas and Louisiana have adopted TBID laws. Several other states are in the process of adopting their own legislation. The cities of Wichita, Kansas and Newark, New Jersey used an existing business improvement district law to form a TBID. Additionally, some cities, like Portland, Oregon and Memphis, Tennessee have utilized their home rule powers to create TBIDs without a state law.

California’s TBIDs collectively
raise over $300 million annually for
local destination marketing. With
competitors raising their budgets,
and increasing rivalry for visitor
dollars, it is important
that Stockton lodging businesses
continue to invest in stable,
commerce-specific marketing
programs.

TBIDs utilize the efficiencies of
private sector operation in the
market-based promotion of tourism districts. TBIDs allow tourism business owners to organize their efforts to increase commerce. Lodging business owners within the TBID pay an assessment and those funds are used to provide services that increase commerce.

In California, most TBIDs are formed pursuant to the Property and Business Improvement District Law of 1994. This law allows for the creation of a benefit assessment district to raise funds within a specific geographic area. The key difference between TBIDs and other benefit assessment districts is that funds raised through the TBID are returned to the private non-profit corporation governing the district.

There are many benefits to TBIDs:
• Funds must be spent on services and improvements that provide a specific benefit only to those who pay;
• Funds cannot be diverted to general government programs; • They are customized to fit the needs of payors in each destination; • They allow for a wide range of services;
• They are designed, created and governed by those who will pay the assessment; and • They provide a stable, long-term funding source for tourism promotion.

ATTACHMENT F 1883
STBID Management District Plan
August 13, 2024
4 III. ACCOMPLISHMENTS
Sports & Business Development: Visit Stockton has hosted numerous world-class sporting events since 2016 including the ASA Softball 10U Nationals, the West Coast Baseball Championship (2016- 2022), the USA Racquetball Junior Olympics, the NCAA DI Women’s Basketball Regionals, the World Baton Federation Pan-Pacific Cup, the Amgen Tour of California, the Disc Golf Pro Tour OTB Open, the National Baton Twirling Championships, the NCAA Men’s & Women’s Water Polo National Championships, and more. These events have brought tens of millions of dollars of economic impact to Stockton. Visit Stockton also hosted the 2019 California Hispanic Chamber of Commerce Convention in Downtown Stockton, with an economic impact of $1.5 million to the local economy.

Marketing and Reputation Management: No other organization in Stockton is dedicated to enhancing the image and reputation of the city, like Visit Stockton. Since 2016, the organization has launched numerous campaigns and initiatives, with many receiving national and international recognition. These include:

Special & Marketing Events: Feast at the Fox, Stockton Brew Fest, Stockton Flavor Fest, Stockton Restaurant Week, Stockton Arts Week, and Stockton Beer Week.

Experience Passes & Trails: Stockton Savings Pass, Stockton Taco Trail, Stockton Art Trail, Brick City Bucket List, San Joaquin County Farm Trail, and Stockton Sweet Trail.

General Marketing: Visit Stockton actively manages the destination website generating over 1.5 million page views annually. 30,000 copies of the printed Stockton Visitors Guide are produced annually and distributed to visitors and our local hotels and attractions. Visit Stockton maintains an active organic and paid social media presence with over 125,000 follower across the various platforms.

Partnerships: Visit Stockton has developed strong partnerships and stepped up in times of need for the betterment of the hospitality and great Stockton community. These programs and initiatives include:

Pandemic Relief: Partnered with the City of Stockton to distribute over $3 million in small business grants. Distributed tens of thousands of PPE items. Developed the Stockton Healthy Pledge Program.

Economic Development: Partnered with the City of Stockton to produce the Downtown Stockton Investor Summit. Developed the initial Stockton Small Business Week to hand over to the City.

Marketing Partnerships: To generate additional revenue for the organization, Visit Stockton has provided marketing services to the Stockton Metropolitan Airport, and to ASM Global (Stockton Lantern Festival).

ATTACHMENT F 1884
STBID Management District Plan
August 13, 2024
5 IV. BOUNDARY
The STBID will include all lodging businesses, existing and in the future, available for public occupancy within the boundaries of the City of Stockton, as shown in the map below.

Lodging business means: means any structure, or any portion of any structure, which is occupied or intended or designed for occupancy by transients for dwelling, lodging or sleeping purposes, and includes any hotel, inn, tourist home or house, motel, studio hotel, bachelor hotel, lodginghouse, roominghouse, apartment house, dormitory, public or private club, mobilehome or house trailer at a fixed location, or other similar structure or portion thereof.

A complete listing of assessed lodging businesses within the renewed STBID can be found in Appendix 2.

ATTACHMENT F 1885
STBID Management District Plan
August 13, 2024
6 V. ASSESSMENT BUDGET AND SERVICES
A. Annual Service Plan
Assessment funds will be spent to provide specific benefits conferred or privileges granted directly to the payors that are not provided to those not charged, and which do not exceed the reasonable cost to the City of conferring the benefits or granting the privileges. The privileges and services provided with the STBID funds are sales and marketing programs available only to assessed lodging businesses.

A service plan assessment budget has been developed to deliver services that benefit the assessed lodging businesses. A detailed annual assessment budget will be developed and approved by VS. The chart below illustrates the initial annual assessment budget allocations. These activities and allocations will also apply in subsequent years. The total initial assessment budget is estimated to be $2,000,000.

Although actual revenues will fluctuate due to market conditions, the proportional allocations of the budget shall remain the same. However, the City and the VS Board shall have the authority to adjust budget allocations between the categories by no more than fifteen percent (15%) of the total budget per year. A description of the proposed improvements and activities for the initial year of operation is below. The same activities are proposed for subsequent years. In the event of a legal challenge against the STBID, any and all assessment funds may be used for the costs of defending the STBID.

Each budget category includes all costs related to providing that service. For example, the sales and marketing budget includes the cost of staff time dedicated to overseeing and implementing the sales and marketing program. Staff time dedicated purely to administrative tasks is allocated to the administrative portion of the budget. The costs of an individual staff member may be allocated to multiple budget categories. The staffing levels necessary to provide the services below will be determined by the VS on an as- needed basis.

Sales & Marketing, Administration, $1,500,000 , 75% $400,000 , 20% Contingency/Renewal,
$100,000 5%
Initial Annual Assessment Budget -
$2,000,000
ATTACHMENT F 1886
STBID Management District Plan
August 13, 2024
7 Sales and Marketing
A sales and marketing program will promote assessed lodging businesses as tourist, meeting, and event destinations. The sales and marketing program will have a central theme of promoting Stockton as a desirable place for overnight visits. The program will have the goal of increasing demand for overnight visitation and room night sales at assessed lodging businesses, and may include but is not limited to, the following activities:
• Marketing promotion through paid ads, earned and paid social media, and collateral materials to drive demand for overnight visitation and room sales, enhance the City’s image and reputation, and to increase awareness of tourist attractions and events in Stockton; • Attendance at state and national trade shows and professional industry conferences and events to meet with certified event planners in order to gather RFPs to drive demand for sports events, and small meeting and conferences and the associated room sales for assessed lodging businesses;
• Work with third party event planning organizations and national event promoters to generate business leads that will result in attracting national events and large leisure travel group events, such as music and food festivals and amateur sporting events; and • Communications and advocacy activities to inform and educate key stakeholders and the public;
• Internet marketing efforts to increase awareness and optimize internet presence to drive demand for overnight visitation and room sales to assessed lodging businesses; • Print ads in magazines and newspapers, television ads, and radio ads targeted at potential visitors to drive demand for overnight visitation and room sales to assessed lodging businesses; • Sales blitzes and campaigns, including meetings with potential tourism customers, for assessed lodging businesses;
• Familiarization tours of assessed lodging businesses; • Preparation and production of collateral promotional materials such as brochures, flyers and maps featuring assessed lodging businesses;
• Regular meetings with Directors of Sales, General Managers, owners, and other lodging representatives to plan, communicate, collaborate, and report results on coordinated tourism promotion efforts for assessed lodging businesses; and
• Development and maintenance of a website designed to promote assessed lodging businesses.

Administration and Operations
The administration and operations portion of the budget shall be utilized for administrative staffing costs, office costs, and other general administrative costs such as insurance, legal, and accounting fees.

To cover the administrative costs of collecting the assessment, the City of Stockton shall be paid based upon the actual costs it incurs in administering the assessment. For the initial year of the STBID, the City’s collection fee shall be equal to 3%, and shall be subject to review and adjusted annually in subsequent years.

Contingency/Renewal
A prudent portion of the budget will be allocated to a contingency fund, to account for lower than anticipated collections. If there are contingency funds collected and near the expiration of the district there are contingency funds remaining, and business owners wish to renew the district, the contingency funds may be used for renewal costs.

ATTACHMENT F 1887
STBID Management District Plan
August 13, 2024
8 B. Annual Budget
The total ten (10) year assessment budget is projected at approximately $2,000,000 annually, or $21,000,000 through 2034. A similar budget is expected to apply to subsequent years, but this budget is expected to fluctuate as room sales do, as lodging businesses open and close, and as the assessment rate increases pursuant to this Plan.

In year six (6) of the STBID’s term, the assessment rate shall automatically increase by one-half -ofone percent (0.5%), to a total assessment rate of five and one-half-of-one percent (5.5%).

The table below demonstrates the estimated maximum budget with the automatic assessment increase in year six (year 2030).

Year Contingency/
Renewal
Administration Sales &
Marketing
Total
2025 $100,000 $400,000 $1,500,000 $2,000,000
2026 $100,000 $400,000 $1,500,000 $2,000,000
2027 $100,000 $400,000 $1,500,000 $2,000,000
2028 $100,000 $400,000 $1,500,000 $2,000,000
2029 $100,000 $400,000 $1,500,000 $2,000,000
2030 $110,000 $440,000 $1,650,000 $2,200,000
2031 $110,000 $440,000 $1,650,000 $2,200,000
2032 $110,000 $440,000 $1,650,000 $2,200,000
2033 $110,000 $440,000 $1,650,000 $2,200,000
2034 $110,000 $440,000 $1,650,000 $2,200,000
Total $1,050,000 $4,200,000 $15,750,000 $21,000,000
C. California Constitutional Compliance
The STBID assessment is not a property-based assessment subject to the requirements of Proposition 218. Courts have found Proposition 218 limited the term ‘assessments’ to levies on real property.1 Rather, the STBID assessment is a business-based assessment and is subject to Proposition 26.

