Tulare City Council
August 6, 2024

WHEREAS, the “Mello-Roos Community Facilities Act of 1982,” being Chapter

2.5, Part 1, Division 2, Title 5 (beginning with Section 53311) of the Government Code of the State (the “Mello-Roos Act”) is an applicable provision of State law available to, among other things, finance public improvements and public services (“Services”) necessary to meet increased demands placed upon local agencies as a result of development; and
WHEREAS, the Authority also uses SCIP to allow the financing of Fees and Improvements through the levy of special taxes and the issuance of special tax bonds (the “Special Tax Bonds” and, together with the Improvement Bonds, the “Local Obligations”) under the Mello-Roos Act upon the security of the special taxes and to allow the financing of Services through the levy of special taxes under the Mello Roos Act; and WHEREAS, the City desires to allow the owners of property being developed within its jurisdiction (“Participating Developers”) to participate in SCIP and to allow the Authority to conduct proceedings and to form community facilities districts (“CFDs”) and to issue Local Obligations under the Mello-Roos Act, as well as to conduct assessment proceedings to form assessment districts (“Assessment Districts”) under the 1913 Act and to issue Local Obligations under the 1915 Act, to finance Fees levied on such properties and Improvements, provided that such Participating Developers voluntarily agree to participate and consent to the levy of the assessments or special taxes, as applicable; and
WHEREAS, the City desires to allow the Participating Developers to participate in SCIP and to allow the Authority to conduct proceedings and to form CFDs to levy special taxes to finance Services, provided that such Participating Developers voluntarily agree to participate and consent to the levy of such special taxes and that such CFDs are not pooled together with projects in other jurisdictions; and WHEREAS, from time to time when eligible property owners within the jurisdiction of the City elect to be Participating Developers, the Authority will conduct proceedings under the 1913 Act and the Mello-Roos Act and issue Local Obligations under the 1915 Act and the Mello-Roos Act to finance Fees and Improvements and, at the conclusion of such proceedings, will levy assessments or special taxes, as applicable on such property within the territory of the City; and
WHEREAS, both the Authority and the City are “local agencies” under the MelloRoos Act; and WHEREAS, the Mello-Roos Act permits two or more local agencies to enter into a joint community facilities agreement to exercise any power authorized by the Mello-Roos Act; and

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WHEREAS, the City desires to enter into such an agreement with the Authority to authorize the Authority to form CFDs from time to time within the territorial limits of the City to finance Fees, Improvements and Services necessitated by new development; and WHEREAS, there has been presented to this meeting a proposed form of Resolution of Intention to be adopted by the Authority in connection with assessment proceedings (the “ROI”), a copy of which is attached hereto as Exhibit A, and the territory within which assessments may be levied for SCIP (provided that each Participating Developer consents to such assessment) shall be coterminous with the City’s official boundaries of record at the time of adoption of such ROI, and reference is hereby made to such boundaries for the plat or map required to be included in this Resolution pursuant to Section 10104 of the Streets and Highways Code; and
WHEREAS, there has also been presented to this meeting a proposed form of Acquisition Agreement (the “Acquisition Agreement”), a copy of which is attached hereto as Exhibit B, to be approved as to form for use with respect to any Improvements to be constructed and installed by a Participating Developer and for which the Participating Developer requests acquisition financing as part of its SCIP application; and WHEREAS, the City will not be responsible for the conduct of any proceedings; the levy or collection of assessments or special taxes or any required remedial action in the case of delinquencies in such assessment or special tax payments; or the issuance, sale or administration of the Local Obligations or any other bonds issued in connection with SCIP; and
WHEREAS, the Authority periodically issues Local Obligations on behalf of the local agency participants in SCIP to provide financing for the Fees and Improvements; and
WHEREAS, where the Authority determines a project is eligible for a SCIP pooled issuance, the Authority issues revenue bonds pursuant to the Marks-Roos Local Bond Pooling Act of 1985, consisting of Article 4 (commencing with Section 6584) of Chapter 5, Division 7, Title 1 of the California Government Code (the “Marks-Roos Act”) concurrently with the issuance of Local Obligations, the proceeds of which are used to purchase the Local Obligations; and
WHEREAS, pursuant to Government Code Section 6586.5, notice was published at least five days prior to the adoption of this resolution at a public hearing, which was duly conducted by this City Council concerning the significant public benefits of SCIP and the financing of the Improvements and the public capital improvements to be paid for with the proceeds of the Fees.

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NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Tulare, as follows:

Section 1. This resolution shall constitute full “local approval,” under Section 9 of the Joint Powers Agreement, for the issuance of bonds by the Authority in accordance herewith.

Section 2. City hereby consents to the conduct of proceedings by the Authority under the Mello Roos Act to form CFDs with boundaries that shall be coterminous with the City’s official boundaries of record at the time of such proceedings or any portion thereof (the “Proposed Boundaries”), and to authorize a special tax and to issue bonds with respect thereto; provided that the Participating Developers, who shall be the legal owners of such property at the time of formation of the CFD, execute a written consent to the levy of special tax in connection with SCIP by the Authority and execute a ballot in favor of the formation of such CFD and the Mello-Roos Act.

Section 3. The City hereby consents to the conduct of special assessment proceedings by the Authority in connection with SCIP pursuant to the 1913 Act and the issuance of Local Obligations under the 1915 Act on any property within the Proposed Boundaries; provided, that:

Section 4. (1) Such proceedings are conducted pursuant to one or more Resolutions of Intention in substantially the form of the ROI; and Section 5. (2) The Participating Developers, who shall be the legal owners of such property at the time of the formation of the Assessment District, execute a written consent to the levy of assessments in connection with SCIP by the Authority and execute an assessment ballot in favor of such assessment in compliance with the requirements of Section 4 of Article XIIID of the State Constitution.

Section 6. This resolution sets forth the terms of a “joint community facilities agreement” (as defined in Section 53316.2 of the Mello Roos Act) between the City and the Authority. Adoption by the Commission of the Authority of each Resolution of Intention to form a CFD under the Mello-Roos Act to finance City Improvements, City Fees or City Services shall constitute acceptance of the terms hereof by the Authority with respect to such CFD. This Resolution and the Authority’s Resolution of Intention for the respective CFDs shall together embody a separate and independent joint community facilities agreement, or a joint agreement to fund services, for each CFD formed by the Authority (the “Joint Agreement”).

Section 7. The City Council hereby finds and determines that this resolution and the Joint Agreement are beneficial to the residents/customers of the City and are in the best interests of the residents of the City, and of the future residents of the area within the proposed CFDs and Assessment Districts. The City hereby finds and declares that the issuance of revenue bonds by the Authority to purchase Local Obligations in connection with SCIP will provide significant public benefits, including without limitation, savings in effective interest rate, bond preparation, bond underwriting and bond issuance costs, and

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the more efficient delivery of local agency services to residential and commercial development within the City.

Section 8. The Authority has adopted Local Goals and Policies as required by Section 53312.7 of the Mello-Roos Act. The City approves the use of those Local Goals and Policies in connection with the formation of CFDs. The City hereby agrees that the Authority may act in lieu of the City under those Local Goals and Policies in forming and administering the CFDs.

Section 9. The Authority has prepared and will update from time to time the “SCIP Manual of Procedures” (the “Manual”), and the City will handle Fee revenues and funds for Improvements for properties participating in SCIP in accordance with the procedures set forth in the Manual.

Section 10. Pursuant to the Mello-Roos Act and this resolution, the Authority may conduct proceedings under the Mello-Roos Act to form the CFDs and to have such CFDs authorize the financing of (i) any or all of the facilities and Fees set forth on Exhibit C, attached hereto and (ii) any or all the Services set forth on Exhibit D, attached hereto. All of the facilities, whether to be financed directly or through Fees, shall be facilities that have an expected useful life of five years or longer and are facilities that the City or other local public agencies, as the case may be, are authorized by law to construct, own or operate, or to which they may contribute revenue. The appropriate officials and staff of the City are hereby authorized and directed to cooperate with the Authority and the Authority’s special tax consultant and other consultants to calculate the appropriate level of the special tax to fund the Services for each CFD in connection with initial formation and in connection with the annual levy. Exhibit C and Exhibit D may be modified from time to time by written agreement between an authorized representative of the Authority and of the City. The facilities are referred to herein as the “Improvements,” and the Improvements to be owned by the City are referred to as the “City Improvements.” The Fees paid or to be paid to the City are referred to as the “City Fees”. The Services funded are referred to as the “City Services”. The financing of the City Services shall only be authorized for stand-alone development projects and Local Obligations may not be issued to fund Services.

Section 11. For Improvements, Fees or Services to be owned, used or provided by another local agency (a “Third Party Local Agency”), the Authority will separately identify them in its proceedings and will enter into a joint community facilities agreement with such Third Party Local Agency as required by the Mello-Roos Act. Each joint community facilities agreement with each Third Party Local Agency will contain a provision that the Third Party Local Agency will provide indemnification to the City to the same extent that the City provides indemnification to the Third Party Local Agency under the terms of this resolution.

Section 12. The City acknowledges that Improvements and Fees will be funded through a CFD only if they are necessary to meet increased demands placed upon the City as a result of development occurring or expected to occur within the proposed CFD and Services will be funded through a CFD only if they are in addition to those provided

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in the territory of the CFD before the CFD was created and will not supplant existing services. In connection with the formation of each CFD, as may be required by the Authority’s procedures, the City shall certify that such requirements are satisfied in form and substance satisfactory to the Authority.

Section 13. The Authority shall promptly transfer special tax collections for City Services, after payment of its own reasonable administrative costs incurred in the administration of the CFDs, to the City. The Authority will apply the other special tax collections initially as required by the documents under which any Local Obligations are issued; and thereafter, to the extent not provided in the Local Obligations documents, may pay its own reasonable administrative costs. The Authority will remit any special tax revenues from any particular CFD remaining after the final retirement of all related Local Obligations to the City and to the other local agencies in the proportions specified in the Authority’s proceedings. The City will apply any such special tax revenues it receives for authorized City Improvements, City Fees and/or City Services, as applicable, and its own administrative costs only as permitted by respective CFD proceedings and by the MelloRoos Act. The joint community facilities agreements with each Third Party Local Agency must require the Third Party Local Agency to apply the special tax revenues they receive for their authorized Improvements, Fees and/or Services under the CFDs and for their own related administrative costs only as permitted by the Mello-Roos Act.

Section 14. The Authority will administer the CFDs, including employing and paying all consultants, annually levying the special tax and all aspects of paying and administering the Local Obligations, and complying with all State and Federal requirements appertaining to the proceedings, including the requirements of the United States Internal Revenue Code. The City will cooperate fully with the Authority in respect of the requirements of the Internal Revenue Code and to the extent information is required of the City to enable the Authority to perform its disclosure and continuing disclosure obligations with respect to the Local Obligations and any revenue bonds, although the City will not participate in nor be considered to be a participant in the proceedings respecting the CFDs (other than as a party to the agreement embodied by this resolution) nor will the City be or be considered to be an issuer of the Local Obligations nor any revenue bonds. The Authority is required to obtain a provision equivalent to this paragraph in all joint community facilities agreements with each Third Party Local Agency.

Section 15. In the event the Authority completes issuance and sale of Local Obligations, and Local Obligation proceeds become available to finance the Improvements, the Authority shall establish and maintain a special fund for each development project (the “Acquisition and Construction Fund”). The portion of Local Obligation proceeds which is intended to be utilized to finance the Improvements and Fees shall be deposited in the Acquisition and Construction Fund. The Acquisition and Construction Fund will be available both for City Improvements and City Fees and for the Improvements and Fees pertaining to each Third Party Local Agency. Subaccounts shall be created as necessary.

