Agenda packet — Upland City Council, April 11, 2022 (part 2 of 2)

46708.00807\34817203.5

23 costs and expenses of in-house legal counsel, if any) and such other expenses so incurred by the nondefaulting party.

Section 8.05. No Additional Waiver Implied by One Waiver. If any agreement contained in this Lease Agreement is breached by either party and thereafter waived by the other party, such waiver is limited to the particular breach so waived and will not be deemed to waive any other breach hereunder.

Section 8.06. Judicial Reference.
(a) Judicial Reference. The Authority and the City hereby agree: (i) each proceeding or hearing based upon or arising out of, directly or indirectly, this Lease Agreement, the Site and Facility Lease, the Property or any document related thereto, any dealings between the City and the Authority related to the subject matter of this Lease Agreement, the Site and Facility Lease or any related transactions, and/or the relationship that is being established between the City and the Authority (hereinafter, a “Claim”) shall be determined by a consensual general judicial reference (the “Reference”) pursuant to the provisions of Section 638 et seq. of the California Code of Civil Procedure, as such statutes may be amended or modified from time to time; (ii) upon a written request, or upon an appropriate motion by either the Authority or the City, as applicable, any pending action relating to any Claim and every Claim shall be heard by a single Referee (as defined below) who shall then try all issues (including any and all questions of law and questions of fact relating thereto), and issue findings of fact and conclusions of law and report a statement of decision. The Referee’s statement of decision will constitute the conclusive determination of the Claim. The Authority and the City agree that the Referee shall ha ve the power to issue all legal and equitable relief appropriate under the circumstances before the Referee; (iii) the Authority and the City shall promptly and diligently cooperate with one another, as applicable, and the Referee, and shall perform such acts as may be necessary to obtain prompt and expeditious resolution of all Claims in accordance with the terms of this Section 8.06; (iv) either the Authority or the City, as applicable, may file the Referee’s findings, conclusions and statement with the clerk or judge of any appropriate court, file a motion to confirm the Referee’s report and have judgment entered thereon. If the report is deemed incomplete by such court, the Referee may be required to complete the report and resubmit it; (v) the Authority and the City, as applicable, will each have such rights to assert such objections as are set forth in Section 638 et seq. of the California Code of Civil Procedure; and (vi) all proceedings shall be closed to the public and confidential, and all records relating to the Reference shall be permanently sealed when the order thereon becomes final.
(b) Selection of Referee; Powers. The parties to the Reference proceeding shall select a single neutral referee (the “Referee”), who shall be a retired judge or justice of the courts of the State of California, or a federal court judge, in each case, with at least ten (10) years of judicial experience in civil matters. The Referee shall be appointed in accordance with Section 638 of the California Code of Civil Procedure (or pursuant to comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts). If within ten (10) days after the request or motion for the Reference, the parties to the Reference proceeding cannot agree upon a Referee, then any party to such

Page 44 of 72 ends

46708.00807\34817203.5

24 proceeding may request or move that the Referee be appointed by the Presiding Judge of the San Bernardino County Superior Court, or of the U.S. District Court for the Southern District of California. The Referee shall determine all issues relating to the applicability, interpretation, legality and enforceability of this Section 8.06. (c) Provisional Remedies and Self Help. No provision of this Section 8.06 shall limit the right of either the Authority or the City, as the case may be, to (i) exercise such self-help remedies as might otherwise be available under applicable law, or (ii) ) obtain or oppose provisional or ancillary remedies, including without limitation injunctive relief, writs of possession, the appointment of a receiver, and/or additional or supplementary remedies from a court of competent jurisdiction before, after, or during the pendency of any Reference. The exercise of, or opposition to, any such remedy does not waive the right of the Authority or the City to the Reference pursuant to this Section 8.06(c). (d) Costs and Fees. Promptly following the selection of the Referee, the parties to such Reference proceeding shall each advance equal portions of the estimated fees and costs of the Referee. In the statement of decision issued by the Referee, the Referee shall award costs, including reasonable attorneys’ fees, to the prevailing party, if any, and may order the Referee’s fees to be paid or shared by the parties to such Reference proceeding in such manner as the Referee deems just.