Pursuant to Proposition 26, all levies are a tax unless they fit one of seven exceptions. Two of these exceptions apply to the STBID – a “specific benefit” and a “specific government service.” Both require that the costs of benefits or services do not exceed the reasonable costs to the City of conferring the benefits or providing the services.

1. Specific Benefit
Proposition 26 requires that assessment funds be expended on, “a specific benefit conferred or privilege granted directly to the payor that is not provided to those not charged, and which does not exceed the reasonable costs to the local government of conferring the benefit or granting the privilege.”2
The services in this Plan are designed to provide targeted benefits directly to assessed lodging businesses, and are intended only to provide benefits and services directly to those businesses paying the assessment. These services are tailored not to serve the general public, businesses in general, or parcels of land, but rather to serve the specific businesses within the STBID. The activities described in this Plan are specifically targeted to increase demand for room night sales for assessed lodging businesses within the boundaries of the STBID, and are narrowly tailored. STBID funds will be used exclusively to provide the specific benefit of increased demand for room night sales directly 1 Jarvis v. the City of San Diego 72 Cal App. 4th 230 2 Cal. Const. art XIII C § 1(e)(1) ATTACHMENT F 1888
STBID Management District Plan
August 13, 2024
9 to the assessees. Assessment funds shall not be used to feature non-assessed businesses in STBID programs, or to directly generate sales for non-assessed businesses. The activities paid for from assessment revenues are business services constituting and providing specific benefits to the assessed businesses. Nothing in this Plan limits the ability of the Owners’ Association to enter into private contracts with non-assessed businesses for the provision of services to those businesses.

The assessment imposed by this STBID is for a specific benefit conferred directly to the payors that is not provided to those not charged. The specific benefit conferred directly to the payors is an increase in demand for room night sales. The specific benefit of an increase in demand for room night sales for assessed lodging businesses will be provided only to lodging businesses paying the district assessment, with marketing and sales programs promoting lodging businesses paying the STBID assessment. The marketing and sales programs will be designed to increase room night sales at each assessed lodging businesses. Because they are necessary to provide the marketing and sales programs that specifically benefit the assessed lodging businesses, the administration and contingency services also provide the specific benefit of increased demand for room night sales to the assessed lodging businesses.

Although the STBID, in providing specific benefits to payors, may produce incidental benefits to nonpaying businesses, the incidental benefit does not preclude the services from being considered a specific benefit. The Legislature has found that, “A specific benefit is not excluded from classification as a ‘specific benefit’ merely because an indirect benefit to a nonpayor occurs incidentally and without cost to the payor as a consequence of providing the specific benefit to the payor.”3

2. Specific Government Service
The assessment may also be utilized to provide, “a specific government service or product provided directly to the payor that is not provided to those not charged, and which does not exceed the reasonable costs to the local government of providing the service or product.”4 The Legislature has recognized that marketing and promotions services like those to be provided by the STBID are government services within the meaning of Proposition 265. Further, the Legislature has determined that “a specific government service is not excluded from classification as a ‘specific government service’ merely because an indirect benefit to a nonpayor occurs incidentally and without cost to the payor as a consequence of providing the specific government service to the payor.”6

3. Reasonable Cost
STBID services will be implemented carefully to ensure they do not exceed the reasonable cost of such services. The full amount assessed will be used to provide the services described herein. Funds will be managed by the VS, and reports submitted on an annual basis to the City. Only assessed lodging businesses will be featured in marketing materials, receive sales leads generated from STBIDfunded activities, be featured in advertising campaigns, and benefit from other STBID-funded services. Non-assessed businesses will not receive these, nor any other, STBID-funded services and benefits.

The STBID-funded programs are targeted directly to benefit assessed lodging businesses. It is, however, possible that there will be a spill over benefit to non-assessed businesses. If non-assessed 3 Government Code § 53758(a)
4 Cal. Const. art XIII C § 1(e)(2)
5 Government Code § 53758(b)
6 Government Code § 53758(b)
ATTACHMENT F 1889
STBID Management District Plan
August 13, 2024
10 lodging businesses receive incremental room nights, that portion of the promotion or program generating those room nights shall be paid with non-STBID funds. STBID funds shall only be spent to benefit the assessed businesses, and shall not be spent on that portion of any program which directly generates incidental room nights for non-assessed businesses.

D. Assessment
The annual assessment rate is five percent (5%) of gross short-term sleeping room rental revenue. In year six (6) of the STBID’s term, the assessment rate shall automatically increase by one-half -of-one percent (0.5%), to a total assessment rate of five and one-half-of-one percent (5.5%). Based on the benefit received, assessments will not be collected on: stays of more than thirty (30) consecutive days.

The assessment was calculated based on the total cost of the activities to be provided for the benefit of the lodging businesses within the STBID with costs allocated based on the proportional benefit conferred to each lodging business. Activities funded by the STBID are specifically targeted to increase room nights at assessed lodging businesses. All room night sales do not represent the same benefit to the payors. For example, a higher priced room night is of greater benefit than a lower priced room night because the assessee derives greater revenue. To account for this benefit differential and to make sure the benefits are proportional, an assessment formula based on a percentage of revenue has been selected. The proposed formula accurately reflects greater benefit to assessed lodging businesses with higher priced room nights.

The term “gross short-term sleeping room rental revenue” as used herein means: the consideration charged, whether or not received, for the occupancy of space in a lodging business valued in money, whether to be received in money, goods, labor or otherwise, including all receipts, cash, credits and property and services of any kind or nature, without any deduction therefrom whatsoever.

Gross short-term sleeping room rental revenue shall not include, and therefore the assessment shall not be charged upon, stays that are complimentary, or upon any federal, state or local taxes collected, including but not limited to transient occupancy taxes.

The assessment is levied upon and a direct obligation of the assessed lodging business. However, the assessed lodging business may, at its discretion, pass the assessment on to transients. The amount of assessment, if passed on to each transient, shall be disclosed in advance and separately stated from the amount of rent charged and any other applicable taxes, and each transient shall receive a receipt for payment from the business. If the STBID assessment is identified separately it shall be disclosed as the “STBID Assessment.” As an alternative, the disclosure may include the amount of the STBID assessment and the amount of the assessment imposed pursuant to the California Tourism Marketing Act, Government Code §13995 et seq. and shall be disclosed as the “Tourism Assessment.” The assessment is imposed solely upon, and is the sole obligation of the assessed lodging business even if it is passed on to transients. The assessment shall not be considered revenue for calculation of transient occupancy taxes.

Bonds shall not be issued.

E. Interest and Overdue Charges
The STBID shall reimburse the City of Stockton for any costs associated with collecting unpaid assessments. If sums in excess of the delinquent STBID assessment are sought to be recovered in the same collection action by the City, the STBID shall bear its pro rata share of such collection costs.

ATTACHMENT F 1890
STBID Management District Plan
August 13, 2024
11 Assessed lodging businesses which are delinquent in paying the assessment shall be responsible for paying:

1. Original Delinquency: Any business which fails to remit any assessment imposed within the time required shall pay an overdue charge of ten percent (10%) of the amount of the assessment in addition to the amount of the assessment.

2. Continued Delinquency: Any business which fails to remit any delinquent assessment on or before a period of thirty (30) days following the date on which the assessment first became delinquent shall pay a second delinquency overdue charge of ten percent (10%) of the amount of the assessment in addition to the amount of the assessment and the ten percent (10%) overdue charge first imposed.

3. Fraud: If the City determines that the nonpayment of any assessment is due to fraud, a penalty of twenty-five percent (25%) of the amount of the assessment shall be added thereto in addition to the overdue charges stated in subsections 1 and 2 of this section.

4. Interest: In addition to the overdue charges imposed, any business which fails to remit any assessment imposed shall pay interest at the rate of one-half of one percent (0.5%) per month or fraction thereof on the amount of the assessment, exclusive of overdue charges, from the date on which the assessment first became delinquent until paid.

F. Time and Manner for Collecting Assessments
The STBID assessment will be implemented beginning January 1, 2025 or as soon as possible thereafter, and ending ten (10) years from its start date. The City will be responsible for collecting the assessment on a quarterly basis (including any delinquencies, interest and overdue charges) from each lodging business. The City shall take all reasonable efforts to collect the assessments from each lodging business. The City shall forward the assessments collected to the Owners’ Association.

ATTACHMENT F 1891
STBID Management District Plan
August 13, 2024
12 VI. GOVERNANCE
A. Owners’ Association
The City Council, through adoption of this Management District Plan, has the right, pursuant to Streets and Highways Code §36651, to identify the body that shall implement the proposed program, which shall be the Owners’ Association of the STBID as defined in Streets and Highways Code §36612. The City Council has determined that VS will continue to serve as the Owners’ Association for the STBID.

B. Brown Act and California Public Records Act Compliance An Owners’ Association is a private entity and may not be considered a public entity for any purpose, nor may its board members or staff be considered to be public officials for any purpose. The Owners’ Association is, however, subject to government regulations relating to transparency, namely the Ralph M. Brown Act and the California Public Records Act. These regulations are designed to promote public accountability. The Owners’ Association acts as a legislative body under the Ralph M. Brown Act (Government Code §54950 et seq.). Thus, meetings of the Board and certain committees must be held in compliance with the public notice and other requirements of the Brown Act. Accordingly, the Owners’ Association shall publicly report any action taken and the vote or abstention on that action of each member present for the action. The Owners’ Association is also subject to the record keeping and disclosure requirements of the California Public Records Act.