Section 16. As respects the Authority and each Third Party Local Agency, the City agrees to fully administer, and to take full governmental responsibility for, the

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construction or acquisition of the City Improvements and for the administration and expenditure of the City Fees, as applicable, including but not limited to environmental review, approval of plans and specifications, bid requirements, performance and payment bond requirements, insurance requirements, contract and construction administration, staking, inspection, acquisition of necessary property interests in real or personal property, the holding back and administration of retention payments, punch list administration, and the Authority and each Third Party Local Agency shall have no responsibility in that regard. The City reserves the right, as respects each Participating Developer, to require the Participating Developer to contract with the City to assume any portion or all of this responsibility. The Authority is required to obtain provisions equivalent to this paragraph in the joint community facilities agreement with each Third Party Local Agency.

Section 17. The City agrees to indemnify and to hold the Authority, its other members, and its other members’ officers, agents and employees, and each Third Party Local Agency and their officers, agents and employees (collectively, the “Indemnified Parties”) harmless from any and all claims, suits and damages (including costs and reasonable attorneys’ fees) arising out of the design, engineering, construction and installation of the City Improvements and the improvements to be financed or acquired with the City Fees. The City reserves the right, as respects each Participating Developer, to require the Participating Developer to assume by contract with the City any portion or all of this responsibility. The Authority is required to obtain a provision equivalent to this paragraph in all joint community facilities agreements with each Third Party Local Agency naming the City and its officers, agents and employees as Indemnified Parties with respect to each Third Party Local Agency’s respective Improvements and the improvements to be constructed or acquired with each Third Party Local Agency’s Fees.

Section 18. As respects the Authority and each Third Party Local Agency, the City agrees – once the City Improvements are constructed according to the approved plans and specifications, and the City and the Participating Developer have put in place their agreed arrangements for the funding of maintenance of the City Improvements – to accept ownership of the City Improvements, to take maintenance responsibility for the City Improvements, and to indemnify and hold harmless the Indemnified Parties to the extent provided in the preceding paragraph from any and all claims, etc., arising out of the use and maintenance of the City Improvements. The City reserves the right, as respects the Participating Developer, to require the Participating Developer by contract with the City to assume any portion or all of this responsibility. The Authority is required to obtain a provision equivalent to this paragraph in all joint community facilities agreements with each Third Party Local Agency naming the City and its officers, agents, and employees as Indemnified Parties.

Section 19. The City acknowledges the requirement of the Mello-Roos Act that if the City Improvements are not completed prior to the adoption by the Commission of the Authority of the Resolution of Formation of the CFD for each respective development project, the City Improvements must be constructed as if they had been constructed under the direction and supervision, or under the authority of, the City. The City acknowledges that this means all City Improvements must be constructed under contracts that require

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the payment of prevailing wages as required by Section 1720 and following of the Labor Code of the State of California. The Authority makes no representation that this requirement is the only applicable legal requirement in this regard. The City reserves the right, as respects the Participating Developer, to assign appropriate responsibility for compliance with this paragraph to the Participating Developer.

Section 20. The form of the Acquisition Agreement attached hereto as Exhibit B is hereby approved, and the City Manager or such officer’s designee (each, an “Authorized Officer”) is authorized to execute, and deliver to the Participating Developer, the Acquisition Agreement on behalf of the City in substantially that form, with such changes as shall be approved by the Authorized Officer after consultation with the City Attorney and the Authority’s bond counsel, such approval to be conclusively evidenced by the execution and delivery thereof.

Section 21. After completion of the City Improvements and appropriate arrangements for the maintenance of the City Improvements, or any discrete portion thereof as provided in Section 53313.51 of the Mello-Roos Act and in the Acquisition Agreement, to the satisfaction of the City, and in conjunction with the City’s acceptance thereof, acquisition of the City Improvements shall be undertaken as provided in the Acquisition Agreement.

Section 22. The City hereby consents to the formation of the CFDs in accordance with this resolution and consents to the assumption of jurisdiction by the Authority for the proceedings respecting the CFDs with the understanding that the Authority will hereafter take each and every step required for or suitable for consummation of the proceedings, the levy, collection and enforcement of the special tax, and the issuance, sale, delivery and administration of the Local Obligations, all at no cost to the City and without binding or obligating the City’s general fund or taxing authority.

Section 23. The terms of the Agreement embodied by this resolution may be amended by a writing duly authorized, executed and delivered by the City and the Authority, except that no amendment may be made after the issuance of the Local Obligations by the Authority that would be detrimental to the interests of the bondholders without complying with all of the bondholder consent provisions for the amendment of the bond resolutions, bond indentures or like instruments governing the issuance, delivery and administration of all outstanding Local Obligations.

Section 24. Except to the extent of the indemnifications extended to each Third Party Local Agency in the Agreement embodied by this resolution, and the City’s agreement to take responsibility for and ownership of the City Improvements, no person or entity, including the Participating Developer, shall be deemed to be a third party beneficiary of this resolution, and nothing in this resolution (either express or implied) is intended to confer upon any person or entity other than the Authority and the City (and their respective successors and assigns) any rights, remedies, obligations or liabilities under or by reason of this resolution.

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Section 25. The City shall be identified as a third-party beneficiary of all joint community facilities agreements between the Authority and each Third Party Local Agency to the extent of the indemnification provisions and the provisions whereby each Third Party Local Agency agrees to take responsibility for and ownership of their Improvements.

Section 26. The appropriate officials and staff of the City are hereby authorized and directed to make SCIP applications available to all property owners who are subject to Fees for new development within the City and/or who are conditioned to install Improvements and/or whose plans for new development within the City necessitate new or increased levels of Services and to inform such owners of their option to participate in SCIP; provided, that the Authority shall be responsible for providing such applications and related materials at its own expense. The City shall designate appropriate staff who shall be responsible for coordination with the Authority and shall provide the appropriate contact information to the Authority from time to time.

Section 27. The appropriate officials and staff of the City are hereby authorized and directed to execute and deliver such closing certificates, requisitions, agreements and related documents, including but not limited to such documents as may be required by bond counsel in connection with the participation in SCIP of any districts, authorities or other third-party entities entitled to own Improvements and/or to levy and collect Fees on new development to pay for public capital improvements within the jurisdiction of the City, as are reasonably required by the Authority in accordance with the Manual to implement SCIP and to evidence compliance with the requirements of federal and state law in connection with the issuance by the Authority of the Local Obligations and any other bonds for SCIP.

Section 28. This Resolution shall take effect immediately upon its adoption. The City Clerk of the City of Tulare is hereby authorized and directed to transmit a certified copy of this resolution to the Secretary of the Authority. This resolution shall remain in force with respect to any Assessment District and CFD formed until all Local Obligations have been retired and the authority to levy the special tax conferred by any CFD proceedings and to levy the assessment conferred by any assessment proceedings has ended or is otherwise terminated.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Tulare this 6th day of August 2024.

Terry A. Sayre, President of the Council
and Ex-Officio Mayor
ATTEST:

Marc Mondell, City Clerk
By Melissa Hermann, Chief Deputy City Clerk

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EXHIBIT A TO THE RESOLUTION

FORM OF RESOLUTION OF INTENTION

TO BE ADOPTED BY CSCDA
For Assessment Districts Only
RESOLUTION NO. __SCIPRESOLUTION OF INTENTION OF THE CALIFORNIA STATEWIDE COMMUNITIES

DEVELOPMENT AUTHORITY TO FINANCE CAPITAL IMPROVEMENTS AND/OR THE

PAYMENT OF DEVELOPMENT RELATED FEES FOR PUBLIC CAPITAL IMPROVEMENTS IN

THE PROPOSED STATEWIDE COMMUNITY INFRASTRUCTURE PROGRAM ASSESSMENT DISTRICT NO. ___ ([NAME OF PROJECT]) [CITY OF _________], [COUNTY OF _________],

APPROVING A PROPOSED BOUNDARY MAP, MAKING CERTAIN DECLARATIONS,

FINDINGS AND DETERMINATIONS CONCERNING RELATED MATTERS, AND

AUTHORIZING RELATED ACTIONS IN CONNECTION THEREWITH
WHEREAS, under the authority of the Municipal Improvement Act of 1913 (the “1913 Act”), being Division 12 (commencing with Sections 10000 and following) of the California Streets and Highways Code (the “Code”), the Commission (the “Commission”) of the California Statewide Communities Development Authority (the “Authority”) intends to finance, through its Statewide Community Infrastructure Program, the payment of certain development impact fees, capacity fees and/or other development related charges for public improvements (the “Improvement Fees”) and/or to finance certain public capital improvements to be constructed by or on behalf of the property owner(s) and to be acquired by the [City/County of __] or another local agency (the “Improvements”) as described in Exhibit A attached hereto and by this reference incorporated herein, all of which are of benefit to the property within the proposed Statewide Community Infrastructure Program Assessment District No. ___ ([name of project]) [City of __________], [County of __________] (the “Assessment District”);
WHEREAS, the Commission finds that the land specially benefited by the Improvements and/or the Improvement Fees is shown within the boundaries of the map entitled “Proposed Boundaries of California Statewide Communities Development Authority Statewide Community Infrastructure Program Assessment District No. ___ ([name of project]) [City of __________], [County of __________], State of California,” a copy of which map is on file with the Secretary and presented to this Commission meeting, and determines that the land within the exterior boundaries shown on the map shall be designated “Statewide Community Infrastructure Program Assessment District No. ___ ([name of project]) [City of __________], [County of __________], State of California”; WHEREAS, the [City/County of __] is a member of the Authority and has approved the adoption on its behalf of this Resolution of Intention and has consented to the levy of the assessments in the Assessment District;

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NOW, THEREFORE, BE IT RESOLVED that the Commission of the California Statewide Communities Development Authority hereby finds, determines and resolves as follows:

Section 1. The above recitals are true and correct.

Section 2. Pursuant to Section 2961 of the Special Assessment Investigation, Limitation and Majority Protest Act of 1931 (the “1931 Act”), being Division 4 (commencing with Section 2800) of the Code, the Commission hereby declares its intent to comply with the requirements of the 1931 Act by complying with Part 7.5 thereof.

Section 3. The Commission has designated a registered, professional engineer as Engineer of Work for this project, and hereby directs said firm to prepare the report containing the matters required by Sections 2961(b) and 10204 of the Code, as supplemented by Section 4 of Article XIIID of the California Constitution.

Section 4. The proposed boundary map of the Assessment District is hereby approved and adopted. Pursuant to Section 3111 of the Code, the Secretary of the Authority is directed to file a copy of the map in the office of the County Recorder of the [County of __________] within fifteen (15) days of the adoption of this resolution.

Section 5. The Commission determines that the cost of financing the Improvements and/or the payment of the Improvement Fees shall be specially assessed against the lots, pieces or parcels of land within the Assessment District benefiting from the financing of the Improvements and/or the payment of the Improvement Fees. The Commission intends to levy a special assessment upon such lots, pieces or parcels in accordance with the special benefit to be received by each such lot, piece or parcel of land, respectively, from the financing of the Improvements and/or the payment of the Improvement Fees.

Section 6. The Commission intends, pursuant to subparagraph (f) of Section 10204 of the Code, to provide for an annual assessment upon each of the parcels of land in the proposed Assessment District to pay various costs and expenses incurred from time to time by the Authority and not otherwise reimbursed to the Authority which result from the administration and collection of assessment installments or from the administration or registration of the improvement bonds and the various funds and accounts pertaining thereto.

Section 7. Bonds representing unpaid assessments, and bearing interest at a rate not to exceed twelve percent (12%) per annum, will be issued in the manner provided by the Improvement Bond Act of 1915 (Division 10 of the Code), and the last installment of the bonds shall mature not to exceed twenty-nine (29) years from the second day of September next succeeding twelve (12) months from their date.

Section 8. The procedure for the collection of assessments and advance retirement of bonds under the Improvement Bond Act of 1915 shall be as provided in Part 11.1 thereof.

Section 9. Neither the Authority nor any member agency thereof will obligate itself to advance available funds from its or their own funds or otherwise to cure any deficiency which may occur in the bond redemption fund. A determination not to obligate itself shall not prevent the Authority or any such member agency from, in its sole discretion, so advancing funds.

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Section 10. The amount of any surplus remaining in the improvement fund after acquisition of the Improvements and/or payment of Improvement Fees and all other claims shall be distributed in accordance with the provisions of Section 10427.1 of the Code.