ARTICLE IX

PREPAYMENT OF LEASE PAYMENTS
Section 9.01. Security Deposit. Notwithstanding any other provision of this Lease Agreement, the City may on any date secure the payment of the Lease Payments in whole or in part by depositing with the Authority or a fiduciary reasonably satisfactory to the Authority, in trust, an amount of cash, which shall be held in a segregated trust or escrow fund under a trust or escrow agreement that is in form and content acceptable to the Authority, which cash so hel d is either (a) sufficient to pay such Lease Payments, including the principal and interest components thereof, in accordance with the Lease Payment schedule set forth in Exhibit “C,” or (b) invested in whole in non-callable Federal Securities maturing not later than the dates such funds will be required to make Lease Payments or any prepayment in an amount which is sufficient, in the opinion of an independent certified public accountant (which opinion must be in form and substance, and with such an accountant, acceptable to the Authority and addressed and delivered to the Authority), together with interest to accrue thereon and without reinvestment and together with any cash which is so deposited, to pay such Lease Payments when due under Section 4.03(a) or when due on any optional prepayment date under Section 9.02, as the City instructs at the time of said deposit; provided, however, that at or prior to the date on which any such security deposit is established, the City shall deliver to the Authority an opinion of Bond Counsel (in form and substance acceptable to the Authority) to the effect that any such security deposit will not adversely affect the excludability of the interest component of Lease Payments from gross income of the Authority for federal income tax purposes. In the event of a security deposit under this Section with respect to all unpaid Lease Payments, (i) the Term of this Lease Agreement shall continue, (ii) all obligations of the City under this Lease Agreement, and all security provided by this Lease Agreement for said obligations, shall thereupon cease and terminate, excepting only (A) the

Page 45 of 72 ends

46708.00807\34817203.5

25 obligation of the City to make, or cause to be made, all of the Lease Payments from such security deposit and, to the extent of any deficiency, as rent payable from other legally available funds of the City, and (B) the release and indemnification obligations of the City under subparagraphs (f) and (g) of Section 7.03, and (iii) under Section 4.05, the Authority’s leasehold interest in the Property will vest in the City on the date of said deposit automatically and without further action by the City or the Authority. The City hereby grants a first priority security interest in and the lien on said security deposit and all proceeds thereof in favor of the Authority. Said security deposit shall be deemed to be and shall constitute a special fund for the payment of Lease Payments in accordance with the provisions of this Lease Agreement and, notwithstanding anything to the contrary herein, Lease Payments therefrom shall not be subject to abatement under Section 6.03 hereof to the extent payable from the funds held by the Authority or the fiduciary as described in the first sentence of this Section 9.01.

Section 9.02. Optional Prepayment.

The City may prepay the principal component of the Lease Payments in full or in part, in such manner as shall be selected by the City, on any date at an amount equal to the principal amount of Lease Payments to be prepaid, together accrued interest to the date fixed for prepayment, without premium.

Section 9.03. Mandatory Prepayment From Net Proceeds of Insurance or Eminent Domain. The City shall be obligated to prepay the unpaid principal components of the Lease Payments in whole or in part in such order of prepayment as shall be selected by the Ci ty on any date, together with any accrued and unpaid interest, from and to the extent of any proceeds of insurance award or condemnation award with respect to the Property to be used for such purpose under Section 6.02.

ARTICLE X

MISCELLANEOUS
Section 10.01. Notices. Any notice, request, complaint, demand or other communication under this Lease Agreement shall be given by first class mail or personal delivery to the party entitled thereto at its address set forth below, or by facsimile transmission or other form of telecommunication, at its number set forth below. Notice shall be effective either (a) upon transmission by facsimile transmission or other form of telecommunication, (b) forty-eight (48) hours after deposit in the United States of America first class mail, postage p repaid, or (c) in the case of personal delivery to any person, upon actual receipt. The Authority and the City may, by written notice to the other parties, from time to time modify the address or number to which communications are to be given hereunder.

Page 46 of 72 ends

46708.00807\34817203.5

26 If to the City: City of Upland
460 North Euclid Avenue,
P.O. Box 460
Upland, CA 91785-0460
Attention: City Manager
Phone: (909) 931-4172
If to the Authority: City of Upland Financing Authority 460 North Euclid Avenue,
P.O. Box 460
Upland, CA 91785-0460
Attention: Executive Director
Phone: (909) 931-4172
Section 10.02. Binding Effect. This Lease Agreement inures to the benefit of and is binding upon the Authority, the City and their respective successors and assigns.