C. Annual Report
VS shall present an annual report at the end of each year of operation to the City Council pursuant to Streets and Highways Code §36650 (see Appendix 1). The annual report shall include:
• Any proposed changes in the boundaries of the improvement district or in any benefit zones or classification of businesses within the district.
• The improvements and activities to be provided for that fiscal year. • An estimate of the cost of providing the improvements and the activities for that fiscal year. • The method and basis of levying the assessment in sufficient detail to allow each business owner to estimate the amount of the assessment to be levied against his or her business for that fiscal year.
• The estimated amount of any surplus or deficit revenues to be carried over from a previous fiscal year.
• The estimated amount of any contributions to be made from sources other than assessments levied pursuant to this part.

ATTACHMENT F 1892
STBID Management District Plan
August 13, 2024
13 APPENDIX 1 – LAW
*** THIS DOCUMENT IS CURRENT THROUGH THE 2023 EXTRA SESSION CH 1, 2023 REGULAR SESSION CH. 890***
(ALL 2023 LEGISLATION)

STREETS AND HIGHWAYS CODE
DIVISION 18. PARKING
PART 7. PROPERTY AND BUSINESS IMPROVEMENT DISTRICT LAW OF 1994 CHAPTER 1. General Provisions
ARTICLE 1. Declarations
36600. Citation of part
This part shall be known and may be cited as the “Property and Business Improvement District Law of 1994.” 36601. Legislative findings and declarations; Legislative guidance The Legislature finds and declares all of the following:
(a) Businesses located and operating within business districts in some of this state’s communities are economically disadvantaged, are underutilized, and are unable to attract customers due to inadequate facilities, services, and activities in the business districts. (b) It is in the public interest to promote the economic revitalization and physical maintenance of business districts in order to create jobs, attract new businesses, and prevent the erosion of the business districts. (c) It is of particular local benefit to allow business districts to fund business related improvements, maintenance, and activities through the levy of assessments upon the businesses or real property that receive benefits from those improvements.
(d) Assessments levied for the purpose of conferring special benefit upon the real property or a specific benefit upon the businesses in a business district are not taxes for the general benefit of a city, even if property, businesses, or persons not assessed receive incidental or collateral effects that benefit them. (e) Property and business improvement districts formed throughout this state have conferred special benefits upon properties and businesses within their districts and have made those properties and businesses more useful by providing the following benefits:
(1) Crime reduction. A study by the Rand Corporation has confirmed a 12-percent reduction in the incidence of robbery and an 8-percent reduction in the total incidence of violent crimes within the 30 districts studied.
(2) Job creation.
(3) Business attraction.
(4) Business retention.
(5) Economic growth.
(6) New investments.
(f) With the dissolution of redevelopment agencies throughout the state, property and business improvement districts have become even more important tools with which communities can combat blight, promote economic opportunities, and create a clean and safe environment. (g) Since the enactment of this act, the people of California have adopted Proposition 218, which added Article XIII D to the Constitution in order to place certain requirements and restrictions on the formation of, and activities, expenditures, and assessments by property-based districts. Article XIII D of the Constitution provides that property-based districts may only levy assessments for special benefits. (h) The act amending this section is intended to provide the Legislature’s guidance with regard to this act, its interaction with the provisions of Article XIII D of the Constitution, and the determination of special benefits in property-based districts.
(1) The lack of legislative guidance has resulted in uncertainty and inconsistent application of this act, which discourages the use of assessments to fund needed improvements, maintenance, and activities in property-based districts, contributing to blight and other underutilization of property.

ATTACHMENT F 1893
STBID Management District Plan
August 13, 2024
14 (2) Activities undertaken for the purpose of conferring special benefits upon property to be assessed inherently produce incidental or collateral effects that benefit property or persons not assessed. Therefore, for special benefits to exist as a separate and distinct category from general benefits, the incidental or collateral effects of those special benefits are inherently part of those special benefits. The mere fact that special benefits produce incidental or collateral effects that benefit property or persons not assessed does not convert any portion of those special benefits or their incidental or collateral effects into general benefits. (3) It is of the utmost importance that property-based districts created under this act have clarity regarding restrictions on assessments they may levy and the proper determination of special benefits. Legislative clarity with regard to this act will provide districts with clear instructions and courts with legislative intent regarding restrictions on property-based assessments, and the manner in which special benefits should be determined.
36602. Purpose of part
The purpose of this part is to supplement previously enacted provisions of law that authorize cities to levy assessments within property and business improvement districts, to ensure that those assessments conform to all constitutional requirements and are determined and assessed in accordance with the guidance set forth in this act.

This part does not affect or limit any other provisions of law authorizing or providing for the furnishing of improvements or activities or the raising of revenue for these purposes. 36603. Preemption of authority or charter city to adopt ordinances levying assessments Nothing in this part is intended to preempt the authority of a charter city to adopt ordinances providing for a different method of levying assessments for similar or additional purposes from those set forth in this part. A property and business improvement district created pursuant to this part is expressly exempt from the provisions of the Special Assessment Investigation, Limitation and Majority Protest Act of 1931 (Division 4 (commencing with Section 2800)).
36603.5 Part prevails over conflicting provisions
Any provision of this part that conflicts with any other provision of law shall prevail over the other provision of law, as to districts created under this part.
36604. Severability
This part is intended to be construed liberally and, if any provision is held invalid, the remaining provisions shall remain in full force and effect. Assessments levied under this part are not special taxes.

ARTICLE 2. Definitions
36606. “Activities”
“Activities” means, but is not limited to, all of the following that benefit businesses or real property in the district:
(a) Promotion of public events.
(b) Furnishing of music in any public place.
(c) Promotion of tourism within the district.
(d) Marketing and economic development, including retail retention and recruitment. (e) Providing security, sanitation, graffiti removal, street and sidewalk cleaning, and other municipal services supplemental to those normally provided by the municipality. (f) Other services provided for the purpose of conferring special benefit upon assessed real property or specific benefits upon assessed businesses located in the district. 36606.5. “Assessment”
“Assessment” means a levy for the purpose of acquiring, constructing, installing, or maintaining improvements and providing activities that will provide certain benefits to properties or businesses located within a property and business improvement district.

ATTACHMENT F 1894
STBID Management District Plan
August 13, 2024
15 36607. “Business”
“Business” means all types of businesses and includes financial institutions and professions. 36608. “City”
“City” means a city, county, city and county, or an agency or entity created pursuant to Article 1 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code, the public member agencies of which includes only cities, counties, or a city and county, or the State of California. 36609. “City council”
“City council” means the city council of a city or the board of supervisors of a county, or the agency, commission, or board created pursuant to a joint powers agreement and which is a city within the meaning of this part. 36609.4. “Clerk”
“Clerk” means the clerk of the legislative body.
36609.5. “General benefit”
“General benefit” means, for purposes of a property-based district, any benefit that is not a “special benefit” as defined in Section 36615.5.
36610. “Improvement”
“Improvement” means the acquisition, construction, installation, or maintenance of any tangible property with an estimated useful life of five years or more including, but not limited to, the following:
(a) Parking facilities.
(b) Benches, booths, kiosks, display cases, pedestrian shelters and signs. (c) Trash receptacles and public restrooms.
(d) Lighting and heating facilities.
(e) Decorations.
(f) Parks.
(g) Fountains.
(h) Planting areas.
(i) Closing, opening, widening, or narrowing of existing streets. (j) Facilities or equipment, or both, to enhance security of persons and property within the district. (k) Ramps, sidewalks, plazas, and pedestrian malls.
(l) Rehabilitation or removal of existing structures.
36611. “Management district plan”; “Plan”
“Management district plan” or “plan” means a proposal as defined in Section 36622. 36612. “Owners’ association”
“Owners’ association” means a private nonprofit entity that is under contract with a city to administer or implement improvements, maintenance, and activities specified in the management district plan. An owners’ association may be an existing nonprofit entity or a newly formed nonprofit entity. An owners’ association is a private entity and may not be considered a public entity for any purpose, nor may its board members or staff be considered to be public officials for any purpose. Notwithstanding this section, an owners’ association shall comply with the Ralph M. Brown Act (Chapter 9 (commencing with Section 54950) of Part 1 of Division 2 of Title 5 of the Government Code), at all times when matters within the subject matter of the district are heard, discussed, or deliberated, and with the California Public Records Act (Division 10 (commencing with Section 7920.000) of Title 1 of the Government Code), for all records relating to activities of the district. 36614. “Property”
ATTACHMENT F 1895
STBID Management District Plan
August 13, 2024
16 “Property” means real property situated within a district. 36614.5. “Property and business improvement district”; “District” “Property and business improvement district,” or “district,” means a property and business improvement district established pursuant to this part.
36614.6. “Property-based assessment”
“Property-based assessment” means any assessment made pursuant to this part upon real property. 36614.7. “Property-based district”
“Property-based district” means any district in which a city levies a property-based assessment. 36615. “Property owner”; “Business owner”; “Owner”
“Property owner” means any person shown as the owner of land on the last equalized assessment roll or otherwise known to be the owner of land by the city council. “Business owner” means any person recognized by the city as the owner of the business. “Owner” means either a business owner or a property owner. The city council has no obligation to obtain other information as to the ownership of land or businesses, and its determination of ownership shall be final and conclusive for the purposes of this part. Wherever this part requires the signature of the property owner, the signature of the authorized agent of the property owner shall be sufficient. Wherever this part requires the signature of the business owner, the signature of the authorized agent of the business owner shall be sufficient. 36615.5. “Special benefit” [Effective January 1, 2023]
(a) “Special benefit” means, for purposes of a property-based district, a particular and distinct benefit over and above general benefits conferred on real property located in a district or to the public at large. Special benefit includes incidental or collateral effects that arise from the improvements, maintenance, or activities of propertybased districts even if those incidental or collateral effects benefit property or persons not assessed. Special benefit excludes general enhancement of property value.
(b) “Special benefit” also includes, for purposes of a property-based district, a particular and distinct benefit provided directly to each assessed parcel within the district. Merely because parcels throughout an assessment district share the same special benefits does not make the benefits general. 36616. “Tenant”
“Tenant” means an occupant pursuant to a lease of commercial space or a dwelling unit, other than an owner.