Section 11. To the extent any Improvement Fees are paid to the Authority in cash with respect to property within the proposed Assessment District prior to the date of issuance of the bonds, the amounts so paid shall be reimbursed from the proceeds of the bonds to the property owner or developer that made the payment.

PASSED AND ADOPTED by the California Statewide Communities Development Authority this ___ day of ______, 20__.

I, the undersigned, an Authorized Signatory of the California Statewide Communities Development Authority, DO HEREBY CERTIFY that the foregoing resolution was duly adopted by the Commission of the Authority at a duly called meeting of the Commission of the Authority held in accordance with law on _____ __ , 20__.

By
Authorized Signatory
California Statewide Communities
Development Authority

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EXHIBIT A TO THE RESOLUTION OF INTENTION

DESCRIPTION OF WORK
The payment of development impact fees, capacity fees and/or other development related charges levied within the Assessment District and/or public capital improvements to be acquired and owned by the [City/County of __] or another local agency upon or for the benefit of parcels within the Assessment District, for the project known as [Project Name], which are authorized to be financed pursuant to the Municipal Improvement Act of 1913 and as to which the owners of the applicable parcels within the Assessment District have applied for participation in SCIP, as more particularly described below.

PAYMENT OF IMPACT FEES, CAPACITY FEES AND/OR OTHER DEVELOPMENT RELATED CHARGES CAPITAL IMPROVEMENTS*
*Capital improvements includes funding for incidental costs associated with the capital improvements, including but not limited to, contingency, design, engineering, and construction management [End of Form of Resolution of Intention]

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EXHIBIT B TO THE RESOLUTION

FORM OF ACQUISITION AGREEMENT
_____________________

CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY

STATEWIDE COMMUNITY INFRASTRUCTURE PROGRAM

ACQUISITION AGREEMENT

BY AND BETWEEN

CITY OF TULARE
AND
[DEVELOPER]
Dated as of _______, 20__

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ACQUISITION AGREEMENT
Recitals
A. The parties to this Acquisition Agreement (the “Agreement”) are the CITY OF TULARE, (the “Local Agency”), and [DEVELOPER], a [indicate type of legal entity] (the “Developer”).

B. The effective date of this Agreement is ________, 20__.

C. The Developer has applied for the financing of, among other things, certain public capital improvements to be owned by the Local Agency (collectively, the “Acquisition Improvements”) through the California Statewide Communities Development Authority (the “Authority”) and its Statewide Community Infrastructure Program (“SCIP”). [For CFDS:][The Acquisition Improvements are to be owned and operated by the Local Agency, and the financing is to be accomplished through a community facilities district which will be administered by the Authority under and pursuant to the Mello-Roos Community Facilities Act of 1982 – California Government Code Sections 53311 and following (the “Act”).

On [__________], 20[_], the Local Agency entered into a Joint Community Facilities Agreement authorizing the Authority to form a community facilities district (the “District”) within the territorial limits of the Local Agency to finance, among other things, the Acquisition Improvements. On [__________], 20[_], the Authority formed the District and, on the same date, a landowner election was conducted in which all of the votes were cast unanimously in favor of conferring the District authority on the Authority Commission.] [For Assessment Districts:][The Acquisition Improvements are to be owned and operated by the Local Agency, and the financing is to be accomplished through an assessment district (the “District”) which will be administered by the Authority under and pursuant to Municipal Improvement Act of 1913 (Streets and Highways Code Sections 10000 and following) (the “1913 Act”) and the issuance of improvement bonds (the “Local Obligations”) under the Improvement Bond Act of 1915 (Streets and Highways Code Sections 8500 and following) (the “1915 Act” and, together with the “1913 Act” the “Act”).]
D. The administration, payment and reimbursement of the capital facilities fees is agreed to be governed by the provisions of the SCIP Manual of Procedures as it may be amended from time to time.

The administration, payment and reimbursement of the Acquisition Improvements shall be as provided herein.

E. Under SCIP, the Authority intends to levy [assessments] [special taxes] and issue bonds, in one or more series, to fund, among other things, all or a portion of the costs of the Acquisition Improvements. The portion of the proceeds of the [special taxes and] bonds allocable to the cost of the Acquisition Improvements, together with interest earned thereon, is referred to herein as the “Available Amount”.

F. The Authority will provide financing for the acquisition by the Local Agency of the Acquisition Improvements and the payment of the Acquisition Price (as defined herein) of the Acquisition Improvements from the Available Amount. Attached hereto as Exhibit A is a description of the Acquisition

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Improvements, which includes authorized discrete and usable portions, if any, of the public capital improvements, [pursuant to Section 53313.51 of the Act,] to be acquired from the Developer.

G. The parties anticipate that, upon completion of the Acquisition Improvements and subject to the terms and conditions of this Agreement, the Local Agency will acquire such completed Acquisition Improvements with the Available Amount.

H. Any and all monetary obligations of the Local Agency arising out of this Agreement are the special and limited obligations of the Local Agency payable only from the Available Amount, and no other funds whatsoever of the Local Agency shall be obligated therefor.

I. Attached to this Agreement are Exhibit A (Acquisition Improvements and the Eligible Portions thereof) and Exhibit B (Form of Requisition), which are incorporated into this Agreement for all purposes.

In consideration of Recitals A through I, inclusive, and the mutual covenants, undertakings and obligations set forth below, the Local Agency and the Developer agree as stated below.

Agreement

ARTICLE I
DEFINITIONS; DISTRICT FORMATION AND

FINANCING PLAN
Section I.01. Definitions. As used herein, the following capitalized terms shall have the meanings ascribed to them below:
“Acceptable Title” means free and clear of all monetary liens, encumbrances, assessments, whether any such item is recorded or unrecorded, and taxes, except those items which are reasonably determined by the Local Agency Engineer not to interfere with the intended use and therefore are not required to be cleared from the title.
“Acquisition and Construction Fund” means the “City of Tulare Acquisition and Construction Fund” established by the Authority pursuant to Section 1.03 hereof for the purpose of paying the Acquisition Price of the Acquisition Improvements and which fund may be held as a subaccount within a fund established under the Authority Trust Agreement and may be commingled with acquisition and construction fund monies available for other public capital improvements. “Acquisition Improvement” shall have the meaning assigned to such term in the recitals and are further described in Exhibit A.
“Acquisition Price” means the total amount eligible to be paid to the Developer upon acquisition of an Acquisition Improvement as provided in Section 2.03 not to exceed the Actual Cost of the Acquisition

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Improvement.
“Act” has the meaning ascribed thereto in Recital C.
“Actual Cost” means the total cost of an Acquisition Improvement, as documented by the Developer to the satisfaction of the Local Agency and as certified by the Local Agency Engineer in an Actual Cost Certificate including, without limitation, (a) the Developer’s cost of constructing such Acquisition Improvement including grading, labor, material and equipment costs, (b) the Developer’s cost of designing and engineering the Acquisition Improvement, preparing the plans and specifications and bid documents for such Acquisition Improvement, and the costs of inspection, materials testing and construction staking for such Acquisition Improvement, (c) the Developer’s cost of any performance, payment and maintenance bonds and insurance, including title insurance, required hereby for such Acquisition Improvement, (d) the Developer’s cost of any real property or interest therein that is either necessary for the construction of such Acquisition Improvement (e.g., temporary construction easements, haul roads, etc.), or is required to be conveyed with such Acquisition Improvement in order to convey Acceptable Title thereto to the Local Agency or its designee, (e) the Developer’s cost of environmental evaluation or mitigation required for such Acquisition Improvement, (f) the amount of any fees actually paid by the Developer to governmental agencies in order to obtain permits, licenses or other necessary governmental approvals and reviews for such Acquisition Improvement, (g) the Developer’s cost for construction and project management, administration and supervision services for such Acquisition Improvement, (h) the Developer’s cost for professional services related to such Acquisition Improvement, including engineering, accounting, legal, financial, appraisal and similar professional services, and (i) the costs of construction financing incurred by the Developer with respect to such Acquisition Improvement. “Actual Cost Certificate” means a certificate prepared by the Developer detailing the Actual Cost of an Acquisition Improvement, or an Eligible Portion thereof, to be acquired hereunder, as may be revised by the Local Agency Engineer pursuant to Section 2.03.
“Agreement” means this Acquisition Agreement, dated as of [_______________], 20[_]. “Authority” means the California Statewide Communities Development Authority. “Authority Trust Agreement” means a Trust Agreement entered into by the Authority and an Authority Trustee in connection with the issuance of bonds. “Authority Trustee” means the financial institution identified as trustee in an Authority Trust Agreement.
“Available Amount” shall have the meaning assigned to the term in Recital E. “Bonds” means bonds or other indebtedness issued by the Authority as tax-exempt or taxable bonds or other indebtedness, in one or more series, that is to be repaid by the District. “Code” means the Streets and Highways Code or the Government Code of the State of California,

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as applicable.
“Developer” means [Developer], its successors and assigns. “Disbursement Request Form” means a requisition for payment of funds from the Acquisition and Construction Fund for an Acquisition Improvement, or an Eligible Portion thereof in substantially the form contained in Exhibit B hereto.
“District” shall have the meaning assigned to the term in Recital C. “Eligible Portion” shall have the meaning ascribed to it in Section 2.03 below. “Installment Payment” means an amount equal to ninety percent (90%) of the Actual Cost of an Eligible Portion.
“Local Agency” means the City of Tulare.
“Local Agency Engineer” means the Engineer of the Local Agency or his/her designee who will be responsible for administering the acquisition of the Acquisition Improvements hereunder. “Project” means the Developer’s development of the property in the District, including the design and construction of the Acquisition Improvements and the other public and private improvements to be constructed by the Developer within the District.
[“Special Taxes” means annual special taxes, and prepayments thereof, authorized by the District to be levied by the Commission of the Authority.]
“Title Documents” means, for each Acquisition Improvement acquired hereunder, a grant deed or similar instrument necessary to transfer title to any real property or interests therein (including easements), or an irrevocable offer of dedication of such real property with interests therein necessary to the operation, maintenance, rehabilitation and improvement by the Local Agency of the Acquisition Improvement (including, if necessary, easements for ingress and egress) and a bill of sale or similar instrument evidencing transfer of title to the Acquisition Improvement (other than said real property interests) to the Local Agency, where applicable.

Section I.02. Participation in SCIP. The Local Agency has adopted a resolution authorizing the Authority to accept applications from time to time of developers within the Local Agency’s jurisdictional boundaries. Developer has applied for financing through SCIP of the Acquisition Improvements, and such application has been approved by the Local Agency. [For CFDs:][The terms of a joint community facilities agreement identifying the Acquisition Improvements and the terms and conditions for the District were embodied within the Local Agency Resolution and were accepted by the Authority with respect to the District.] Developer and Local Agency agree that until and unless such financing is completed by the Authority and the Available Amount is deposited in the Acquisition and Construction Fund (as defined in Section 1.03 below), neither the Developer nor the Local Agency shall

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have any obligations under this Agreement. Developer agrees to cooperate with the Local Agency and the Authority in the completion of SCIP financing for the Acquisition Improvements.

Section I.03. Deposit and Use of Available Amount.
(a) Upon completion of the SCIP financing, the Available Amount will be deposited by the Authority in the Acquisition and Construction Fund. (b) The Authority will cause the Authority Trustee to establish and maintain an account (the “Acquisition and Construction Fund”) for the purpose of holding all funds for the Acquisition Improvements. All earnings on amounts in the Acquisition and Construction Fund shall remain in the Acquisition and Construction Fund for use as provided herein and pursuant to the Authority Trust Agreement. Money in the Acquisition and Construction Fund shall be available to respond to delivery of a Disbursement Request Form and to be paid to the Developer or its designee to pay the Acquisition Price of the Acquisition Improvements, as specified in Article II hereof. Upon completion of all of the Acquisition Improvements and the payment of all costs thereof, any remaining funds in the Acquisition and Construction Fund (less any amount determined by the Local Agency as necessary to reserve for claims against the account) (i) shall be applied to pay the costs of any additional Acquisition Improvements eligible for acquisition with respect to the Project as approved by the Authority and, to the extent not so used, (ii) shall be applied by the Authority [to call Bonds or to reduce Special Taxes as the Authority shall determine][as provided in Section 10427.1 of the Code to pay a portion of the assessments levied on the Project property in the District].