Section 10.03. Severability. If any provision of this Lease Agreement is held invalid or unenforceable by any court of competent jurisdiction, such holding will not invalidate or render unenforceable any other provision hereof.

Section 10.04. Net-net-net Lease. This Lease Agreement is a “net-net-net lease” and the City hereby agrees that the Lease Payments are an absolute net return to the Authority, free and clear of any expenses, charges or set-offs whatsoever.

Section 10.05. Further Assurances and Corrective Instruments. The Authority and the City agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Property hereby leased or intended so to be or for carrying out the expressed intention of this Lease Agreement.

Section 10.06. Execution in Counterparts. This Lease Agreement may be executed in several counterparts, each of which is an original and all of which constitutes one and the same instrument.

Section 10.07. Applicable Law. This Lease Agreement is governed by and construed in accordance with the laws of the State.

Section 10.08. Captions. The captions or headings in this Lease Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or section of this Lease Agreement.

Page 47 of 72 ends

46708.00807\34817203.5

27 IN WITNESS WHEREOF, the Authority and the City have caused this Lease Agreement to be executed in their respective names by their duly authorized officers, all as of the date first above written.

CITY OF UPLAND FINANCING

AUTHORITY
By
Michael Blay, Executive Director

ATTEST:

Stephen Parker, Assistant Executive Director

CITY OF UPLAND
By
Michael Blay, City Manager

ATTEST:

Stephen Parker, Assistant City Manager

Page 48 of 72 ends

46708.00807\34817203.5

A-1

EXHIBIT A

DESCRIPTION OF THE SITE

THE LAND REFERRED TO HEREIN BELOW IS SITUATED UPLAND, IN THE

COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

THAT PORTION OF PARCEL 2 OF PARCEL MAP NO. 17791, IN THE CITY OF

UPLAND, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 214, PAGES 89 AND 90 OF PARCEL MAPS, RECORDS OF SAID COUNTY.

EXCEPTING THEREFROM A PORTION OF LAND DESCRIBED IN THE
QUITCLAIM DEED RECORDED JULY 21, 2017 AS INSTRUMENT NO. 2017-0296833 OF OFFICIAL RECORDS.

APN: 1046-381-12-0-000

Page 49 of 72 ends

46708.00807\34817203.5

B-1

EXHIBIT B

DESCRIPTION OF THE FACILITY
 City Hall
 Main Library
 Carnegie Library

Page 50 of 72 ends

46708.00807\34817203.5

C-1

EXHIBIT C

SCHEDULE OF LEASE PAYMENTS
Lease
Payment Date
Principal
Component Coupon
Interest
Component
Debt
Service
Annual
Debt Service
10/1/2022 $1,113,254 1.92% $187,027 $1,300,281
4/1/2023 - 188,513 188,513 $1,488,793
10/1/2023 1,139,603 1.92 188,513 1,328,116
4/1/2024 - 177,573 177,573 1,505,689
10/1/2024 1,159,365 1.92 177,573 1,336,938
4/1/2025 - 166,443 166,443 1,503,380
10/1/2025
1,185,714 1.92 166,443 1,352,157
4/1/2026 - 155,060 155,060 1,507,217
10/1/2026 1,205,476 1.92 155,060 1,360,536
4/1/2027 - 143,487 143,487 1,504,023
10/1/2027 1,231,825 1.92 143,487 1,375,313
4/1/2028 - 131,662 131,662 1,506,974
10/1/2028 1,258,175 1.92 131,662 1,389,836
4/1/2029 - 119,583 119,583 1,509,420
10/1/2029 1,277,937 1.92 119,583 1,397,520
4/1/2030 - 107,315 107,315 1,504,835
10/1/2030 1,304,286 1.92 107,315 1,411,601
4/1/2031 - 94,794 94,794 1,506,395
10/1/2031 1,330,635 1.92 94,794 1,425,429
4/1/2032 - 82,020 82,020 1,507,449
10/1/2032 1,356,984 1.92 82,020 1,439,004
4/1/2033 - 68,993 68,993 1,507,997
10/1/2033 1,383,333 1.92 68,993 1,452,326
4/1/2034 - 55,713 55,713 1,508,039
10/1/2034 1,409,683 1.92 55,713 1,465,395
4/1/2035 - 42,180 42,180 1,507,575
10/1/2035 1,436,032 1.92 42,180 1,478,212
4/1/2036 - 28,394 28,394 1,506,605
10/1/2036 1,462,381 1.92 28,394 1,490,775
4/1/2037 - 14,355 14,355 1,505,130
10/1/2037 1,495,317 1.92 14,355 1,509,673
4/1/2038 - 1,509,673
TOTAL: $20,750,000 $3,339,193

$24,089,193 $24,089,193
__________________

Page 51 of 72 ends

46708.00807\34817203.5

D-1

EXHIBIT D

MEMORANDUM OF LEASE AGREEMENT

THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11929 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE.