ARTICLE 3 Prior Law
36617. Alternate method of financing certain improvements and activities; Effect on other provisions This part provides an alternative method of financing certain improvements and activities. The provisions of this part shall not affect or limit any other provisions of law authorizing or providing for the furnishing of improvements or activities or the raising of revenue for these purposes. Every improvement area established pursuant to the Parking and Business Improvement Area Law of 1989 (Part 6 (commencing with Section 36500) of this division) is valid and effective and is unaffected by this part.

CHAPTER 2. Establishment
36620. Establishment of property and business improvement district A property and business improvement district may be established as provided in this chapter. 36620.5. Requirement of consent of city council
ATTACHMENT F 1896
STBID Management District Plan
August 13, 2024
17 A county may not form a district within the territorial jurisdiction of a city without the consent of the city council of that city. A city may not form a district within the unincorporated territory of a county without the consent of the board of supervisors of that county. A city may not form a district within the territorial jurisdiction of another city without the consent of the city council of the other city. 36621. Initiation of proceedings; Petition of property or business owners in proposed district (a) Upon the submission of a written petition, signed by the property or business owners in the proposed district who will pay more than 50 percent of the assessments proposed to be levied, the city council may initiate proceedings to form a district by the adoption of a resolution expressing its intention to form a district. The amount of assessment attributable to property or a business owned by the same property or business owner that is in excess of 40 percent of the amount of all assessments proposed to be levied, shall not be included in determining whether the petition is signed by property or business owners who will pay more than 50 percent of the total amount of assessments proposed to be levied. (b) The petition of property or business owners required under subdivision (a) shall include a summary of the management district plan. That summary shall include all of the following:
(1) A map showing the boundaries of the district.
(2) Information specifying where the complete management district plan can be obtained. (3) Information specifying that the complete management district plan shall be furnished upon request.
(c) The resolution of intention described in subdivision (a) shall contain all of the following:
(1) A brief description of the proposed improvements, maintenance, and activities, the amount of the proposed assessment, a statement as to whether the assessment will be levied on property or businesses within the district, a statement as to whether bonds will be issued, and a description of the exterior boundaries of the proposed district, which may be made by reference to any plan or map that is on file with the clerk. The descriptions and statements do not need to be detailed and shall be sufficient if they enable an owner to generally identify the nature and extent of the improvements, maintenance, and activities, and the location and extent of the proposed district. (2) A time and place for a public hearing on the establishment of the property and business improvement district and the levy of assessments, which shall be consistent with the requirements of Section 36623.
36622. Contents of management district plan
The management district plan shall include, but is not limited to, all of the following:
(a) If the assessment will be levied on property, a map of the district in sufficient detail to locate each parcel of property and, if businesses are to be assessed, each business within the district. If the assessment will be levied on businesses, a map that identifies the district boundaries in sufficient detail to allow a business owner to reasonably determine whether a business is located within the district boundaries. If the assessment will be levied on property and businesses, a map of the district in sufficient detail to locate each parcel of property and to allow a business owner to reasonably determine whether a business is located within the district boundaries.
(b) The name of the proposed district.
(c) A description of the boundaries of the district, including the boundaries of benefit zones, proposed for establishment or extension in a manner sufficient to identify the affected property and businesses included, which may be made by reference to any plan or map that is on file with the clerk. The boundaries of a proposed property assessment district shall not overlap with the boundaries of another existing property assessment district created pursuant to this part. This part does not prohibit the boundaries of a district created pursuant to this part to overlap with other assessment districts established pursuant to other provisions of law, including, but not limited to, the Parking and Business Improvement Area Law of 1989 (Part 6 (commencing with Section 36500)). This part does not prohibit the boundaries of a business assessment district created pursuant to this part to overlap with another business assessment district created pursuant to this part. This part does not prohibit the boundaries of a business assessment district created pursuant to this part to overlap with a property assessment district created pursuant to this part. (d) The improvements, maintenance, and activities proposed for each year of operation of the district and the estimated cost thereof. If the improvements, maintenance, and activities proposed for each year of operation are the same, a description of the first year’s proposed improvements, maintenance, and activities ATTACHMENT F 1897
STBID Management District Plan
August 13, 2024
18 and a statement that the same improvements, maintenance, and activities are proposed for subsequent years shall satisfy the requirements of this subdivision.
(e) The total annual amount proposed to be expended for improvements, maintenance, or activities, and debt service in each year of operation of the district. If the assessment is levied on businesses, this amount may be estimated based upon the assessment rate. If the total annual amount proposed to be expended in each year of operation of the district is not significantly different, the amount proposed to be expended in the initial year and a statement that a similar amount applies to subsequent years shall satisfy the requirements of this subdivision.
(f) The proposed source or sources of financing, including the proposed method and basis of levying the assessment in sufficient detail to allow each property or business owner to calculate the amount of the assessment to be levied against their property or business. The plan also shall state whether bonds will be issued to finance improvements.
(g) The time and manner of collecting the assessments.
(h) The specific number of years in which assessments will be levied. In a new district, the maximum number of years shall be five. Upon renewal, a district shall have a term not to exceed 10 years.

Notwithstanding these limitations, a district created pursuant to this part to finance capital improvements with bonds may levy assessments until the maximum maturity of the bonds. The management district plan may set forth specific increases in assessments for each year of operation of the district. (i) The proposed time for implementation and completion of the management district plan. (j) Any proposed rules and regulations to be applicable to the district. (k)
(1) A list of the properties or businesses to be assessed, including the assessor’s parcel numbers for properties to be assessed, and a statement of the method or methods by which the expenses of a district will be imposed upon benefited real property or businesses, in proportion to the benefit received by the property or business, to defray the cost thereof. (2) In a property-based district, the proportionate special benefit derived by each identified parcel shall be determined exclusively in relationship to the entirety of the capital cost of a public improvement, the maintenance and operation expenses of a public improvement, or the cost of the activities. An assessment shall not be imposed on any parcel that exceeds the reasonable cost of the proportional special benefit conferred on that parcel. Only special benefits are assessable, and a property-based district shall separate the general benefits, if any, from the special benefits conferred on a parcel. Parcels within a property-based district that are owned or used by any city, public agency, the State of California, or the United States shall not be exempt from assessment unless the governmental entity can demonstrate by clear and convincing evidence that those publicly owned parcels in fact receive no special benefit. The value of any incidental, secondary, or collateral effects that arise from the improvements, maintenance, or activities of a propertybased district and that benefit property or persons not assessed shall not be deducted from the entirety of the cost of any special benefit or affect the proportionate special benefit derived by each identified parcel.
(3) In a property-based district, properties throughout the district may share the same special benefits. In a district with boundaries that define which parcels are to receive improvements, maintenance, or activities over and above those services provided by the city, the improvements, maintenance, or activities themselves may constitute a special benefit. The city may impose assessments that are less than the proportional special benefit conferred, but shall not impose assessments that exceed the reasonable costs of the proportional special benefit conferred. Because one or more parcels pay less than the special benefit conferred does not necessarily mean that other parcels are assessed more than the reasonable cost of their special benefit. (l) In a property-based district, a detailed engineer’s report prepared by a registered professional engineer certified by the State of California supporting all assessments contemplated by the management district plan.
(m) Any other item or matter required to be incorporated therein by the city council. 36623. Procedure to levy assessment
(a) If a city council proposes to levy a new or increased property assessment, the notice and protest and hearing procedure shall comply with Section 53753 of the Government Code. (b) If a city council proposes to levy a new or increased business assessment, the notice and protest and hearing procedure shall comply with Section 54954.6 of the Government Code, except that notice shall be ATTACHMENT F 1898
STBID Management District Plan
August 13, 2024
19 mailed to the owners of the businesses proposed to be assessed. A protest may be made orally or in writing by any interested person. Every written protest shall be filed with the clerk at or before the time fixed for the public hearing. The city council may waive any irregularity in the form or content of any written protest. A written protest may be withdrawn in writing at any time before the conclusion of the public hearing. Each written protest shall contain a description of the business in which the person subscribing the protest is interested sufficient to identify the business and, if a person subscribing is not shown on the official records of the city as the owner of the business, the protest shall contain or be accompanied by written evidence that the person subscribing is the owner of the business or the authorized representative. A written protest that does not comply with this section shall not be counted in determining a majority protest.

If written protests are received from the owners or authorized representatives of businesses in the proposed district that will pay 50 percent or more of the assessments proposed to be levied and protests are not withdrawn so as to reduce the protests to less than 50 percent, no further proceedings to levy the proposed assessment against such businesses, as contained in the resolution of intention, shall be taken for a period of one year from the date of the finding of a majority protest by the city council. (c) If a city council proposes to conduct a single proceeding to levy both a new or increased property assessment and a new or increased business assessment, the notice and protest and hearing procedure for the property assessment shall comply with subdivision (a), and the notice and protest and hearing procedure for the business assessment shall comply with subdivision (b). If a majority protest is received from either the property or business owners, that respective portion of the assessment shall not be levied. The remaining portion of the assessment may be levied unless the improvement or other special benefit was proposed to be funded by assessing both property and business owners. 36624. Changes to proposed assessments
At the conclusion of the public hearing to establish the district, the city council may adopt, revise, change, reduce, or modify the proposed assessment or the type or types of improvements, maintenance, and activities to be funded with the revenues from the assessments. Proposed assessments may only be revised by reducing any or all of them. At the public hearing, the city council may only make changes in, to, or from the boundaries of the proposed property and business improvement district that will exclude territory that will not benefit from the proposed improvements, maintenance, and activities. Any modifications, revisions, reductions, or changes to the proposed assessment district shall be reflected in the notice and map recorded pursuant to Section 36627. 36625. Resolution of formation
(a) If the city council, following the public hearing, decides to establish a proposed property and business improvement district, the city council shall adopt a resolution of formation that shall include, but is not limited to, all of the following:
(1) A brief description of the proposed improvements, maintenance, and activities, the amount of the proposed assessment, a statement as to whether the assessment will be levied on property, businesses, or both within the district, a statement on whether bonds will be issued, and a description of the exterior boundaries of the proposed district, which may be made by reference to any plan or map that is on file with the clerk. The descriptions and statements need not be detailed and shall be sufficient if they enable an owner to generally identify the nature and extent of the improvements, maintenance, and activities and the location and extent of the proposed district. (2) The number, date of adoption, and title of the resolution of intention. (3) The time and place where the public hearing was held concerning the establishment of the district.
(4) A determination regarding any protests received. The city shall not establish the district or levy assessments if a majority protest was received.
(5) A statement that the properties, businesses, or properties and businesses in the district established by the resolution shall be subject to any amendments to this part. (6) A statement that the improvements, maintenance, and activities to be conferred on businesses and properties in the district will be funded by the levy of the assessments. The revenue from the levy of assessments within a district shall not be used to provide improvements, maintenance, or activities outside the district or for any purpose other than the purposes specified in the resolution of intention, as modified by the city council at the hearing concerning establishment of the district.