Section I.04. No Local Agency Liability; Local Agency Discretion; No Effect on Other Agreements. In no event shall any actual or alleged act by the Local Agency or any actual or alleged omission or failure to act by the Local Agency with respect to SCIP subject the Local Agency to monetary liability therefor. Further, nothing in this Agreement shall be construed as affecting the Developer’s or the Local Agency’s duty to perform their respective obligations under any other agreements, public improvement standards, land use regulations or subdivision requirements related to the Project, which obligations are and shall remain independent of the Developer’s and the Local Agency’s rights and obligations under this Agreement.

ARTICLE II

DESIGN, CONSTRUCTION AND ACQUISITION OF ACQUISITION IMPROVEMENTS Section II.01. Letting and Administering Design Contracts. The parties presently anticipate that the Developer has awarded and administered or will award and administer engineering design contracts for the Acquisition Improvements to be acquired from Developer. All eligible expenditures of the Developer for design engineering and related costs in connection with the Acquisition Improvements (whether as an advance to the Local Agency or directly to the design consultant) shall be reimbursed at the time of acquisition of such Acquisition Improvements. The Developer shall be entitled to reimbursement for any design costs of the Acquisition Improvements only out of the Acquisition Price as provided in Section 2.03 and shall not be entitled to any payment for design costs independent of or prior to the acquisition of Acquisition Improvements.

Section II.02. Letting and Administration of Construction Contracts; Indemnification.

State law requires that all Acquisition Improvements not completed prior to the formation of the District

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shall be constructed as if they were constructed under the direction and supervision, or under the authority, of the Local Agency. In order to assure compliance with those provisions, except for any contracts entered into prior to the date hereof, Developer agrees to comply with any applicable requirements of the Local Agency with respect to the bidding and contracting for the construction of the Acquisition Improvements. The Developer agrees that all the contracts shall call for payment of prevailing wages as required by the Labor Code of the State of California. The Developer’s indemnification obligation set forth in Section 3.01 of this Agreement shall also apply to any alleged failure to comply with the requirements of this Section, and/or applicable State laws regarding public contracting and prevailing wages.

Section II.03. Sale of Acquisition Improvements. The Developer agrees to sell to the Local Agency each Acquisition Improvement to be constructed by Developer (including any rights-of-way or other easements necessary for the Acquisition Improvements, to the extent not already publicly owned), when the Acquisition Improvement has been constructed and is complete to the satisfaction of the Local Agency for an amount not to exceed the lesser of (i) the Available Amount or (ii) the Actual Cost of the Acquisition Improvement. Exhibit A, attached hereto and incorporated herein, contains a list of the Acquisition Improvements. Portions of an Acquisition Improvement eligible for Installment Payments prior to completion of the entire Acquisition Improvement are described as eligible, discrete and usable portions in Exhibit A (each, an “Eligible Portion”). At the time of completion of each Acquisition Improvement, or Eligible Portion thereof, the Developer shall deliver to the Local Agency Engineer a written request for acquisition, accompanied by an Actual Cost Certificate, and by executed Title Documents for the transfer of the Acquisition Improvement where necessary. In the event that the Local Agency Engineer finds that the supporting paperwork submitted by the Developer fails to demonstrate the required relationship between the subject Actual Cost and eligible work, the Local Agency Engineer shall advise the Developer that the determination of the Actual Cost (or the ineligible portion thereof) has been disallowed and shall request further documentation from the Developer. If the further documentation is still not adequate, the Local Agency Engineer may revise the Actual Cost Certificate to delete any disallowed items and the determination shall be final and conclusive.

Certain soft costs for the Acquisition Improvements, such as civil engineering, may have been incurred pursuant to single contracts that include work relating also to the private portions of the Project.

In those instances, the total costs under such contracts will be allocated to each Acquisition Improvement as approved by the Local Agency Engineer. Where a specific contract has been awarded for design or engineering work relating solely to an Acquisition Improvement, one hundred percent (100%) of the costs under the contract will be allocated to that Acquisition Improvement. Amounts allocated to an Acquisition Improvement will be further allocated among the Eligible Portions of that Acquisition Improvement, if any, in the same proportion as the amount to be reimbursed for hard costs for each Eligible Portion bears to the amount to be reimbursed for hard costs for the entire Acquisition Improvement. Costs will be allocated to each Acquisition Improvement as approved by the Local Agency Engineer. The costs of certain environmental mitigation required to mitigate impacts of the public and private portions of the Project will be allocated to each Acquisition Improvement as approved by the Local Agency Engineer.

In the event that the Actual Cost is in excess of the Available Amount, the Local Agency shall withdraw the Available Amount from the Acquisition and Construction Fund and transfer said amount to the Developer. In the event that the Actual Cost is less than the Available Amount, the Local Agency shall withdraw an amount from the Acquisition and Construction Fund equal to the Actual Cost, and shall

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transfer said amount to the Developer. Any amounts then remaining in the Acquisition and Construction Fund shall be applied as provided in Section 1.03.

In no event shall the Local Agency be required to pay the Developer more than the amount on deposit in the Acquisition and Construction Fund at the time such payment is requested.

Section II.04. Conditions Precedent to Payment of Acquisition Price. Payment to the Developer or its designee of the Acquisition Price for an Acquisition Improvement from the Acquisition and Construction Fund shall in every case be conditioned first upon the determination of the Local Agency Engineer, pursuant to Section 2.03, that the Acquisition Improvement satisfies all Local Agency regulations and ordinances and is otherwise complete and ready for acceptance by the Local Agency, and shall be further conditioned upon satisfaction of the following additional conditions precedent:
(a) The Developer shall have provided the Local Agency with lien releases or other similar documentation satisfactory to the Local Agency Engineer as evidence that none of the property (including any rights-of-way or other easements necessary for the operation and maintenance of the Acquisition Improvement, to the extent not already publicly owned) comprising the Acquisition Improvement, and the property which is subject to the [assessments/Special Taxes] of the District, is not subject to any prospective mechanics lien claim respecting the Acquisition Improvements. (b) All due and payable property taxes, and installments of [assessments/Special Taxes] shall be current on property owned by the Developer or under option to the Developer that is subject to the lien of the District.
(c) The Developer shall certify that it is not in default with respect to any loan secured by any interest in the Project.
(d) The Developer shall have provided the Local Agency with Title Documents needed to provide the Local Agency with title to the site, right-of-way, or easement upon which the subject Acquisition Improvements are situated. All such Title Documents shall be in a form acceptable to the Local Agency (or applicable governmental agency) and shall convey Acceptable Title. The Developer shall provide a policy of title insurance as of the date of transfer in a form acceptable to the Local Agency Engineer insuring the Local Agency as to the interests acquired in connection with the acquisition of any interest for which such a policy of title insurance is not required by another agreement between the Local Agency and the Developer. Each title insurance policy required hereunder shall be in the amount equal to or greater than the Acquisition Price.

Section II.05. SCIP Requisition. Upon a determination by the Local Agency Engineer to pay the Acquisition Price of the Acquisition Improvements pursuant to Section 2.04, the Local Agency Engineer shall cause a SCIP Requisition to be submitted to the Program Administrator. The Program Administrator will review the SCIP Requisition and forward it with instructions to the Authority Trustee and the Authority Trustee shall make payment directly to the Developer of such amount pursuant to the Authority Trust Agreement. The Local Agency and the Developer acknowledge and agree that the Authority Trustee shall make payment strictly in accordance with the SCIP Requisition and shall not be required to determine whether or not the Acquisition Improvements have been completed or what the Actual Costs may be with respect to such Acquisition Improvements. The Authority Trustee shall be entitled to rely on the SCIP Requisition on its face without any further duty of investigation.

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ARTICLE III

MISCELLANEOUS
Section III.01. Indemnification and Hold Harmless. The Developer hereby assumes the defense of, and indemnifies and saves harmless the Local Agency, the Authority, and each of its respective officers, directors, employees and agents, from and against all actions, damages, claims, losses or expenses of every type and description to which they may be subjected or put, by reason of, or resulting from or alleged to have resulted from the acts or omissions of the Developer or its agents and employees in the performance of this Agreement, or arising out of any contract for the design, engineering and construction of the Acquisition Improvements or arising out of any alleged misstatements of fact or alleged omission of a material fact made by the Developer, its officers, directors, employees or agents to the Authority's underwriter, financial advisor, appraiser, district engineer or bond counsel or regarding the Developer, its proposed developments, its property ownership and its contractual arrangements contained in the official statement relating to the SCIP financing (provided that the Developer shall have been furnished a copy of such official statement and shall not have objected thereto); and provided, further, that nothing in this Section 3.01 shall limit in any manner the Local Agency’s rights against any of the Developer’s architects, engineers, contractors or other consultants. Except as set forth in this Section

3.01, no provision of this Agreement shall in any way limit the extent of the responsibility of the Developer for payment of damages resulting from the operations of the Developer, its agents and employees.

Nothing in this Section 3.01 shall be understood or construed to mean that the Developer agrees to indemnify the Local Agency, the Authority or any of its respective officers, directors, employees or agents, for any negligent or wrongful acts or omissions to act of the Local Agency, Authority, its officers, employees, agents or any consultants or contractors.

Section III.02. Audit. The Local Agency shall have the right, during normal business hours and upon the giving of ten days’ written notice to the Developer, to review all books and records of the Developer pertaining to costs and expenses incurred by the Developer (for which the Developer seeks reimbursement) in constructing the Acquisition Improvements.

Section III.03. Cooperation. The Local Agency and the Developer agree to cooperate with respect to the completion of the SCIP financing for the Acquisition Improvements. The Local Agency and the Developer agree to meet in good faith to resolve any differences on future matters which are not specifically covered by this Agreement.

Section III.04. General Standard of Reasonableness. Any provision of this Agreement which requires the consent, approval or acceptance of either party hereto or any of their respective employees, officers or agents shall be deemed to require that such consent, approval or acceptance not be unreasonably withheld or delayed, unless such provision expressly incorporates a different standard.

The foregoing provision shall not apply to provisions in the Agreement which provide for decisions to be in the sole discretion of the party making the decision.

Section III.05. Third Party Beneficiaries. The Authority and its officers, employees, agents or any consultants or contractors are expressly deemed third party beneficiaries of this Agreement with respect to the provisions of Section 3.01. It is expressly agreed that, except for the Authority with respect to the provisions of Section 3.01, there are no third party beneficiaries of this Agreement, including without limitation any owners of bonds, any of the Local Agency’s or the Developer’s contractors

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for the Acquisition Improvements and any of the Local Agency’s, the Authority's or the Developer’s agents and employees.

Section III.06. Conflict with Other Agreements. Nothing contained herein shall be construed as releasing the Developer or the Local Agency from any condition of development or requirement imposed by any other agreement between the Local Agency and the Developer, and, in the event of a conflicting provision, such other agreement shall prevail unless such conflicting provision is specifically waived or modified in writing by the Local Agency and the Developer.

Section III.07. Notices. All invoices for payment, reports, other communication and notices relating to this Agreement shall be delivered (via mail or electronic mail) to:

If to the Local Agency:

City of Tulare
[Address to come]
[Email to come]
If to the Developer:
[Developer]
[Address to come]
[Email to come]
Either party may change its address by giving notice in writing to the other party.

Section III.08. Severability. If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible.

Section III.09. Governing Law. This Agreement and any dispute arising hereunder shall be governed by and interpreted in accordance with the laws of the State of California.

Section III.10. Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party’s right to insist and demand strict compliance by the other party with the terms of this Agreement.

Section III.11. Singular and Plural; Gender. As used herein, the singular of any word includes the plural, and terms in the masculine gender shall include the feminine.

Section III.12. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.