MEMORANDUM OF LEASE AGREEMENT
This Memorandum of Lease Agreement (this “Memorandum of Lease Agreement”), is entered into April 1, 2022, by and between the CITY OF UPLAND FINANCING AUTHORITY, an a public agency existing under the laws of the State of California, as lessor (the “Authority”), and the CITY OF UPLAND, a general law city and municipal corporation duly organized and existing under the laws of the State of California, as lessee (the “City”), who agree as follows:

Section 1. The Lease. The City leases from the Authority and the Authority leases to the City, certain real property described in paragraph 2 hereof, and the improvements situated upon said real property, upon the terms and conditions, and for the term, more fully set forth in the Lease Agreement, dated April 1, 2022, by and between the Authority, as lessor, and the City, as lessee (the “Lease Agreement”), all of the provisions of which are hereby incorporated into this Memorandum of Lease Agreement by reference.

Section 2. Leased Premises; Term. The Authority leases, lets and demises unto the City and the City leases, hires and takes from the Authority, those certain parcels of real property situated in the City of Upland, State of California, more particularly described in Exhibit “A” attached hereto and made a part hereof (collectively, the “Site”), and those certain improvements on the Site, more particularly described in Exhibit “B” attached hereto and made a part hereof (the “Facility”). The Lease Agreement is for a term commencing on the Closing Date and ending on October 1, 2037, or such earlier or later date on which the Lease Payments (as defined in the Lease Agreement) are paid in full or provision has been made for such payment in accordance with the Lease Agreement.

Section 3. Provisions Binding on Successors and Assigns. Subject to the provisions of the Lease Agreement relating to assignment and subletting, the Lease Agreement shall inure to the benefit of and shall be binding upon the Authority and the City and their respective successors and assigns, including the Authority.

Section 4. Purpose of Memorandum. This Memorandum of Lease Agreement is prepared for the purpose of recordation, and it in no way modifies the provisions of the Lease Agreement.

Section 5. Execution. This Memorandum of Lease Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

Page 52 of 72 ends

46708.00807\34817203.5

D-2

IN WITNESS WHEREOF, the Authority has caused this Memorandum of Lease Agreement to be executed in its corporate name by its duly authorized officers; and the City has caused this Memorandum of Lease Agreement to be executed in its name by its duly authorized officers, as of the date first above written.

CITY OF UPLAND FINANCING

AUTHORITY
By
Michael Blay, Executive Director
ATTEST:

Stephen Parker, Assistant Executive Director

CITY OF UPLAND
By
Michael Blay, City Manager
ATTEST:

Stephen Parker, Assistant City Manager

Page 53 of 72 ends

46708.00807\34817203.5

D-3

Exhibit “A”

THE LAND REFERRED TO HEREIN BELOW IS SITUATED UPLAND, IN THE

COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

THAT PORTION OF PARCEL 2 OF PARCEL MAP NO. 17791, IN THE CITY OF

UPLAND, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 214, PAGES 89 AND 90 OF PARCEL MAPS, RECORDS OF SAID COUNTY.

EXCEPTING THEREFROM A PORTION OF LAND DESCRIBED IN THE
QUITCLAIM DEED RECORDED JULY 21, 2017 AS INSTRUMENT NO. 2017-0296833 OF OFFICIAL RECORDS.

APN: 1046-381-12-0-000

Page 54 of 72 ends

46708.00807\34817203.5

D-4

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

STATE OF CALIFORNIA )
)
COUNTY OF ________________ )
On ___________________, before me, _____________________________, a Notary Public, personally appeared _____________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature _____________________________ (Seal)

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.