Notwithstanding the foregoing, improvements and activities that must be provided outside the ATTACHMENT F 1899
STBID Management District Plan
August 13, 2024
20 district boundaries to create a special or specific benefit to the assessed parcels or businesses may be provided, but shall be limited to marketing or signage pointing to the district. (7) A finding that the property or businesses within the area of the property and business improvement district will be benefited by the improvements, maintenance, and activities funded by the proposed assessments, and, for a property-based district, that property within the district will receive a special benefit.
(8) In a property-based district, the total amount of all special benefits to be conferred on the properties within the property-based district.
(b) The adoption of the resolution of formation and, if required, recordation of the notice and map pursuant to Section 36627 shall constitute the levy of an assessment in each of the fiscal years referred to in the management district plan.
36627. Notice and assessment diagram
Following adoption of the resolution establishing district assessments on properties pursuant to Section 36625, the clerk shall record a notice and an assessment diagram pursuant to Section 3114. No other provision of Division 4.5 (commencing with Section 3100) applies to an assessment district created pursuant to this part. 36628. Establishment of separate benefit zones within district; Categories of businesses The city council may establish one or more separate benefit zones within the district based upon the degree of benefit derived from the improvements or activities to be provided within the benefit zone and may impose a different assessment within each benefit zone. If the assessment is to be levied on businesses, the city council may also define categories of businesses based upon the degree of benefit that each will derive from the improvements or activities to be provided within the district and may impose a different assessment or rate of assessment on each category of business, or on each category of business within each zone. 36628.5. Assessments on businesses or property owners
The city council may levy assessments on businesses or on property owners, or a combination of the two, pursuant to this part. The city council shall structure the assessments in whatever manner it determines corresponds with the distribution of benefits from the proposed improvements, maintenance, and activities, provided that any propertybased assessment conforms with the requirements set forth in paragraph (2) of subdivision (k) of Section 36622. 36629. Provisions and procedures applicable to benefit zones and business categories All provisions of this part applicable to the establishment, modification, or disestablishment of a property and business improvement district apply to the establishment, modification, or disestablishment of benefit zones or categories of business. The city council shall, to establish, modify, or disestablish a benefit zone or category of business, follow the procedure to establish, modify, or disestablish a property and business improvement district. 36630. Expiration of district; Creation of new district If a property and business improvement district expires due to the time limit set pursuant to subdivision (h) of Section 36622, a new management district plan may be created and the district may be renewed pursuant to this part.

CHAPTER 3: Assessments
36631. Time and manner of collection of assessments; Delinquent payments The collection of the assessments levied pursuant to this part shall be made at the time and in the manner set forth by the city council in the resolution levying the assessment. Assessments levied on real property may be collected at the same time and in the same manner as for the ad valorem property tax, and may provide for the same lien priority and penalties for delinquent payment. All delinquent payments for assessments levied pursuant to this part may be charged interest and penalties.
36632. Assessments to be based on estimated benefit; Classification of real property and businesses; Exclusion of residential and agricultural property
ATTACHMENT F 1900
STBID Management District Plan
August 13, 2024
21 (a) The assessments levied on real property pursuant to this part shall be levied on the basis of the estimated benefit to the real property within the property and business improvement district. The city council may classify properties for purposes of determining the benefit to property of the improvements and activities provided pursuant to this part.
(b) Assessments levied on businesses pursuant to this part shall be levied on the basis of the estimated benefit to the businesses within the property and business improvement district. The city council may classify businesses for purposes of determining the benefit to the businesses of the improvements and activities provided pursuant to this part.
(c) Properties zoned solely for residential use, or that are zoned for agricultural use, are conclusively presumed not to benefit from the improvements and service funded through these assessments, and shall not be subject to any assessment pursuant to this part. 36633. Time for contesting validity of assessment
The validity of an assessment levied under this part shall not be contested in an action or proceeding unless the action or proceeding is commenced within 30 days after the resolution levying the assessment is adopted pursuant to Section 36625. An appeal from a final judgment in an action or proceeding shall be perfected within 30 days after the entry of judgment.
36634. Service contracts authorized to establish levels of city services The city council may execute baseline service contracts that would establish levels of city services that would continue after a property and business improvement district has been formed. 36635. Request to modify management district plan
The owners’ association may, at any time, request that the city council modify the management district plan. Any modification of the management district plan shall be made pursuant to this chapter. 36636. Modification of plan by resolution after public hearing; Adoption of the resolution of intention (a) Upon the written request of the owners’ association, the city council may modify the management district plan after conducting one public hearing on the proposed modifications. The city council may modify the improvements and activities to be funded with the revenue derived from the levy of the assessments by adopting a resolution determining to make the modifications after holding a public hearing on the proposed modifications. If the modification includes the levy of a new or increased assessment, the city council shall comply with Section 36623. Notice of all other public hearings pursuant to this section shall comply with both of the following:
(1) The resolution of intention shall be published in a newspaper of general circulation in the city once at least seven days before the public hearing.
(2) A complete copy of the resolution of intention shall be mailed by first class mail, at least 10 days before the public hearing, to each business owner or property owner affected by the proposed modification.
(b) The city council shall adopt a resolution of intention which states the proposed modification prior to the public hearing required by this section. The public hearing shall be held not more than 90 days after the adoption of the resolution of intention.
36637. Reflection of modification in notices recorded and maps Any subsequent modification of the resolution shall be reflected in subsequent notices and maps recorded pursuant to Division 4.5 (commencing with Section 3100), in a manner consistent with the provisions of Section 36627. 36638. Assessment as government improvised fee on Civ C § 1770 transaction [Operative July 1, 2024] (a) A business assessment pursuant to this part is a fee imposed by a government on the transaction for purposes of paragraph (29) of subdivision (a) of Section 1770 of the Civil Code. (b) This section shall become operative on July 1, 2024.

ATTACHMENT F 1901
STBID Management District Plan
August 13, 2024
22 CHAPTER 3.5 Financing
36640. Bonds authorized; Procedure; Restriction on reduction or termination of assessments (a) The city council may, by resolution, determine and declare that bonds shall be issued to finance the estimated cost of some or all of the proposed improvements described in the resolution of formation adopted pursuant to Section 36625, if the resolution of formation adopted pursuant to that section provides for the issuance of bonds, under the Improvement Bond Act of 1915 (Division 10 (commencing with Section 8500)) or in conjunction with Marks–Roos Local Bond Pooling Act of 1985 (Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code). Either act, as the case may be, shall govern the proceedings relating to the issuance of bonds, although proceedings under the Bond Act of 1915 may be modified by the city council as necessary to accommodate assessments levied upon business pursuant to this part. (b) The resolution adopted pursuant to subdivision (a) shall generally describe the proposed improvements specified in the resolution of formation adopted pursuant to Section 36625, set forth the estimated cost of those improvements, specify the number of annual installments and the fiscal years during which they are to be collected. The amount of debt service to retire the bonds shall not exceed the amount of revenue estimated to be raised from assessments over 30 years.
(c) Notwithstanding any other provision of this part, assessments levied to pay the principal and interest on any bond issued pursuant to this section shall not be reduced or terminated if doing so would interfere with the timely retirement of the debt.

CHAPTER 4. Governance
36650. Report by owners’ association; Approval or modification by city council (a) The owners’ association shall cause to be prepared a report for each fiscal year, except the first year, for which assessments are to be levied and collected to pay the costs of the improvements, maintenance, and activities described in the report. The owners’ association’s first report shall be due after the first year of operation of the district. The report may propose changes, including, but not limited to, the boundaries of the property and business improvement district or any benefit zones within the district, the basis and method of levying the assessments, and any changes in the classification of property, including any categories of business, if a classification is used.
(b) The report shall be filed with the clerk and shall refer to the property and business improvement district by name, specify the fiscal year to which the report applies, and, with respect to that fiscal year, shall contain all of the following information:
(1) Any proposed changes in the boundaries of the property and business improvement district or in any benefit zones or classification of property or businesses within the district. (2) The improvements, maintenance, and activities to be provided for that fiscal year. (3) An estimate of the cost of providing the improvements, maintenance, and activities for that fiscal year.
(4) The method and basis of levying the assessment in sufficient detail to allow each real property or business owner, as appropriate, to estimate the amount of the assessment to be levied against his or her property or business for that fiscal year.
(5) The estimated amount of any surplus or deficit revenues to be carried over from a previous fiscal year.
(6) The estimated amount of any contributions to be made from sources other than assessments levied pursuant to this part.
(c) The city council may approve the report as filed by the owners’ association or may modify any particular contained in the report and approve it as modified. Any modification shall be made pursuant to Sections 36635 and 36636.

The city council shall not approve a change in the basis and method of levying assessments that would impair an authorized or executed contract to be paid from the revenues derived from the levy of assessments, including any commitment to pay principal and interest on any bonds issued on behalf of the district.
36651. Designation of owners’ association to provide improvements, maintenance, and activities ATTACHMENT F 1902
STBID Management District Plan
August 13, 2024
23 The management district plan may, but is not required to, state that an owners’ association will provide the improvements, maintenance, and activities described in the management district plan. If the management district plan designates an owners’ association, the city shall contract with the designated nonprofit corporation to provide services.