Section III.13. Successors and Assigns. This Agreement is binding upon the heirs, assigns and successors-in-interest of the parties hereto. The Developer may not assign its rights or obligations hereunder, except to successors-in-interest to the property within the District, without the prior written consent of the Local Agency.

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Section III.14. Remedies in General. It is acknowledged by the parties that the Local Agency would not have entered into this Agreement if it were to be liable in damages under or with respect to this Agreement or the application thereof, other than for the payment to the Developer of any (i) moneys owing to the Developer hereunder, or (ii) moneys paid by the Developer pursuant to the provisions hereof which are misappropriated or improperly obtained, withheld or applied by the Local Agency.

In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this Agreement, except that the Local Agency shall not be liable in damages to the Developer, or to any assignee or transferee of the Developer other than for the payments to the Developer specified in the preceding paragraph. Subject to the foregoing, the Developer covenants not to sue for or claim any damages for any alleged breach of, or dispute which arises out of, this Agreement. [The remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year written above.

CITY OF TULARE
By:

Authorized Officer
[DEVELOPER],
a [here indicate type of legal entity]
By:

Signature
Print Name

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Exhibit A to the Acquisition Agreement

DESCRIPTION OF ACQUISITION IMPROVEMENTS AND BUDGETED AMOUNTS [To be completed based on Final Engineer’s Report/developer’s budget and cash flows] Funding includes amounts for incidental costs associated with the capital improvements, including, but not limited to, contingency, design, engineering, and construction management.

ACQUISITION IMPROVEMENTS TOTAL AMOUNT*
[_] .............................................................................................................. $[_] [_] .............................................................................................................. $[_] * Estimated. Acquisition Price will be determined based on Actual Cost as further described in this Acquisition Agreement.

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Exhibit B to the Acquisition Agreement

FORM OF SCIP REQUISITION
To: BLX Group LLC
SCIP Program Administrator
355 South Grand Avenue, Suite 2700
Los Angeles, California 90071
Attention: Vo Nguyen
Fax: 213-612-2499
Re: Statewide Community Infrastructure Program
The undersigned, a duly authorized officer of the CITY OF TULARE hereby requests a withdrawal from the [DEVELOPER] ACQUISITION AND CONSTRUCTION FUND, as follows:

Request Date: [Insert Date of Request]
Name of Developer: [Developer]
Withdrawal Amount: [Insert Acquisition Price]
Acquisition Improvements: [Insert Description of Acquisition Improvement(s) from Ex. A] Payment Instructions: [Insert Wire Instructions or Payment Address for Developer] The undersigned hereby certifies as follows:

1. The Withdrawal is being made in accordance with a permitted use of such monies pursuant to the Acquisition Agreement, and the Withdrawal is not being made for the purpose of reinvestment.

2. None of the items for which payment is requested have been reimbursed previously from other sources of funds.

3. If the Withdrawal Amount is greater than the funds held in the Acquisition and Construction Fund, the SCIP Program Administrator is authorized to amend the amount requested to be equal to the amount of such funds.

CITY OF TULARE
By:

Title:

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EXHIBIT C TO THE RESOLUTION

ELIGIBLE FACILITIES AND FEES
Eligible facilities and fees that may be financed by a CFD formed by CSCDA through SCIP include all improvements and fees authorized under the Mello-Roos Act, including but not limited to the following:

Transportation Improvements
Eligible roadway improvements include, but are not limited to: acquisition of land and easements; roadway design; project management; bridge crossings and culverts; clearing, grubbing, and demolition; grading, soil import/export, paving (including slurry seal), and decorative/enhanced pavement concrete and/or pavers; joint trenches, underground utilities and undergrounding of existing utilities; dry utilities and appurtenances; curbs, gutters, sidewalks, bike trails (including onsite and off-site), enhanced fencing, and access ramps; street lights, signalization, and traffic signal control systems; bus turnouts; signs and striping; erosion control; median and parkway landscaping and irrigation; entry monumentation; bus shelters, bus and transit improvements including transfer stations and regional public transit improvements; masonry walls; traffic control and agency fees; and other improvements related thereto.

Eligible improvements for the roads listed herein also include any and all necessary underground potable and recycled water, sanitary sewer, and storm drainage system improvements.

Water System Improvements
Authorized facilities include any and all water facilities designed to meet the needs of development within the CFD. These facilities include, but may not be limited to: water storage, treatment and distribution facilities including waterlines and appurtenances, gate valves, pressure reducing stations, flow meters, fire hydrants, and other improvements related thereto such as site clearing, grading and paving; curbs and gutters; booster pump stations & power; stand-by generators; site lighting, drainage, sanitary sewer, and water service; landscaping and irrigation; access gates, and fencing; and striping and signage.

Recycled Water System Improvements
Authorized facilities include any and all recycled water system facilities designed to meet the needs of development within the CFD. These facilities include, but may not be limited to: treatment and distribution facilities including pipelines and appurtenances, gate valves, flow meters, booster pump pressurization system, and other improvements related thereto - such as site clearing, grading and paving; curbs and gutters; booster pump stations; stand-by generators; site lighting, drainage, sanitary sewer, and water service; landscaping and irrigation; access gates, and fencing; and striping and signage.

Drainage System Improvements
Authorized facilities include any and all drainage and storm drain improvements designed to meet the needs of development within the CFD. These facilities include, but may not be limited to: excavation and grading, pipelines and appurtenances, outfalls and water quality measures, detention/retention basins, drainage pretreatment facilities, drainage ways/channels, pump stations, landscaping and irrigation; access roads, gates, and fencing; and striping and signage and other improvements related thereto.

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Wastewater System Improvements
Authorized facilities include any and all wastewater facilities designed to meet the needs of development within the CFD. These facilities include, but may not be limited to, pipelines and all appurtenances thereto; manholes; tie-in to existing main lines; force mains; lift stations; upgrades to existing lift stations; odor-control facilities; and permitting related thereto; and related sewer system improvements.

Park, Parkway and Open Space Improvements
Authorized facilities include any and all improvements to parks, parkways and open space required for development within the CFD. These facilities include, but may not be limited to: grading, turf, shrubs and trees, landscaping irrigation, site lighting, drainage, sanitary sewer and water service, pedestrian and bicycle trails, protective fencing (including soundwalls), pedestrian/bicycle bridges, storm drain crossings, wetland mitigation, hawk mitigation for authorized facilities herein, access gates and fencing and related open space improvements. Authorized facilities include acquisition of any and all parkland as well as open space/bike trail/public access easements required for development within the CFD.

Electrical System Improvements
Authorized facilities include any and all electrical supply and distribution facilities designed to meet the needs of development within the CFD. These facilities include, but may not be limited to: design, distribution lines, vaults, conduit, trenching, transformers and installation of cabling.

School and Educational Facilities
Authorized facilities include classroom renovation, updates to school safety and security systems, technology improvements, energy efficiency improvements, school modernization and retrofitting, and new classroom and school construction as required for development within the CFD.

Other Public Improvements
Authorized facilities include any and all public facilities and infrastructure designed to meet the needs of development within the CFD. These facilities include, but may not be limited to: community center facilities, library facilities, police facilities, fire suppression and response facilities, other public safety facilities, corporation yards, municipal service centers, public parking garages, and other public buildings.

Fees and Charges
Authorized facilities include the direct funding of any of the above referenced facility types for which the Local Agency collects a development impact fee, capacity charge, fair share contribution, or other development-related fee.

Other Incidental Expenses and Bond Issuance Costs
In addition to the above facilities, other incidental expenses as authorized by the Mello-Roos Community Facilities Act of 1982, including, but not limited to, the cost of planning and designing the

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facilities (including the cost of environmental evaluation, remediation and mitigation); engineering and surveying; construction staking; utility relocation and demolition costs incidental to the construction of the public facilities; costs of project/construction management; costs (including the costs of legal services) associated with the formation of the CFD; issuance of bonds (if any); determination of the amount of taxes; collection of taxes; payment of taxes; costs of calculating and providing reimbursements from onetime special tax payments; or costs otherwise incurred in order to carry out the authorized purposes of the CFD; and any other expenses incidental to the formation and implementation of the CFD and to the construction, completion, inspection and acquisition of the authorized facilities.

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EXHIBIT D TO THE RESOLUTION

ELIGIBLE SERVICES
Services to be funded, in whole or in part, by any CFD formed by the Authority for City Services shall include all direct and incidental costs related to providing for the funding of public safety services, including, but not limited to, police and fire safety, emergency response, and similar services, as well as the funding of services for the maintenance of public improvements. The CFDs may fund services relating to obtaining, constructing, furnishing, operating and maintaining equipment, apparatus or facilities related to providing the services and/or equipment, apparatus, facilities or fixtures in areas to be maintained, paying the salaries and benefits of personnel necessary or convenient to provide the services, payment of insurance costs and other related expenses and the provision of reserves for repairs and replacements and for the future provisions of services. The Services may be provided by the City directly with its own employees or by contract with third parties, or any combination thereof.

Services to be financed by a CFD shall be limited to Services that are in addition to those provided in the territory of the CFD prior to the date of creation of the CFD and shall not supplant services already available within that territory when the CFD is created.

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CERTIFICATION OF RESOLUTION
I, the undersigned, the duly appointed and qualified City Clerk of the City of Tulare, do hereby certify that the foregoing Resolution No. ___________ was duly adopted at a regular meeting of the City Council of the City of Tulare duly and regularly held at the regular meeting place thereof on the _______ day of __________, 20__, of which meeting all of the members of said City Council had due notice and at which a majority thereof were present.

An agenda of said meeting was posted at least 72 hours before said meeting at _____________________, a location freely accessible to members of the public, and a brief description of said resolution appeared on said agenda.

Notice of public was published in [name of newspaper] at least 5 days prior to the hearing.

I have carefully compared the foregoing with the original minutes of said meeting on file and of record in my office, and the foregoing is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes.

Said resolution has not been amended, modified or rescinded since the date of its adoption and the same is now in full force and effect.

Dated: _______________, 20__
_________________________________
Clerk of the City of Tulare
By: ______________________________

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Staff Report
Meeting: City Council
Date: August 6, 2024
Department: Finance
Submitted by: Mark Roberts, Chief Financial Officer
Agenda Title: Placing Public Improvement Loans on Tax Roll

RECOMMENDED ACTION
Adopt a resolution placing costs associated with connection of existing improved properties to the City’s water and/or wastewater systems, and/or the construction of sidewalks, gutters, pavement, driveways, and curbs on existing improved properties within the City on property tax rolls in installments.

SUMMARY
In 1997, the Board of Public Utilities Commissioners and the City Council approved resolutions authorizing the adoption of the provisions of Streets and Highways Code Section 5870 et.

Seq., under the 1911 Act. These provisions provide for the financing of certain public works related costs and declaring the repayment of the same to be assessed against property owners and placed on the property tax rolls.

The City has entered into 14 agreements with various property owners to construct and finance connections, primarily to City sewer services, and place those costs on property tax rolls in installments. Prior to sending the assessments to the County of Tulare, a public hearing is required to allow anyone objecting and wanting to address the City Council.

FISCAL IMPACT & FUNDING SOURCE(S)
There is no fiscal impact to the current FY 2025 budget.

LEGAL REVIEW
This item does not require legal review.

ALTERNATIVE ACTION

1. Approve with changes

2. Deny

3. Table

ATTACHMENTS

1. Resolution

2. Exhibit A – Public Works Improvement Loan Repayments Reviewed/Approved: JM
Item #: 11.2
Public Hearing

11.2 Public Hearing Page 1
RESOLUTION 2024-XX

A RESOLUTION OF THE COUNCIL OF THE CITY OF TULARE
CONFIRMING THE REPORT AND ASSESSMENT LIST FOR 1911 ACT COSTS OF

UTILITY CONNECTIONS AND/OR CURB, GUTTER, PAVEMENT, SIDEWALK, AND

DRIVEWAY CONSTRUCTION
WHEREAS, Resolution 97-4314, dated May 6, 1997, of the City Council of the City of Tulare, authorized the adoption of the provisions of Streets & Highways Code Sections 5870 et seq., under the 1911 Act, for the purpose of financing certain costs and declaring the repayment of same to be assessed against property owners and placed on the property tax rolls; and
WHEREAS, after public hearings, the Council did approve said work and order the costs be assessed and collected on the property tax rolls; and WHEREAS, a public hearing was held before the City Council of the City of Tulare on August 6th, 2024, pertaining to the report and assessment list for these costs; and WHEREAS, said assessment list has been reviewed by the City Council and public comment considered.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Tulare that the report and assessment list for recovering costs of improvements and/or utility connections, attached hereto as Exhibit "A" and incorporated herein by this reference, is hereby confirmed, and City staff is directed to place same on the Tulare County tax assessment rolls.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Tulare this 6th day of August 2024.