DESCRIPTION OF ATTACHED DOCUMENT
Title or Type of Document:

Document Date: Number of Pages:

Signer(s) Other Than Names Above:

Capacity(ies) Claimed by Signer
Signer’s Name:

Individual
Corporate Officer – Title(s):

Partner -- Limited General
Attorney in Fact
Trustee
Guardian or Conservator
Other:

Signer(s) Other Than Named Above

Page 55 of 72 ends

46708.00807\34817203.5

D-5

$20,750,000

LEASE AGREEMENT
dated April 1, 2022,
by and between the
City of Upland Financing Authority, as Sublessor, and
the City of Upland, California, as Sublessee,

CERTIFICATE OF ACCEPTANCE OF LEASE AGREEMENT
This is to certify that the interest in real property conveyed by the Lease Agreement, dated April 1, 2022, from the City of Upland Financing Authority, as sublessor, to the City of Upland, California, as sublessee (the “City”), as evidenced by the Memorandum of Lease Agreement recorded concurrently herewith, is hereby accepted by the undersigned officer on behalf of the City pursuant to authority conferred by resolution of the City Council of the City adopted on April 11, 2022, and the sublessee consents to recordation thereof by its duly authorized officer.

Dated as of April 11, 2022

CITY OF UPLAND
By
Michael Blay
City Manager

Page 56 of 72 ends

46708.00807\34817217.4

1 ASSIGNMENT AGREEMENT
This ASSIGNMENT AGREEMENT, dated April 1, 2022 (this “Assignment Agreement”), is among the CITY OF UPLAND FINANCING AUTHORITY, a joint exercise of powers authority duly organized and existing under the laws of the State of California (the “Authority”), the CITY OF UPLAND WATER AND SEWER FUNDS, and its successors and assigns (in its capacity as assignee, the “Assignee” or “Purchasing Funds”) and the CITY OF UPLAND (the “City”).

B A C K G R O U N D :

1. In order to enable the City to refinance a portion of the General Fund’s share of the City’s unfunded accrued liability (“UAL”) with California Public Employees’ Retirement System, the City is leasing the real property (the “Leased Property”) more particularly described in a Site Lease dated April 1, 2022 (the “Site Lease”), whereby the City is lessor and the Authority is lessee, and the Authority is leasing the Leased Property back to the City pursuant to a Lease Agreement dated April 1, 2022 (the “Lease”), between the Authority as sublessor and the City as sublessee.

Under the Lease, the City is obligated to pay annual lease payments (the “Lease Payments”) to the Authority in consideration of such lease.

2. The Authority wishes to assign its rights under the Lease, including but not limited to its right to receive and enforce the Lease Payments, to the Assignee.

A G R E E M E N T :

In consideration of the material covenants contained in this Assignment Agreement, the parties hereto hereby formally covenant, agree and bind themselves as follows:

SECTION 1. Defined Terms. All capitalized terms not otherwise defined herein have the respective meanings given those terms in the Lease.

SECTION 2. Assignment. The Authority hereby assigns to the Assignee all of the Authority’s rights under the Lease (excepting only the Authority’s rights under Sections 5.12, 7.03 and 8.04 of the Lease) (the “Assigned Rights”), including but not limited to:
(a) the right to receive and collect all of the Lease Payments from the City under the Lease,
(b) the right to receive and collect any proceeds of any insurance maintained thereunder with respect to the Leased Property, or any eminent domain award (or proceeds of sale under threat of eminent domain) paid with respect to the Leased Property, and (c) the right to exercise such rights and remedies conferred on the Authority under the Lease as may be necessary or convenient (i) to enforce payment of the Lease Payments and any amounts required to be applied to the prepayment of the Lease Payments, or (ii) otherwise to protect the interests of the Assignee in the event of a default by the City under the Lease, which rights and remedies may be exercised by the Assignee.

Page 57 of 72 ends

46708.00807\34817217.4

2 The assignment made under this Section 2 is absolute and irrevocable, and without recourse to the Authority. The assignment is evidenced by promissory notes which are attached hereto as Appendix A and by this reference herein incorporated.

SECTION 3. Acceptance.
(a) The Authority hereby acknowledges that the purchase price of $20,750,000 has been paid by the Purchasing Funds.
(b) The Authority, for good and valuable consideration, the receipt of which is hereby acknowledged, does hereby sell, assign and transfer to the Purchasing Funds, irrevocably and absolutely, without recourse, all of its right, title and interest in and to the Lease Agreement, including, without limitation, the right to receive the Lease Payments to be paid by the City under and pursuant to the Lease Agreement; provided, however, that the Authority shall retain the rights under the Lease Agreement to indemnification and payment for any costs and expenses. This assignment is irrevocable and absolute and is immediately effective. (c) The Assignee hereby accepts the assignments made herein for the purpose of securing the payments due under the Lease to, and the rights under the Lease of, the Authority.