CHAPTER 5. Renewal
36660. Renewal of district; Transfer or refund of remaining revenues; District term limit (a) Any district previously established whose term has expired, or will expire, may be renewed by following the procedures for establishment as provided in this chapter. (b) Upon renewal, any remaining revenues derived from the levy of assessments, or any revenues derived from the sale of assets acquired with the revenues, shall be transferred to the renewed district. If the renewed district includes additional parcels or businesses not included in the prior district, the remaining revenues shall be spent to benefit only the parcels or businesses in the prior district. If the renewed district does not include parcels or businesses included in the prior district, the remaining revenues attributable to these parcels shall be refunded to the owners of these parcels or businesses. (c) Upon renewal, a district shall have a term not to exceed 10 years, or, if the district is authorized to issue bonds, until the maximum maturity of those bonds. There is no requirement that the boundaries, assessments, improvements, or activities of a renewed district be the same as the original or prior district.

CHAPTER 6. Disestablishment
36670. Circumstances permitting disestablishment of district; Procedure (a) Any district established or extended pursuant to the provisions of this part, where there is no indebtedness, outstanding and unpaid, incurred to accomplish any of the purposes of the district, may be disestablished by resolution by the city council in either of the following circumstances:
(1) If the city council finds there has been misappropriation of funds, malfeasance, or a violation of law in connection with the management of the district, it shall notice a hearing on disestablishment.
(2) During the operation of the district, there shall be a 30-day period each year in which assessees may request disestablishment of the district. The first such period shall begin one year after the date of establishment of the district and shall continue for 30 days. The next such 30-day period shall begin two years after the date of the establishment of the district. Each successive year of operation of the district shall have such a 30-day period. Upon the written petition of the owners or authorized representatives of real property or the owners or authorized representatives of businesses in the district who pay 50 percent or more of the assessments levied, the city council shall pass a resolution of intention to disestablish the district. The city council shall notice a hearing on disestablishment.
(b) The city council shall adopt a resolution of intention to disestablish the district prior to the public hearing required by this section. The resolution shall state the reason for the disestablishment, shall state the time and place of the public hearing, and shall contain a proposal to dispose of any assets acquired with the revenues of the assessments levied within the property and business improvement district. The notice of the hearing on disestablishment required by this section shall be given by mail to the property owner of each parcel or to the owner of each business subject to assessment in the district, as appropriate. The city shall conduct the public hearing not less than 30 days after mailing the notice to the property or business owners. The public hearing shall be held not more than 60 days after the adoption of the resolution of intention.
36671. Refund of remaining revenues upon disestablishment or expiration without renewal of district; Calculation of refund; Use of outstanding revenue collected after disestablishment of district (a) Upon the disestablishment or expiration without renewal of a district, any remaining revenues, after all outstanding debts are paid, derived from the levy of assessments, or derived from the sale of assets acquired with the revenues, or from bond reserve or construction funds, shall be refunded to the owners of the property or businesses then located and operating within the district in which assessments were levied by ATTACHMENT F 1903
STBID Management District Plan
August 13, 2024
24 applying the same method and basis that was used to calculate the assessments levied in the fiscal year in which the district is disestablished or expires. All outstanding assessment revenue collected after disestablishment shall be spent on improvements and activities specified in the management district plan. (b) If the disestablishment occurs before an assessment is levied for the fiscal year, the method and basis that was used to calculate the assessments levied in the immediate prior fiscal year shall be used to calculate the amount of any refund.

ATTACHMENT F 1904
«District_Abbreviation» Management District Plan
25 July 23, 2024
APPENDIX 2 – ASSESSED BUSINESSES
Business Name Site Address
Alhambra Motel 1565 S El Dorado St
American Inn 550 W Dr Martin Luther King Jr Bl
Best Western Heritage Inn 111 E March Ln
Budget Inn 1075 N Wilson Wy
Budget Inn & Suites 3473 W Hammer Ln
Budget Motel 1501 S El Dorado St
Capri Motel 1140 N Wilson Wy
Cosmos Hotel 343 S San Joaquin St
Courtyard By Marriott 3252 W March Ln
Crest Motel 639 N Wilson Wy
Diamond Swiss Inn 9172 Thornton Rd
Econostudios 4540 N El Dorado St
Executive Lodge Inn 339 S Wilson Wy
Extended Stay America 2844 W March Ln
Hampton Inn Stockton 3651 Arch Rd
Hilton Stockton 2323 Grand Canal Bl
Holiday Inn Express 5045 S State Route 99 E Fr Rd
La Casa Inc (Studio 6) 33 N Center St
La Quinta Inn By Wyndham 2710 W March Ln 153
Mataval, LLC 111 N Wilson Way
Merrill Place 29 S American St
Motel 6 North 6717 Plymouth Rd
Motel 6 West 817 Navy Dr
O’Connor Woods 3400 Wagner Heights Rd
Oxford Hotel 37 S Aurora St
Pacific Express Inn 1735 N Wilson Wy
Paradise Motel 1558 S El Dorado St
Red Roof Inn 1707 W Fremont St
Residence Inn By Marriott 3240 W March Ln
Stay Inn Suite 631 N Center St
Stockton Hotel Group LLC, Dba: Econo Lodge 1625 Turnpike Rd Stockton Civic Inn 1005 N El Dorado St
Stockton Motor Inn 1333 E Dr Martin Luther King Jr Bl
Sunset Motel 1305 S Wilson Wy
Travelodge Stockton 2210 Manthey Rd
Union St Motel 1674 S Union St
University Plaza Waterfront 110 W Fremont St
ATTACHMENT F 1905
ATTACHMENT G 1906
ATTACHMENT G 1907
ATTACHMENT G 1908
ATTACHMENT G 1909

ATTACHMENT H
1910
Resolution No.

STOCKTON CITY COUNCIL

A RESOLUTION MODIFYING THE MANAGEMENT DISTRICT PLAN OF THE

STOCKTON TOURISM BUSINESS IMPROVEMENT DISTRICT
The City of Stockton (City) renewed the Stockton Tourism Business Improvement District (STBID) and adopted the Management District Plan (MDP) of the STBID in 2014 under the Property and Business Improvement District Law of 1994, Streets and Highways Code section 36600 et seq., by Resolution No.
2014-11-04-1601-01; and
The Property and Business Improvement District Law of 1994, Streets and Highways Code section 36600 et seq., allows cities to modify the MDP at the request of the owners’ association; and
The STBID owners’ association, the Stockton Convention & Visitors Bureau d.b.a. Visit Stockton has requested modification of the MDP; and
A modified MPD has been prepared, and will modify the term of the STBID to end early on December 31, 2024; and
On October 1, 2024, at 5:30 PM, at the City Council Chambers located at City Hall, 425 N. El Dorado Street, 2nd Floor, Stockton, CA 95202, the City Council adopted a Resolution of Intention to Modify, Resolution No. 2024-10-01-1208-02; and The public hearing to consider the modification of the STBID has been properly noticed in accordance with Streets and Highways Code section 36636; and On November 19, 2024, at 5:30 PM at City Council Chambers located at City Hall, 425 N. El Dorado Street, 2nd Floor, Stockton, CA 95202, the City Council held a public hearing regarding the modification of the STBID MDP, and the City Council heard and received objections and protests, if any, to the modification of the STBID MDP; now, therefore,

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF STOCKTON, AS FOLLOWS:

1. The recitals set forth are true and correct.

2. The City Council hereby modifies the STBID MDP. The modification of the STBID MDP will modify the term of the STBID to end early on December 31, 2024. 1911

3. This resolution shall take effect immediately upon its adoption by the City Council.

4. The City Manager is authorized to take whatever actions are necessary and appropriate to carry out the purpose and intent of this Resolution.

PASSED, APPROVED, and ADOPTED November 19, 2024 .

KEVIN J. LINCOLN II
Mayor of the City of Stockton
ATTEST:

KATHERINE ROLAND, CMC, CPMC
City Clerk of the City of Stockton
1912
Resolution No.

STOCKTON CITY COUNCIL

A RESOLUTION DECLARING RESULTS OF MAJORITY PROTEST PROCEEDINGS

AND RENEWING THE STOCKTON TOURISM BUSINESS IMPROVEMENT DISTRICT The City of Stockton (City) renewed the Stockton Tourism Business Improvement District (STBID) on November 4, 2014, by Resolution No. 2014-11-04-1601-01 for a ten (10) year term which ends on December 31, 2025; and
The Property and Business Improvement Law of 1994, Streets and Highways Code section 36600 et seq. (94 Law), authorizes the City to renew business improvement districts for the purposes of promoting tourism; and
Visit Stockton (VS), lodging business owners, and representatives from the City have met to consider the renewal of the STBID; and
VS has drafted a Management District Plan (Plan) which sets forth all required information pursuant to section 36622 of the 94 Law including the proposed boundary of the STBID, a service plan and budget, and a proposed means of governance; and The renewed STBID includes all lodging businesses, existing and in the future, available for public occupancy located within the boundaries of the City; and Lodging businesses who will pay more than fifty percent (50%) of the assessment under the STBID have petitioned the City Council to renew the STBID; and The lodging businesses assessed within the STBID will receive a specific benefit from the activities and improvements set forth in the Plan; and
On October 1, 2024, at 5:30 PM at the Council Chambers located at the City Hall at 425 N. El Dorado Street, 2nd Floor, Stockton, CA 95202, the City Council adopted a Resolution of Intention, Resolution No. 2024-10-01-1208-01; and The public meeting and public hearing to consider the renewal of the STBID have been properly noticed in accordance with Streets and Highways Code section 36623; and On November 12, 2024 at 5:30 PM at the Council Chambers located at the City Hall at 425 N. El Dorado Street, 2nd Floor, Stockton, CA 95202, the City Council held a public meeting regarding the renewal of the STBID, and the City Council heard and received objections and protests, if any, to the renewal of the STBID and the levy of the proposed assessment; and
1913
On November 19, 2024, at 5:30 PM at the Council Chambers located at the City Hall at 425 N. El Dorado Street, 2nd Floor, Stockton, CA 95202, the City Council held a public hearing regarding the renewal of the STBID, and the City Council heard and received all objections and protests, if any, to the renewal of the STBID and the levy of the proposed assessment; and
The City Clerk has determined that there was no majority protest. A majority protest is defined as written protests received from owners of businesses in the renewed STBID which would pay fifty percent (50%) or more of the assessments proposed to be levied.