Terry A. Sayre, President of the Council
and Ex-Officio Mayor
ATTEST:

Marc Mondell, City Clerk
By Melissa Hermann, Chief Deputy City Clerk

11.2 Public Hearing Page 2 ATTACHMENT 1
EXHIBIT "A"
Public Works Improvement
APN NAME Loan Repayments
164-072-015 Ranglel & Misti Mata 464.28
166-072-002 Benigna Borba 401.36
168-044-016 Robert & Lillian Aguilar 563.40
169-080-018 Alfonso Perales 475.74
177-031-004 Salvador & Maria Tapia 450.08
177-210-019 Roario Isais 797.58
182-030-014 Isidro & Elvia Parra 404.86
182-100-004 Engracia Herrera 535.63
182-100-014 Richard Burch 859.64
182-100-020 Ramon & Anastacia Sanchez 509.12
182-100-034 Gilbert Alvarez Solis 1,516.68
182-350-005 Rumaldo Saenz 442.10
182-350-008 Fernando & Maria Mendez 548.37
182-350-009 Luis Perez 1,020.12
8,988.96

11.2 Public Hearing Page 3 ATTACHMENT 2
Staff Report
Meeting: City Council
Date: August 6, 2024
Department: City Manager
Submitted by: Marc Mondell, City Manager
Agenda Title: Zumwalt Park Amphitheater Naming Rights Agreement

RECOMMENDED ACTION
Approve the Zumwalt Park Amphitheater Naming Rights Agreement with Adventist Health Tulare and Authorize the City Manager to Execute the Agreement.

SUMMARY
The City of Tulare has been steadily working to a develop a new amphitheater and other related amenities within Zumwalt Park to provide entertainment and recreation for residents and visitors. This project is one of the many means through which the City is working to redevelop Downtown Tulare. To that end, the following related actions by City Council have already occurred:

On December 7, 2021, City Council approved the use of ARPA funds towards the construction of the Zumwalt Park Amphitheater and renovation project.

On January 18, 2022, the City Council approved a contract with Lane Engineers for conceptual design services for the renovation of Zumwalt Park and Amphitheater.

On July 27, 2022, a Request for Proposals (RFP) for the Zumwalt Park Amphitheater Operator was published.

On July 18, 2023, City Council approved a management and operator agreement with Spade Entertainment.

On September 19, 2023, City Council approved a construction contract with Caliber Construction for the Zumwalt Park Renovation Project.

On June 18, 2024, City Council approved a naming rights term sheet with Adventist Health Tulare (Adventist) and authorized the City Attorney to prepare the agreement. That agreement is attached and presented herein for City Council approval. The agreement is consistent with the approved term sheet which will result in Adventist paying an annual fee to the City to designate the exclusive name of the amphitheater as the “Adventist Health Amphitheater” in exchange for the City providing benefits and advertising services at its sole cost. The basic terms include:
• Initial five-year agreement (to commence August 1, 2024) • Two additional five-year option terms (fee to be renegotiated) • Annual fee of $100,000 (quarterly payments)
Item #: 12.1
General Business

12.1 General Business Page 1
• City shall be solely responsible for advertising, marketing, and other rights enumerated although the parties acknowledge other subcontractors to the City may be involved in meeting such obligations.
• City shall complete construction of Zumwalt Park in accord with the approved plans (see Exhibit A) attached.
• City shall design, permit, and construct a permanent custom internally illuminated sign at the front of the stage and a permanent free-standing sign along Tulare Avenue with an electronic message board upon which Adventist may advertise their events, services, and products (see Exhibit B) attached.
• City shall ensure Adventist is mentioned in all radio advertisements, on all billboard advertisements, and all printed materials.
• The agreement includes several additional Adventist rights which are enumerated in Section 5. Those rights, in-large part, will be satisfied by the operator (Spade Entertainment) under a separate agreement amendment.
• Section 5 (b)(c) includes the right for Adventist to advertise in the City’s wayfinding program and on City sponsored billboards at its sole cost should such efforts proceed. • Exclusive advertising rights in the “hospital” category with the reservation of the right to review, approve, or deny others.

FISCAL IMPACT & FUNDING SOURCES
Should Council approve the agreement, the City will receive $100,000 annually in exchange for providing the related benefits and advertising services. It is the intent of management to utilize the revenue to meet all contract requirements and any remaining funds thereafter to be used to cover the City’s costs of maintaining the facility.

LEGAL REVIEW
The City Attorney’s office has reviewed and approved the agreement.

ALTERNATIVE ACTION

1. Approve with changes (subject to Adventist approval)

2. Deny

3. Table

ATTACHMENTS

1. Naming Rights Agreement

2. Exhibit A (Site Plan)

3. Exhibit B (Signage)
Reviewed/Approved: JM

12.1 General Business Page 2

Naming Rights Agreement
City of Tulare, California
This Naming Rights Agreement (“Agreement”) is made and entered into as of August ___, 2024, by and between the City of Tulare, a California municipal corporation (“City”), and Adventist Health Tulare, a California nonprofit corporation (“Sponsor”) (each a “Party” and collectively, the “Parties”).

1. Grant of Naming Rights. City grants to Sponsor the exclusive right to name the amphitheater at Zumwalt Park, a city-owned public facility in the City of Tulare (the “Facility”) located in the City of Tulare between E. Kern Ave, M Street, E. Tulare Ave, and S. N Street, as the “Adventist Health Amphitheater” for an initial term of five years commencing on August 1, 2024, and expiring on July 31, 2029 (the “Term”), subject to the terms and conditions of this Agreement. Sponsor has the option to renew this Agreement for two additional five-year terms, with the annual fee to be renegotiated.

2. Name and Branding Usage.
a. The Facility shall be named “Adventist Health Amphitheater” (“Facility Name”). b. All signage, marketing materials, and references to the Facility will include the Facility Name.
c. Sponsor will provide City with one or more versions of a logo displaying the Facility Name (the “Facility Logo”) in a high-resolution electronic format. City shall in all instances use an identical depiction of an approved version of the Facility Logo and shall not modify it in any way.
d. City shall design and produce permanent signage bearing the Facility Logo, at City’s sole expense. Before placing any permanent signage bearing the Facility Logo at the Facility, City shall submit the proposed design to Sponsor for Sponsor’s approval, which Sponsor shall not unreasonably withhold. City shall not place any permanent signage bearing the Facility Logo at the Facility without Sponsor’s prior written approval.
e. City retains the right to approve the size, design, and placement of any namingrelated signage in its reasonable discretion. f. City acknowledges and agrees that, as between City and Sponsor, Sponsor owns all rights, title and interest in the Facility Logo and Sponsor’s ADVENTIST and ADVENTIST HEALTH trademarks (collectively, the “Sponsor Marks”). Subject to the terms of this Agreement, Sponsor hereby grants to City, during the Term, a royalty-free, non-exclusive, non-sublicensable license to use the Sponsor Marks solely in connection with the operation, marketing and promotion of the Facility and events occurring at the Facility.
g. If Sponsor chooses to modify the Facility Logo during the Term, Sponsor shall provide City with the modified logo in a high-resolution electronic format. City shall use the modified logo in all applicable advertising, marketing, and other communications for the remainder of the Term. In Sponsor’s sole discretion, Sponsor may request that City modify or replace signage at the Facility to display

12.1 General Business Page 3 ATTACHMENT 1

the modified logo, for which Sponsor shall pay all direct costs and expenses. City shall use reasonable efforts to promptly modify or replace the signage. h. City agrees that in connection with any use of the Sponsor Marks hereunder, it shall maintain the same high quality control standards for all goods and services that Sponsor uses. City shall not use any Sponsor Mark in a way that invalidates, disparages, dilutes, or otherwise injures the goodwill or reputation of any of the Sponsor Mark or that disparages or otherwise injures the reputation of Sponsor.

City agrees that the foregoing includes but is not limited to the use by City of any Sponsor Marks in connection with any event or programming featuring, hosted by, sponsored by or along with, or otherwise creating an association with any person who would materially adversely affect the reputation of, or would cause substantial embarrassment to, Sponsor as a result of the association of the Sponsor Marks with such person, event or programming.
i. City will ensure that all uses of Sponsor Marks, including without limitation all uses in marketing communications, will comply with all applicable laws, including but not limited to the Americans with Disabilities Act.

3. Sponsor’s Responsibilities.
a. Sponsor shall pay to City an annual fee of $100,000, payable in quarterly installments, in advance of each quarter (the “Rights Fee”). City shall invoice Sponsor pursuant to Section 11 below for each quarterly payment no later than sixty (60) days before payment is due.
b. Sponsor shall provide any additional materials or support as reasonably requested by City to facilitate the implementation of the naming rights.

4. City’s Responsibilities.
a. City shall ensure that the Facility’s name is prominently displayed on all official documents, websites, social media posts, marketing materials, and other communications related to the Facility. City shall ensure that all such materials and communications are materially similar to the samples approved by Sponsor prior to the execution of this Agreement. If Sponsor does not approve of particular material(s) or communication(s), Sponsor shall provide written notice to City, and City shall immediately cease all use of such material(s) or communication(s). b. City shall maintain the Facility in good condition and ensure that any signage or branding remains visible and in good repair. City acknowledges and agrees that the foregoing includes but is not limited to making its best efforts to ensure that the Facility and Zumwalt Park are at all times clean, safe, and free from squatters. c. City shall complete construction of Zumwalt Park in accordance with the approved plans (see Exhibit A attached). City shall be solely responsible for all costs, permitting and contracting associated with the construction. d. City shall design, permit, and construct, at its sole cost, a permanent custom internally illuminated sign at the front of the stage and a permanent free-standing sign along Tulare Avenue with an electronic message board upon which Sponsor

12.1 General Business Page 4

may advertise its events, services, and products (see Exhibit B attached) at no additional cost to Sponsor.
e. City shall ensure Sponsor is mentioned in all radio advertisements, on all websites, in all social media posts, on all billboard advertisements, in all printed advertising and marketing materials, and in all other advertising and marketing communications created or placed by City relating to the Facility. City shall ensure that all such materials and communications are materially similar to the samples approved by Sponsor prior to the execution of this Agreement. If Sponsor does not approve of particular material(s) or communication(s), Sponsor shall provide written notice to City, and City shall immediately cease all use of such material(s) or communication(s).
f. City shall be solely responsible for advertising, marketing, and other rights enumerated in this Agreement, although other subcontractors to the City may be involved in meeting such obligations. For example, on July 18, 2023, City Council approved a management and operator agreement with Spade Entertainment for the purpose of bringing various entertainment to the Facility. For any of the City obligations for which City employs a subcontractor, City shall ensure that the subcontractor fulfills all City’s obligations under the terms of this Agreement, and City acknowledges and agrees that any breach of this Agreement by a subcontractor shall constitute a breach of this Agreement by City.

5. Additional Rights.
a. City shall provide Adventist (at no additional cost) with a VIP box for 8 persons to all events at the Facility, to include food and drink tickets along with the following:
i. 10 general admission tickets to all events.
ii. 4 VIP parking passes to all events.
iii. Digital advertising for City Parks and Recreation Department events. iv. Stage mentions for events when announcers are used. v. Meet and greets with performers when requested and available. vi. One annual corporate party or event (prior to opened gates) at Sponsor's sole cost. City to secure private area for event and up to 200 general admission tickets at 50% off face value.
viii. Concert operations staff will wear shirts with the Facility Logo at all events. ix. 2 dedicated email blasts will be provided to the City email database annually.
x. Opportunity for mobile health unit on site for all events. xi. Opportunity for booth on site for all events.