SECTION 4. Consideration; Deposit of Funds. In consideration of the assignment to the Assignee of the Lease Payments and certain other rights of the Authority under Section 2, the Assignee hereby agrees to deposit the amount of $20,497,520.42 with the CalPERS in accounts designated CalPERS ID: 1005915265 for the City of Upland.

SECTION 5. Representations. (a) The Authority represents and warrants to the Assignee that:
(a) Enforceability of Assignment Agreement. The Authority has the power, authority, and legal right to execute, deliver and perform this Assignment Agreement, and this Assignment Agreement is a valid, binding, and enforceable obligation of the Authority, except as such enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights generally and by the application of equitable principles; and (b) Marketable Title. Good and marketable title to the rights assigned hereunder has been duly vested in the Assignee free and clear of any liens, security interests, encumbrances or other claims other than the rights of the City under the Lease, and the Authority has not assigned or transferred any of the rights assigned hereunder or any interest in the rights assigned hereunder to any party other than the Assignee.
(c) Neither the execution and delivery of this Assignment Agreement, nor the fulfillment of or compliance with the terms and conditions hereof, nor the consummation of the transactions contemplated hereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Authority is now a party or by which the Authority is bound.
(d) Each of the City and the Authority acknowledges and agrees that the Purchasing Funds is acting and has acted solely as lender for its own loan account and not as a fiduciary for

Page 58 of 72 ends

46708.00807\34817217.4

3 the City or the Authority and is not acting as a broker, dealer, municipal advisor or municipal securities underwriter in connection with the execution or delivery of the Lease Agreement, or this Assignment Agreement or any documents relating thereto.

SECTION 6. Covenants.
(a) Nonimpairment of Lease. The Authority agrees that it (1) shall not have any right to amend, modify, compromise, release, terminate or permit prepayment of the Lease, and (2) shall not take any action that may impair the payment of Lease Payments or the validity or enforceability of the Lease.
(b) Lease Payments. If the Authority receives any Lease Payments, then the Authority shall receive such payments in trust for the Assignee and shall immediately deliver the same to the Assignee in the form received, duly endorsed by the Authority for deposit by the Assignee.

SECTION 7. Restriction on Transfers. The Assignee shall not have the right to assign, transfer or convey the Lease or any interest therein or portion thereof.

SECTION 8. Expenses. The fees and disbursements of Special Counsel, the fees and disbursements of the financial advisor to the City or the Authority, fees of Assignee’s counsel and other miscellaneous expenses of the City or the Authority incurred in connection with the offering and delivery of the Lease shall all be the obligation of the Authority. The Assignee shall not have any responsibility for any expenses associated with the Lease, including, but not limited to, the expenses identified above as the obligation of the Authority.

SECTION 9. Release and Indemnification. The City shall, to the extent permitted by law, indemnify and save the Assignee, and its respective officers, agents, directors and employees, harmless from and against all claims, losses, liabilities, costs, expenses and damages, including legal fees and expenses, arising out of (a) the use, maintenance, condition or management or operation of, or from any work or thing done on, the Leased Property by the City, including injury or damages to any persons or property arising therefrom, (b) any breach or default on the part of the City in the performance of any of its obligations under the Lease Agreement, or (c) any act of negligence of the City or the Authority or of any of their agents, contractors, servants, employees or licensees with respect to the Leased Property. No indemnification is made under this Section for willful misconduct or negligence by Assignee or its officers, agents, directors or employees.

The provisions of this Section shall continue in full force and effect, notwithstanding the termination of the Term of the Lease Agreement for any reason.