Protests are weighed up based on the assessment proposed to be levied on each lodging business; and
The City bears the burden of proving by a preponderance of the evidence that an assessment imposed for a specific benefit or specific government service is not a tax, that the amount is no more than necessary to cover the costs to the City in providing the specific benefit or specific government service, and that the manner in which those costs are allocated to a payor bears a fair or reasonable relationship to the specific benefits or specific government services received by the payor; now, therefore,

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF STOCKTON, AS FOLLOWS:

1. The recitals set forth herein are adopted by the City Council as findings and they are true and correct.

2. The STBID is hereby renewed for a ten (10) year term, beginning January 1, 2025, or as soon as possible thereafter, and ending ten (10) years from its start date, unless renewed pursuant to Streets and Highways Code section 36660.

3. The Plan dated August 13, 2024, is hereby adopted and approved.

4. The activities to be provided to benefit businesses in the STBID will be funded by the levy of the assessment. The revenue from the assessment levy shall not be used:
to provide activities that directly benefit businesses outside the STBID; to provide activities or improvements outside the STBID; or for any purpose other than the purposes specified in this Resolution, the Resolution of Intention, and the Plan. Notwithstanding the foregoing, improvements and activities that must be provided outside the STBID boundaries to create a specific benefit to the assessed businesses may be provided but shall be limited to marketing or signage pointing to the STBID.

5. The City Council finds as follows:
a) The annual assessment rate is five percent (5%) of gross short-term (stays less than 31 days) sleeping room rental revenue. In year six (6) of the STBID’s term, the assessment rate shall automatically increase by one-half -of-one percent (0.5%), to a total assessment rate of five and one-half-of-one percent (5.5%). 1914
Based on the benefit received, assessments will not be collected on stays of more than thirty (30) consecutive days.
b) The activities funded by the assessment will provide a specific benefit to assessed businesses within the STBID that is not provided to those not paying the assessment.
c) The assessment is a charge imposed for a specific benefit conferred or privilege granted directly to the payor that is not provided to those not charged, and which does not exceed the reasonable costs to the local government of conferring the benefit or granting the privilege.
d) The assessment is a charge imposed for a specific government service or product provided directly to the payor that is not provided to those not charged, and which does not exceed the reasonable costs to the local government of providing the service or product.
e) Assessments imposed pursuant to the STBID are levied solely upon the assessed business, and the business owner is solely responsible for payment of the assessment when due. If the owner chooses to collect any portion of the assessment from a transient, that portion shall be specifically called out and identified for the transient in any and all communications from the business owner as the “STBID Assessment” or “Tourism Assessment” as specified in the Plan.

6. The assessments levied for the STBID shall be applied towards marketing and sales promotion programs to market STBID lodging businesses as tourist, meeting and event destinations, and other improvements and activities as set forth in the Plan.

7. Assessments levied on lodging businesses pursuant to this resolution shall be levied on the basis of benefit. Because the services provided are intended to increase room night sales, an assessment based on gross short-term (stays less than 31 days) sleeping room rentals is the best measure of benefit.

8. The assessments for the entire STBID will total approximately $2,000,000 in year one (1).

9. Bonds shall not be issued to fund the STBID.

10. The STBID shall include all lodging businesses, existing and in the future, available for public occupancy within the boundaries of the City of Stockton, as shown in the map attached as Exhibit 1, incorporated by this reference.

11. The assessments shall be used for the purposes set forth above and any funds remaining at the end of any year may be used in subsequent years in which the STBID assessment is levied as long as they are used consistently with the requirements set forth herein.
1915

12. The assessments to fund the activities and improvements for the STBID will be collected by the City on a quarterly basis, and in accordance with Streets and Highways Code section 36631.

13. The City Council, through adoption of this Resolution and the Plan, has the right pursuant to Streets and Highways Code section 36651, to identify the body that shall implement the proposed program, which shall be the Owners’ Association of the STBID as defined in Streets and Highways Code section 36612. The City Council has determined that the Stockton Convention & Visitors Bureau d.b.a. Visit Stockton (VS) shall be the STBID Owners’ Association.

14. VS, pursuant to Streets and Highways Code section 36650, shall cause to be prepared, a report for each fiscal year, except the first year, for which assessments are to be levied and collected to pay the costs of the improvement and activities described in the report. The first report shall be due after the first year of operation of the STBID.

15. The STBID renewed pursuant to this Resolution will be subject to any amendments to the Property and Business Improvement District Law of 1994, California Streets and Highways Code section 36600 et seq.

16. The City Manager is authorized to approve the amendment of the Visit Stockton Contract, extending the term commensurate with the STBID, ending December 31, 2034, attached as Exhibit 2, incorporated by this reference.

17. The City Manager is directed to take whatever actions are necessary and appropriate to carry out the purpose and intent of this Resolution.

18. This Resolution shall take effect immediately upon its adoption by the City Council.

PASSED, APPROVED, and ADOPTED November 19, 2024 .

KEVIN J. LINCOLN II
Mayor of the City of Stockton
ATTEST:

KATHERINE ROLAND, CMC, CPMC
City Clerk of the City of Stockton
1916
EXHIBIT 1
District Boundaries
1917
EXHIBIT 1
1918
EXHIBIT 1
1919
Stockton Tourism Business
Improvement District (STBID) RenewalPublic Hearing
Stockton City CouncilAgenda Item 16.1November 19, 2024
1920
STBID
Background
 Established in 2010- 5 Year Term Renewed in 2014 for 10-year term Established by City at the request of Lodging Business Community
 Stockton Convention and Visitor’s Bureau was contracted to Manage and provide marketing and tourism attraction services for the STBID.  STBID requires that a budget and Management District Plan be created and approved annually by Council
1921
STBID
Process
 Jul - Sept Hoteliers sign petition to renew Oct 1 Council adopted Resolution of Intent to Renew Oct 4 Notice of Intent to renew mailed to Lodging Businesses Nov 2 Notice regarding public meeting and hearing mailed to lodging businesses
 Nov 12 Hold Public Meeting, receive public testimony Nov 19 Hold Public Hearing and take action on Renewal Resolutions
1922
Resolution
Actions:
 Modify the current Management District Plan to end early on December 31, 2024;
 Declaring the results of the protest period - the majority supports the renewal and modification;
 Approving the modified Management District Plan to include a 1% assessment increase to 5%, with 0.5% increase in year six to 5.5%;  Approving the renewal of the STBID, effective January 1, 2025 through December 31, 2035; and
 Approving an amendment to the management agreement with Stockton Convention and Visitors Bureau modifying the term to extend through December 31, 2035. 1923
City of Stockton
Legislation Text
File #: 24-1013, Version: 1

TEFRA PUBLIC HEARING FOR THE LA PASSEGGIATA APARTMENTS AFFORDABLE HOUSING PROJECT LOCATED AT 622 EAST LINDSAY STREET, STOCKTON, CA

RECOMMENDATION
It is recommended that the City Council adopt a resolution to:

1. Approve the issuance of multifamily housing revenue bonds by the California Municipal Finance Authority for the benefit of La Passeggiata LLC, a California limited liability company (the “General Partner”), an affiliate of Visionary Home Builders of California Inc., a California nonprofit public benefit corporation (the “Sponsor”), on behalf of La Passeggiata LP, a California limited partnership, or another ownership entity created by the General Partner or by another affiliate of the Sponsor (such limited partnership or other ownership entity, the “Borrower”) to provide for the financing of the La Passeggiata Apartments project in an amount not to exceed $50,000,000, for the acquisition, construction, improvement and equipping of 94 -unit rental housing facility for low-income households, to be located in Stockton at 622 East Lindsay Street.

Note: The bonds will not be a debt of the City, nor will they obligate the City in any way. The adoption is solely for the purposes of satisfying the requirements of the Tax and Equity Fiscal Responsibility Act (TEFRA).

2. Authorize the City Manager, or designee, to take actions that are necessary and appropriate to carry out the purpose and intent of the resolution.

Summary
The purpose of this hearing is to satisfy the public approval requirement of the Tax and Equity Fiscal Responsibility Act (TEFRA), Section 147(f) of the Internal Revenue Code of 1986 (Tax Code). The City Council is being asked to adopt a resolution that would approve the issuance of multifamily housing revenue bonds by California Municipal Finance Authority (CMFA) in an aggregate principal amount not to exceed $50,000,000 of Bond funds, along with four percent low-income housing tax credits, which will be used by La Passeggiata LP to finance the acquisition, construction, improvement and equipping of a 94-unit rental housing development for low-income households, to be located in Stockton at 622 East Lindsay Street, Stockton CA (the "Project"). The complex will provide housing affordable to households with incomes at or below 80 percent of the Area Median Income (AMI).

The proposed bonds will not be a debt of the City, nor will they obligate the City in any way.

The role of the City Council is limited to conducting the public hearing to certify the public benefit of this project for the purpose of facilitating financing for the project by CMFA.

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1924
File #: 24-1013, Version: 1

DISCUSSION
Background
The La Passeggiata Apartments project is a proposed 94-unit new construction rental housing development for low-income households; the project site is located at 622 East Lindsay Street, Stockton, CA. The development is part of the initiative to build on Surplus Land owned by the State of California. Following the issuance of Executive Order N-06-19 (EO) issued on January 15, 2019, by Governor Gavin Newsom, Visionary Home Builders of California Inc (VHB) responded to the State's Request for Proposals (RFP) released in September 2019 to build on the State Surplus Land in the City of Stockton and was nominated in January 2020. An exclusive negotiation agreement was signed on July 29, 2020, between VHB and the State’s Department of General Services. The agreement was to build on the approximate .84 acre of vacant land in Downtown Stockton.