12.1 General Business Page 5

xii. Opportunity to hand out collateral material on site for all events. xiii. One autographed item per event donated to Adventist for its use. xiv. Full annual recap at end of concert season.
b. The City intends to design, permit, and construct a citywide permanent wayfinding and directional signage program. Should the City so proceed, Sponsor will have the right to include "Adventist Health Amphitheater" in such signage at its sole cost. c. The City intends to partner to have one electronic billboard installed at the north city limit and one installed at the south city limit on Hwy. 99. Should the City so proceed, limited advertising for the "Adventist Health Amphitheater" will be included. Any additional advertising will be at Sponsor’s sole cost. d. At all times during the Term, (i) Sponsor shall be the exclusive naming rights sponsor of the Facility; (ii) Sponsor shall receive exclusivity in the hospital category for permanent signage and all advertising and promotion at the Facility or in connection with any Facility events, including but not limited to in event programs, and City shall not accept any advertising or other placement at the Facility or in connection with any Facility events from any other entities in the hospital category; and (iii) Sponsor shall have the right to review - and approve or deny - all vendors or advertisers in the health care category, and City shall not accept any advertising or other placement at the Facility or in connection with any Facility events from any other entities in the health care category without Sponsor’s prior written approval. e. The City shall be responsible for all maintenance, repair, and replacement at the Facility and in Zumwalt Park according to commercially accepted practices and subject to its obligations under Section 4(b) above.
f. Sponsor agrees to provide a medical professional for each event at its sole cost as requested by City, provided that City provides Sponsor with at least 30 days’ prior written notice of such event. The medical professional will be a licensed, trained first responder to support in an emergency situation and assist with nonemergency related medical needs. The City will provide one guest ticket for each such worker for each event.
g. The City will include the Adventist logo on all temporary on-site signage with Sponsor's prior approval and at its sole cost.

6. Termination.
a. Either Party may terminate this Agreement upon 60 days’ written notice if the other Party breaches any material term of this Agreement and fails to cure such breach within 30 days after receipt of written notice of such breach. b. Upon termination, Sponsor’s naming rights shall cease immediately, and City shall remove or replace any signage or references to any of the Sponsor Marks within 30 days at City’s sole cost.

12.1 General Business Page 6

c. Upon termination, the trademark license granted to City pursuant to Section 2(f) above shall immediately terminate, and City shall immediately and permanently cease all use of the Sponsor Marks, except as provided in Section 6(b) above with respect to removal of signage.

7. Force Majeure.
a. “Force Majeure” means the occurrence of any of the following, for the period of time, if any, that the performance of a Party’s material obligations under this Agreement are actually, materially, and reasonably delayed or prevented thereby:
acts of God; strikes or lock-outs (including, without limitation, player or referee strikes, lock-outs or other labor disputes); acts of the public enemy; terrorist acts; the enactment, imposition or modification of any applicable law which occurs after the date of this Agreement and which prohibits or materially impedes the performance of the obligations of the Parties hereunder; confiscation or seizure by any governmental or public city; condemnations by any governmental city; wars or war-like action (whether actual and pending or expected, and whether de jure or de facto); arrests or other restraints of government (civil or military); blockades; insurrections, riots, or civil disturbances; epidemics; pandemics; landslides; lightning; earthquakes; fires; hurricanes, storms, floods, or wash-outs; explosions; nuclear reaction or radiation; radioactive contamination; acts or the failure to act of any governmental city; damage to or renovation of the premises; or any other causes, whether of the kind herein enumerated or otherwise, the foregoing of which are not reasonably within the control of the Party (or any affiliate actually controlled by such Party) claiming the right to delay performance on account of such occurrence and which, in any event, are not foreseeable or a result of the negligence or willful misconduct of the Party (or its affiliate) claiming the right to delay performance on account of such occurrence. Force Majeure shall not in any event include a Party’s financial inability to perform. b. Failure in performance by any Party hereunder shall not be deemed an event of default under this Agreement and the non-occurrence of any condition hereunder shall not give rise to any right otherwise provided herein when such failure or nonoccurrence is due to Force Majeure. If the Facility is unable to host events due to Force Majeure, the Rights Fee shall be waived on a pro rata basis for such time.

An extension of time for any such cause shall be limited to the period of delay due to such cause, which period shall be deemed to commence from the time of the commencement of the cause, provided that, if notice by the Party claiming such extension is sent to the other Party more than thirty (30) days after the commencement of the cause, the period shall be deemed to commence thirty (30) days prior to the giving of such notice. Times of performance under this Agreement may also be extended as mutually agreed upon in writing by the Parties hereto.

However, failure to agree to a proposed extension of time for performance shall not be deemed grounds for delay or failure to timely cure an event of default hereunder.

8. Indemnification and Insurance.
a. City shall indemnify, defend and hold harmless Sponsor and its affiliates, and any principal, partner, member, manager, officer, stockholder, director, employee, agent, representative or contractor of Sponsor or any of its affiliates (collectively,

12.1 General Business Page 7

the “Sponsor Parties”), for, from and against any and all third-party losses, liabilities, damages, obligations, costs, expenses, fines, penalties, charges and expenses, including reasonable attorney fees and court costs, that Sponsor Parties actually incur, become responsible for, or pay out by reason of any claim, suit, cause of action, investigation, proceeding or demand related in any way to or resulting from City’s breach of this Agreement, the operation of the Facility, the holding or promotion of events at the Facility, or the use of the Sponsor Marks as contemplated herein.

b. Sponsor shall indemnify, defend and hold harmless City for, from and against any and all third-party losses, liabilities, damages, obligations, costs, expenses, fines, penalties, charges and expenses, including reasonable attorney fees and court costs, that City actually incurs, becomes responsible for, or pays out by reason of any claim, suit, cause of action, investigation, proceeding or demand related in any way to or resulting from Sponsor’s breach of this Agreement, or any suit or cause of action finding that the use of the Sponsor Marks as contemplated herein violated the intellectual property rights of any third party.
c. These indemnity obligations shall survive the termination of this Agreement, howsoever occasioned.
d. City will, at its own cost and expense, obtain and maintain in full force and effect during the Term of this Agreement, the insurance coverage in the minimum amounts and on the terms set forth below provided by an insurer having an A.M.

Best rating of A-VIII (“Excellent”) or higher and licensed in the State of California. i. Commercial General Liability Coverage including premises, property damage, operations, products and completed operations, contractual liability, independent contractors, and personal and advertising injury, with primary limits of at least (a) One Million Dollars ($1,000,000) per occurrence for bodily injury and/or property damage; and (b) Three Million Dollars ($3,000,000) in the general aggregate, and with any general aggregate limit applying per project/per location and being unimpaired; and ii. Excess/Umbrella Liability in an amount of at least and Ten Million Dollars ($10,000,000) per occurrence, with any aggregate limit (which can be combined with General Liability Excess or Umbrella limits) being unimpaired.
iii. All required policies shall name Sponsor as an additional insured under ISO form #CG2026 (11/85) or its equivalent, such that the coverage provided by the additional insured endorsement is primary without right of contribution by any coverage carried by the additional insureds. All required policies also shall (i) include a waiver of subrogation endorsement in favor of Sponsor under ISO form #CG2404 or its equivalent and (ii) contain a severability of interest clause for all additional insureds without cross suits liability exclusion.
iv. Upon Sponsor’s request, City will provide Sponsor with a copy of all relevant certificates of insurance as required under this Section 8(d), to which Sponsor has been added as an additional insured or named as loss

12.1 General Business Page 8

payees. City shall notify Sponsor in writing, in advance, of any changes in the above coverages that occur, and shall provide new certificates of insurance as necessary so as to remain in compliance with this Section 8(d).
v. Nothing in this Section 8(d) will be construed as limiting City’s (or any subcontractor’s or agent’s) liability to Sponsor or any third party. The mere purchase and existence of insurance does not reduce or release City from liability incurred or assumed within the scope of this Agreement.

9. Confidentiality. Both Parties agree to keep the terms of this Agreement and any related negotiations confidential, except as required by law or as necessary to implement the terms of this Agreement.

10. Miscellaneous.
a. This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements and understandings, whether written or oral. b. Any amendments to this Agreement must be in writing and signed by both parties. c. This Agreement shall be governed by and construed in accordance with the laws of the State of California.
d. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11. Notices. All notices and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person or mailed by certified mail, return receipt requested, to the respective Parties at the addresses set forth below:

City:

City of Tulare
ATTN: City Manager
411 E. Kern Avenue
Tulare, CA 93274
Sponsor:

Adventist Health Tulare
ATTN: Marketing Dept.
869 N. Cherry St.

Tulare, CA 93274
and to: Adventist Health System/West
ATTN: Legal Dept.
1 Adventist Health Way
Roseville, CA 95661
with a copy (which shall not constitute notice) to:

12.1 General Business Page 9

Neal, Gerber & Eisenberg LLP
Attn: Lee J. Eulgen
2 N. LaSalle, Ste. 1700
Chicago, IL 60602

12. Non-Assignability Clause. This Agreement and the rights and obligations contained herein are personal to the parties and may not be assigned or transferred by either party, in whole or in part, whether voluntarily or by operation of law, merger, acquisition, or other business transaction, without the prior written consent of the other party. Any attempt to assign or transfer this Agreement without such consent shall be null and void and of no force or effect.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

City of Tulare
By: __________________________
Marc Mondell
Title: _________________________
City Manager
Adventist Health Tulare
By: __________________________
Jason Wells
Title: _________________________
President

12.1 General Business Page 10

LIMIT OF WORK

CALTRANS ROW

LIMIT OF WORK

CALTRANS ROW
A
B
B
A

IR PUMP

CONTROL CABINET

ELECTRICAL PANEL
MAIN SWITCHBOARDWITH 4' MIN. CLEARANCE INFRONT

IRRIGATION CONTROLLER
WITH (2) 1" CONDUIT
A5.0B
60Hz
6GPM
208V
A
B A
A
B
B
FILTR
CTRL
TULARE AVE. (STATE HIGHWAY 137)
"M" ST. (STATE HIGHWAY 137)
KERN AVE.
"N" ST. "N" ST.

N:\2600\2625-04-RC22-Zumwalt-Park-Reno-Final-Design\Landscape-Architecture\Task-L2-ConDocs\Sheet-Files\LC-copy.dwg, LC101, Oct 11, 2023 9:24am, ldwierschem PROJECT MANAGER DRAWN BY PROJECT NUMBER CHECKED BY SHEET JUNE 9, 2023 2625-04-RC22 DATE NO. REVISION DATE ZUMWALT PARK RENOVATION 400 E. Tulare Ave.

Tulare, CA 93274

CONSULTANT
AGENCY

BID SET
rrmdesign.com | (805) 543-1794
411 East Kern Ave. Tulare, CA 93274
A ADDENDUM 1 07/06/23
LC101

SITE PLAN

LWDK LM
0 30 60 90 feet
1"=30'
Exhibit "A"

12.1 General Business Page 11
ATTACHMENT 2
MARCH 2024
ZUMWALT PARK L1AMPHITHEATER AND MARQUEE SIGNAGE

LED MARQUEE SIGN
1/2" = 1'-0"
6'-3"

LED DISPLAY,BOTH SIDES
A

FOOTING PER MANUFACTURER

STEEL CABINET
CL
1 8'

STANDING SEAM ROOF

MATCH ARCHITECTURE
HSS6X6
12 2
1'-1"
2'
2'

SECTION A
HSS6X6x14
EMBED HSS6X6 INTO

CONCRETE COLUMN

LED DISPLAY,

BOTH SIDES

STEEL FRAME

CABINET

STEEL FRAME

CABINET

STANDING SEAM
ROOF
CL
4'
1'-6"

ILLUMINATED LETTERING,

BOTH SIDES

ILLUMINATED LETTERING,

BOTH SIDES
ILLUMINATEDLETTERING,BOTH SIDES.