SECTION 10. Conditions to Assignee Performance. The Assignee hereby enters into this Assignment Agreement in reliance upon its own due diligence and the representations and warranties of the City contained herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the City and the Authority of their respective obligations both on the Closing Date. Accordingly, the obligations of the Assignee under this Assignment Agreement to purchase and to accept the assignment of Lease hereunder shall be subject, at the option of the Assignee, to the accuracy in all material respects of the representations and warranties of the City contained herein as of the date hereof, to the accuracy in all material respects of the statements of the officers and other

Page 59 of 72 ends

46708.00807\34817217.4

4 officials of the City and the Authority made in any certificate or document furnished pursuant to the provisions of the Lease Agreement or hereof, to the performance by the City and the Authority of their respective obligations to be performed hereunder and under the Lease Agreement, at or prior to the Closing Date, and also shall be subject to such additional legal opinions, certificates, proceedings, instruments and other documents as counsel to the Assignee or the Assignee may reasonably request to evidence the truth and accuracy, as of the Closing Date, of the representations contained herein and the due performance or satisfaction by the City at or prior to such time of all agreements then to be performed and all conditions then to be satisfied.

SECTION 11. Execution in Counterparts. This Assignment Agreement may be executed in any number of counterparts, each of which is an original and all together constitute one and the same agreement. Separate counterparts of this Assignment Agreement may be separately executed by the Assignee, the Authority and the City, both with the same force and effect as though the same counterpart had been executed by the Assignee, the Authority and the City.

SECTION 12. Binding Effect. This Assignment Agreement inures to the benefit of and binds the Authority and the Assignee, and their respective successors and assigns, subject, however, to the limitations contained herein.

SECTION 13. Fees and Costs. The Authority agrees to pay, or cause the City to pay all fees and costs relating to this Assignment Agreement, the Lease Agreement and any related transactions including financial advisory fees, Bond Counsel fees, fees of the Assignee’s counsel or any other fees and costs in connection with this transaction.

SECTION 14. Governing Law. This Assignment Agreement is governed by the laws of the State of California.
[Signatures on following page.]

Page 60 of 72 ends

46708.00807\34817217.4

S-1

IN WITNESS WHEREOF, the parties have executed this Assignment Agreement by their duly authorized officers as of the day and year first written above.

CITY OF UPLAND FINANCING

AUTHORITY
By:

Michael Blay, Executive Director

CITY OF UPLAND WATER AND SEWER
FUNDS, as Assignee
By:

Michael Blay, City Manager
CITY OF UPLAND, as City
By:

Michael Blay, City Manager

Page 61 of 72 ends

46708.00807\34817217.4

APPENDIX A

PROMISSORY NOTES

Page 62 of 72 ends

46708.00807\34817246.4

-1-

THE CITY OF UPLAND FINANCING AUTHORITY
$15,750,000 April 1, 2022
Upland, California
For value received, CITY OF UPLAND FINANCING AUTHORITY, a joint powers public financing authority (“Maker”), pursuant to the provisions of this Promissory Note (“Note”), promises to pay to the CITY OF UPLAND WATER FUND, as defined in the Assignment Agreement (the “Assignment Agreement”), dated April 1, 2022 (“Holder”), or order, at 460 North Euclid Avenue, Upland, CA 91785-0460, or such other place as the Holder of this Note may from time to time determine, the amount of Fifteen Million Seven Hundred Fifty Thousand Dollars ($15,750,000), in accordance with the terms of this Note. This Note is secured by an assignment to Holder of the Maker’s right to receive the lease payments due under that certain Lease Agreement dated of even date herewith made between Maker and the City of Upland (“Lease Agreement”) and evidences the assignment of the payment to the Purchasing Funds as described in the Assignment Agreement.

1. Terms and Conditions of Payment.

1.1 Interest. The principal balance of this Note, outstanding from time to time, shall bear at the rate of one and ninety-two one hundredths percent (1.92%) per annum, commencing on April 12, 2022. Interest shall be computed on the basis of a year consisting of 360 days and twelve 30-day months. No amount shall be payable hereunder unless all conditions for the close of escrow have been satisfied under the Lease Agreement.

1.2 Payments.

1.2.1 Annual Note Payments. Commencing on October 1, 2022, and continuing until the Maturity Date (as defined below), annual note payments due on October 1 of each year in the amounts set forth on the attached Schedule 1 incorporated herein shall be due by Maker under this Note (each, a “Note Payment”). Payment is subject to deferral as set out in the Lease Agreement. All payments made under this Note shall be payable in lawful money of the United States of America.

1.2.2 Balance on Maturity Date. The final Note Payment under this Note shall be due and payable on the date that is October 1, 2037 (the “Maturity Date”).