Bond funds will be used to finance the construction and improvements. The project will consist of 94 modular energy-efficient units with LEED Certification and will be Stockton’s first modular apartment complex. The development will consist of two buildings, 5 and 6 stories high, with a breezeway connecting both buildings. The 5-story building will provide 44 apartment units of 1 and 2 bedrooms ranging from 550 square feet to 800 square feet. The 6-story building will be designed to provide 50 apartment units of 2 and 3 bedrooms ranging from 800 square feet to 1,050 square feet. The 5 and 6 -story buildings will have one laundry room and one elevator in each building for residents to use.

The roof of the buildings will provide a common area where the community can come together for relaxation and enjoy the view of Downtown Stockton. The project is intended to serve individuals and large families with incomes between 30 percent to 50 percent of the AMI. There will be 93 restricted affordable units for future residents and one property manager’s unit.

To assist with the acquisition and development of La Passeggiata Apartments, the City has approved and allocated a total of $600,000 in project funding from HOME Investment Partnerships Program (HOME) funds. La Passeggiata LP will leverage City financing to secure bond funds (CMFA) and proceeds from four percent tax credits, as well as funds from the State’s Infill Infrastructure Grant Program (IIG), Local Government Matching Grants Program (LGMG), and the Multifamily Housing Program (MHP).

Present Situation
The TEFRA Act, Section 147 (f) of the Tax Code, requires that before bonds can be issued, the local jurisdiction in which a project is to be financed with bonds must: 1) conduct a public hearing; and, 2) approve the issuance of the bonds. The City Council is being asked to hold such a public hearing and adopt a resolution that would authorize the issuance of the bonds by CFMA in an amount not to exceed the aggregate principal amount of $50,000,000.

A TEFRA hearing is mandated by the IRS to provide a reasonable opportunity for interested individuals to express their views on the issuance of bonds and the nature of the improvements and projects for which the bond funds will be allocated. This hearing is an opportunity for all interested persons to speak to or submit written comments on the proposal to issue the debt and the public benefit of the project, but the City Council has no obligation to respond to any specific comments City of Stockton Page 2 of 3 Printed on 11/14/2024
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1925
File #: 24-1013, Version: 1
benefit of the project, but the City Council has no obligation to respond to any specific comments made or submitted during the hearing.

The CMFA assists local governments, non-profit organizations, and businesses with the issuance of taxable and tax-exempt bonds aimed at improving the standard of living in California. The CMFA was created in 2004 pursuant to a joint exercise of powers agreement to promote economic, cultural, and community development through the financing of economic development and charitable activities throughout California.

Outside of holding the TEFRA hearing and adopting the required resolution, no other participation or activity of the City or the City Council concerning the issuance of the Bonds will be required. The proposed bonds will not be a debt of the City, nor will they obligate the City in any way. The role of the City Council is limited to conducting the public hearing to certify the public benefit of this project for the purpose of facilitating financing for the project by CMFA.

City Council has previously approved the issuance of similar bonds for several projects, including:
· $23 million of multifamily housing revenue bonds to assist with the development of the Grand View Village Apartments, located at 240 E. Miner Ave and 240 N Hunter Street, was approved on June 18, 2024.
· $20 million of multifamily housing revenue bonds to assist with the adaptive reuse of Liberty Square (formerly Hunter Street Apartments), located at 804 North Hunter Street, was approved on April 2, 2019.
· $38 million of bonds to finance the construction of new student housing and other improvements for the University of Pacific was approved on September 27, 2016. · $30 million of multifamily housing revenue bonds to assist with the rehabilitation of the Polo Run Apartments, located at 8166 Palisades Drive, was approved on August 9, 2016.

Public Notice
Legal notice for the TEFRA public hearing is required to be published at least 7 days in advance. The notice for this hearing was published in The Record on November 8, 2024.

FINANCIAL SUMMARY
The City will incur no financial liability as a result of approving the issuance of the bonds. This action only serves as a public acknowledgment by the local jurisdiction of the project financing.

Attachment A - Vicinity Map
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ATTACHMENT A
622 E. Lindsay St.
1927
Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF STOCKTON APPROVING

THE ISSUANCE OF MULTIFAMILY HOUSING REVENUE BONDS OR NOTES BY THE

CALIFORNIA MUNICIPAL FINANCE AUTHORITY FOR THE LA PASSEGGIATA

APARTMENTS AFFORDABLE HOUSING PROJECT
La Passeggiata LLC, a California limited liability company (the “General Partner”), an affiliate of Visionary Home Builders of California, Inc., a California nonprofit public benefit corporation (the “Sponsor”), on behalf of La Passeggiata LP, a California limited partnership, or another ownership entity created by the General Partner or by another affiliate of the Sponsor (such limited partnership or other ownership entity, the “Borrower”), has requested that the California Municipal Finance Authority (the “Authority”) undertake a proposed plan of finance that includes the issuance and reissuance from time to time of one or more series of revenue bonds in an outstanding principal amount not to exceed $50,000,000 (the “Bonds”) to finance and refinance the acquisition, construction, development and equipping of a 94-unit qualified residential rental project (the “Project”) to be owned and operated by the Borrower and located at 622 East Lindsay within the City of Stockton, California (the “City”); and Pursuant to section 147(f) of the Internal Revenue Code of 1986 (the “Code”), the issuance of the Bonds by the Authority must be approved by an applicable elected representative of the City because the Project is to be located in an area over which the City has jurisdiction; and
The City Council of the City (the “Council”) is the elected legislative body of the City and is one of the “applicable elected representatives” required to approve the issuance of the Bonds under section 147(f) of the Code; and The Authority has requested that the Council approve the issuance of the Bonds by the Authority in order to satisfy the public approval requirement of section 147(f) of the Code and the requirements of Section 4 of the Joint Exercise of Powers Agreement Relating to the California Municipal Finance Authority, dated as of January 1, 2004 (the “Agreement”), among certain local agencies, including the City; and Pursuant to Section 147(f) of the Code, the Council has, following notice duly given, held a public hearing regarding the issuance of the Bonds, and now desires to approve the issuance of the Bonds by the Authority for purposes of said section 147(f) and said section 4; now, therefore,

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF STOCKTON, AS FOLLOWS:
1928

1. The foregoing recitals are true and correct.

2. The Council hereby approves the issuance of the Bonds by the Authority, including but not limited to Bonds issued as part of a plan to finance the facilities described herein. It is the purpose and intent of the Council that this resolution constitute approval of the issuance of the Bonds by the Authority, for the purposes of (a) section 147(f) of the Code by the applicable elected representative of the governmental unit having jurisdiction over the area in which the Project is to be located, in accordance with said section 147(f) and (b) section 4 of the Agreement.

3. The officers of the City are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they deem necessary or advisable in order to carry out, give effect to and comply with the terms and intent of this Resolution and the financing transaction approved hereby.

4. The City Clerk shall forward a certified copy of this Resolution to:

Ronald E. Lee, Esq.

Jones Hall, APLC
475 Sansome Street, Suite 1700
San Francisco, CA 94111

5. This Resolution shall take effect immediately upon its adoption.

6. The City Manager is hereby authorized to take whatever actions are necessary and appropriate to carry out the purpose and intent of this Resolution.

PASSED, APPROVED, and ADOPTED November 19, 2024 .

KEVIN J. LINCOLN II
Mayor of the City of Stockton
ATTEST:

KATHERINE ROLAND, CMC, CPMC
City Clerk of the City of Stockton
1929
Stockton City Council
November 19, 2024
Agenda Item 16.2

TEFRA PUBLIC HEARING FOR THE

LA PASSEGGIATA APARTMENTS
LOCATED AT 622 E. LINDSAY

STREET, STOCKON CA
Visionary Home Builders of
California, Inc
1930
Background
• California Municipal Finance Authority (CMFA) has requested approval to issue up to $50 million of tax-exempt Revenue Bonds on behalf of Visionary Home Builders of California, Inc., a California nonprofit corporation.
• CMFA is a Joint Powers Authority formed to assist local governments, nonprofit organizations, and businesses with the issuance of both taxable and tax-exempt debt
• Members include Stockton and over 240 municipalities
• Bonds will be used to finance the acquisition, construction, improvement and equipping of the 94-unit rental housing facility for low-income households to be located at 622 E. Lindsay Street, Stockton CA.
1931
TEFRA Hearing
• City Council approval is required by Tax and Equity Fiscal Responsibility Act (TEFRA), Section 147(f) of the Internal Revenue Code • Role of Council is to certify public benefit of project for the purpose of facilitating financing
• The City will incur no debt or liability with the approval of the issuance of the Revenue Bonds
• Public Notice
• The required public notice was published in The Stockton Record on Friday November 8, 2024
1932
• Visionary Home Builders (VHB)
• Founded in 1983, from a small group of farm workers whose sole purpose was to improve the living environment for farm workers. VHB has grown into a prominent leader in the development of quality affordable housing in the Central Valley region
• VHB has built more than 700 single-family homes and developed more than 1,200 units of rental housing
• Public Benefit
• The development is part of the initiative to build on surplus land owned by the State of California (EO N-06-19 issued January 2019) • The project will consist of 94 energy efficient units with LEED Certification • The development will consist of two buildings, 5 and 6 stories high, with a breezeway connecting both buildings
• Construction is expected to begin in 2025
The Project – Public Benefit
1933
Project Site
1934
La Passeggiata Exterior Elevations
1935

1. Approving the issuance of bonds by CMFA in the amount not to exceed $50 million on behalf of Visionary Home
Builders of California, Incorporated, a California nonprofit corporation; and

2. Authorizing the City Manager, or designee, to take actions that are necessary and appropriate to carry out the purpose and intent of the resolution.
1936
City of Stockton
Legislation Text
File #: 24-1143, Version: 1

COUNCIL COMMITTEE/BOARD AND COMMISSION MINUTES

RECOMMENDATION
Information item only. No action required.

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Attachment A 1942
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