SIGNAGE

AND FONT TO
BE PROVIDEDBY CITY.

FS FS
1 DECORATIVE METAL 1PICKET FENCE

ATTACH FENCE BRACKETS

TO CONCRETE COLUMN

WITH CONCRETE SCREWS
3"
CONCRETE PAVING 1

PEDESTRIAN

ILLUMINATED

LETTERING,

BOTH SIDES
3/4" ELECTRICAL CONDUIT,
SEE ELECTRICAL.

ELECTRICAL CONDUIT TO

JUNCTION BOX IN PLANTER
(BEYOND), SEE ELECTRICAL.
2'-0"
3/4" ELECTRICAL

CONDUIT, SEE
ELECTRICAL. 3'-3" 4'-9"
CL

ELECTRICAL CONDUIT

TO JUNCTION

BOX IN PLANTER,
SEE ELECTRICAL.
(4) #5 VERTICAL BARS EQUALLY SPACED,
WITH #HORIZONTAL TIES AT 8" O.C.
(4) #5 VERTICAL BARS EQUALLY
SPACED, WITH #HORIZONTAL
TIES AT 8" O.C.

EMBED HSS6X6 INTO

CONCRETE COLUMN
2'-0"
1 3/8” = 1’-0” RRM-ZU-148

BACKLIT LETTERING OR INTERNALLY LUMINATED SIGNAGE WITH CUTOUTS 2’-0”
1’-4”
24’-0”
Exhibit "B"

12.1 General Business Page 12
ATTACHMENT 3
Staff Report
Meeting: City Council
Date: August 6, 2024
Department: City Manager
Submitted by: Marc Mondell, City Manager
Agenda Title: Zumwalt Park Amphitheater Operator Agreement First Amendment

RECOMMENDED ACTION
Approve and authorize the City Manager to execute the Zumwalt Park Amphitheater Operator Agreement First Amendment with Spade Entertainment.

SUMMARY
On July 18, 2023, City Council approved the Zumwalt Park Amphitheater Operator Agreement with Spade Entertainment (Operator).

The City of Tulare has approved or is contemplating approval of a Naming Rights Agreement with Adventist Health Tulare (Adventist). In that agreement the City is contractually obligated to provide several benefits and services along with exclusive naming rights in exchange for Adventist providing an annual fee of $100,000.

Several of the benefits and services included in the agreement can only be provided by the Operator as they have the responsibility to market and advertise events as well as arrange for performers, production, and ticketing. The related expenses include:
• The Operator shall ensure that the Adventist logo and link are included on all digital assets, including social media, display ads, and radio station websites. • The Operator shall ensure that Adventist is mentioned in all radio advertisements, on all billboard advertisements, and all printed materials.
• The Operator shall ensure that Adventist has a VIP box for 8 persons to all events, which includes food and drink tickets. In addition, Spade Entertainment shall provide:
o 10 general admission tickets to all events
o 4 VIP parking passes to all events (coordination with City) o Stage mentions for events when announcers are used.
o Meet and greets with performers when requested and available. o One annual corporate party or event (prior to opened gates) at Adventist’s sole cost. The Operator shall secure a private area for the event and provide up to 200 general admission tickets at 50% off face value.
o Concert operations staff will wear shirts with the Adventist logo at all events. o Operator shall provide 2 dedicated email blasts to the email database annually. o A mobile health unit on site for all events.
o A booth on site for all events.
o Handing out collateral material on site for all events. o One autographed item per event donated to Adventist for its use.

Item #: 12.2
General Business

12.2 General Business Page 1
o A full annual recap at the end of the concert season. o Include the Adventist logo on all temporary on-site signage, subject to Adventist’s prior approval and at Adventist’s sole cost.

Based upon management’s discussions with the Operator, the combined hard costs and lost opportunity costs associated with the Operator satisfying its portions of the terms of the naming rights agreement exceeds $25,000 annual. None-the-less, management has proposed, and the Operator has agreed to accept $25,000 from the $100,000 annual naming rights fee to cover the Operator’s related expenses.

Management proposes to use the $75,000 remaining balance of the naming rights fee to cover the City’s expenses in maintain the amphitheater. Currently the City is expending approximately $49,000 annual to maintain Zumwalt Park. It is estimated that the annual maintenance cost, upon Park completion, will increase to $191,000. Management anticipates the $142,000 increase in maintenance cost to be absorbed through the following means:
• Ticket fess ($1, $2, $3.50)
• 20% of sponsorship revenue
• $1,000 rental fee for non-concert events
• Parking fees ($15 maximum)
• Naming rights

FISCAL IMPACT & FUNDING SOURCE(S)
Given that this is a new venue and venture for the City it is difficult to predict exactly how much revenue is expected to be achieved on an annual basis. However, it is management’s belief that enough revenue through these means will be achieved to not only cover the increase in maintenance cost but to also set aside funds for future capital improvements.

LEGAL REVIEW
This item was reviewed by the City Attorney.

ALTERNATIVE ACTION

1. Approve with changes

2. Deny

3. Table

ATTACHMENTS

1. Operator Agreement First Amendment
Reviewed/Approved: JM

12.2 General Business Page 2

Addendum to the Spade Entertainment Agreement
City of Tulare, California
This Addendum ("Addendum") is made and entered into as of [Date], by and between the City of Tulare, a California municipal corporation (“City”), and Spade Entertainment, a [Legal Form of Spade Entertainment] (“Operator”), and supplements the original agreement dated July 18, 2023 (the “Original Agreement”).

RECITALS
WHEREAS, the City has entered into a Naming Rights Agreement with Adventist Health Tulare (“Adventist”) for the naming of the amphitheater at Zumwalt Park as the “Adventist Health Amphitheater”; and
WHEREAS, certain obligations under the Naming Rights Agreement with Adventist must be satisfied by Spade Entertainment as the operator of the venue; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. The City shall ensure that Spade Entertainment has a single point of contact for Adventist to facilitate the responsibilities of Spade Entertainment in this Addendum.

2. Inclusion of Adventist Logo and Mentions.
a. Spade Entertainment shall ensure that the Adventist logo and link are included on all digital assets, including social media, display ads, and radio station websites. b. Spade Entertainment shall ensure that Adventist is mentioned in all radio advertisements, on all billboard advertisements, and all printed materials.

3. VIP and Ticketing Benefits for Adventist.
a. Spade Entertainment shall ensure that Adventist has a VIP box for 8 persons to all events, which includes food and drink tickets.
b. Spade Entertainment shall provide Adventist with:
i. 10 general admission tickets to all events.
ii. 4 VIP parking passes to all events.
iii. Stage mentions for events when announcers are used. iv. Meet and greets with performers when requested and available. v. One annual corporate party or event (prior to opened gates) at Adventist’s sole cost. Spade Entertainment shall secure a private area for the event and provide up to 200 general admission tickets at 50% off face value.

12.2 General Business Page 3 ATTACHMENT 1

4. Marketing and Promotional Obligations.
a. Concert operations staff will wear shirts with the Adventist logo at all events. b. Spade Entertainment shall provide 2 dedicated email blasts to the email database annually.
c. Spade Entertainment shall ensure opportunities for:
i. A mobile health unit on site for all events.
ii. A booth on site for all events.
iii. Handing out collateral material on site for all events. d. Spade Entertainment shall provide one autographed item per event donated to Adventist for its use.
e. Spade Entertainment shall provide a full annual recap at the end of the concert season.

5. On-Site Signage.
a. Spade Entertainment will include the Adventist logo on all temporary on-site signage, subject to Adventist’s prior approval and at Adventist’s sole cost.

6. Financial Provisions.
a. The City shall provide Spade Entertainment $25,000 annually from the $100,000 naming rights fee to cover their costs in providing the items listed in this Addendum.

7. Continuation of Original Agreement. All other terms of the Original Agreement shall remain unchanged and in effect. In the event of any conflict between the terms of the Original Agreement and this Addendum, the terms of this Addendum shall control.

IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the day and year first above written.

City of Tulare
By: __________________________
Marc Mondell
Title: _________________________
City Manager
Adventist Health Tulare
By: __________________________
Todd Speelman
Title: _________________________
Owner

12.2 General Business Page 4
City of Tulare
Agri-Center of the World

COUNCIL ITEM REQUEST FORM
The Council Item Request Form is for members of the City Council to submit written requests to the City Clerk’s Office for inclusion of an item on a future City Council meeting agenda. At the meeting where the initial written request is heard, discussion shall be limited to whether the item should be added to an agenda and a date, not the merit of the item. A majority vote of the City Council is required for the item to be added to a future Council meeting agenda for action. No more than 10 items may be submitted collectively for consideration by all councilmembers at any regular meeting of the Council, and in that regard, no individual councilmember may submit more than three items for consideration at any regular meeting of the Council. In the event more than 10 items are submitted collectively, no more than two items shall be accepted for consideration from any one councilmember.

NAME OF REQUESTING COUNCILMEMBER TODAY’S DATE AGENDA DATE

ITEM TITLE

BRIEF DESCRIPTION/BACKGROUND INFORMATION OF ITEM
Item #:3
Future Agenda Item
Stephen Harrell July 21, 2024 August 6, 2024
Naming of the intersection of Martin Luther King and Blackstone in memory of Navy Hospitalman Leonard Long who was killed in Vietnam in 1968 Several weeks ago I received an inquiry from the Long family about a promise made to the family by the city to name a street or park for Hospitalman Long. Melissa, was kind enough to research past council minutes but nothing could be found from the council but that's not to say that someone within city government made the promise. I talked to Ronald Long a Brother and he stated that he was in poor health and would like to see his Brother honored before he died.

Leonard Long was born in Tulare April 6, 1947 and grew up at 728 "S" St. he attended Tulare city schools and graduated from Tulare Union High School in 1965. After high school he enlisted in the United States Navy, with the specialty of Hospitalman (Medic). He was assigned to the 3rd Marine Division, 1st Battalion, 9th Marines in Quang Tri province South Vietnam. On March 26, 1968, while under heavy enemy rocket, mortar, artillery fire as well as small arms Hospitalman Long with disregard for his own safety continued to provide medical care for wounded marines. The after action report indicates that even after loosing a leg to a rocket Hospitalman Long continued to care for others until he was shot and killed by small arms fire. He was buried here in Tulare on April 6, 1968 his 21st. Birthday. He was awarded the Bronze Star, Purple Heart, Vietnam Gallantry Cross as well as several other military awards. He is now being considered for the Silver Star for his action the second highest award given. Hospitalman Long still has family and many friends here in Tulare. I asked council's approval to name this intersection and place an appropriate sign at the intersection honoring his courage and sacrifice. May his positive example inspire us, to work together towards peace, mutual respect and equality for all.

13.1 Future Agenda Item Page 1
City of Tulare
Agri-Center of the World

COUNCIL ITEM REQUEST FORM
The Council Item Request Form is for members of the City Council to submit written requests to the City Clerk’s Office for inclusion of an item on a future City Council meeting agenda. At the meeting where the initial written request is heard, discussion shall be limited to whether the item should be added to an agenda and a date, not the merit of the item. A majority vote of the City Council is required for the item to be added to a future Council meeting agenda for action. No more than 10 items may be submitted collectively for consideration by all councilmembers at any regular meeting of the Council, and in that regard, no individual councilmember may submit more than three items for consideration at any regular meeting of the Council. In the event more than 10 items are submitted collectively, no more than two items shall be accepted for consideration from any one councilmember.

NAME OF REQUESTING COUNCILMEMBER TODAY’S DATE AGENDA DATE

ITEM TITLE

BRIEF DESCRIPTION/BACKGROUND INFORMATION OF ITEM
Item #: 13.2
Future Agenda Item
Patrick Isherwood 7.23.24 8.2.24
Tulare Youth Commission
Information Only
To share with Council a presentation on a Tulare Youth Commission. The presentation is a brief powerpoint that covers the what, who, why and how. Other communities in the valley have youth commissions, and what would this look litke for Tulare? Council can review and provide input.

13.2 Future Agenda Item Page 1