2. Prepayment. Maker shall have the right to prepay this Note on any date by well and truly paying the principal amount owing hereunder with interest accrued to the date of prepayment, without penalty or premium.

3. Late Charge. In the event Maker should fail to make any of the payments due under this Note, the payment in default shall continue as an obligation of Maker until the amount in default shall have been fully paid, and Maker agrees to pay the same with interest thereon, from 30 days after the date of default to the date of payment, at the rate of 4.00% per annum.

4. Security. This Note is secured by an assignment to Holder of the right by Maker to receive certain installment payments under the Installment Agreement.

Page 63 of 72 ends

46708.00807\34817246.4

-2-

5. Nonrecourse. Holder agrees that it will look solely to the Lease Agreement as collateral hereunder to secure the repayment of the indebtedness evidenced hereby. No other property or assets of Maker, or any agency, city, partner, member, or principal of Maker, shall be subject to levy, execution or other enforcement procedure for the satisfaction of the remedies of Holder, or for any payment required to be made under this Note or any other documents related to this Note.

Holder acknowledges that Maker’s revenue is limited to funding provided by the City of Upland Pension Benefits Fund, and that the City funding contributions to Maker are limited solely to income and revenue received by the City from the purchase and sale of property and the moneys appropriated under the Lease Agreement. Maker’s obligation to pay on this Note is a special obligation limited solely to the revenue from these city funding contributions. This Note does not constitute a general pledge of the faith and credit of the Maker, but rather is a special limited obligation of Maker payable solely from the funds provided to Maker from its member cities. Neither the credit nor the taxing power of the Agency is pledged to the payment of the annual payments on this Note and no Holder will have any right to demand payment by the Maker out of any funds or revenue other than funds provided to Maker from the City of Upland.

6. Default. The failure by Maker to make any payment due under this Note within thirty (30) days after written notice from Holder shall be deemed an “Event of Default” under this Note.

7. Remedies Upon Default. Upon the occurrence of an Event of Default under this Note, Holder’s sole and exclusive remedy, in lieu of any other remedies available to Holder at law or in equity, shall be as set forth in Section 9.02 of the Lease Agreement. Holder shall not have the right at any time to accelerate any payments due in the future under this Note.

8. Miscellaneous.

8.1 Notices. All notices, demands, consents, requests or other communications required to or permitted to be given pursuant to this Agreement shall be in writing, shall be given only in accordance with the provisions of this Section, shall be addressed to the parties in the manner set forth below, and shall be conclusively deemed to have been properly delivered:
(a) upon receipt when hand delivered during normal business hours (provided that notices which are hand delivered shall not be effective unless the sending party obtains a signature of a person at such address that the notice has been received); (b) upon receipt when sent by facsimile to the number set forth below (provided, however, that notices given by facsimile shall not be effective unless the sending party delivers the notice also by one other method permitted under this Section); (c) upon the day of delivery if the notice has been deposited in an authorized receptacle of the United States Postal Service as first-class, registered or certified mail, postage prepaid, with a return receipt requested (provided that the sender has in its possession the return receipt to prove actual delivery); or (d) one (1) business day after the notice has been deposited with either FedEx or United Parcel Service to be delivered by overnight delivery (provided that the sending party receives a confirmation of actual delivery from the courier).

Page 64 of 72 ends

46708.00807\34817246.4

-3-

If to the Authority: City of Upland Financing Authority 460 North Euclid Avenue,
P.O. Box 460
Upland, CA 91785-0460
Attn: Executive Director

8.2 Each party shall make an ordinary, good faith effort to ensure that it will accept or receive notices that are given in accordance with this Section, and that any person to be given notice actually receives such notice. Any notice to a party which is required to be given to multiple addresses shall only be deemed to have been delivered when all of the notices to that party have been delivered pursuant to this Section. If any notice is refused, the notice shall be deemed to have been delivered upon such refusal. Any notice delivered after 5:00 p.m. (recipient’s time) or on a non-business day shall be deemed delivered on the next business day. Notices delivered by electronic mail shall not be deemed properly delivered, even if the electronic mail addresses of the parties appear above or otherwise provided for convenience. A party may change or supplement the addresses given above, or designate additional addressees, for purposes of this Section by delivering to the other party written notice in the manner set forth above.

8.3 Governing Law. The terms of this Note were negotiated in the State of California and it is understood and agreed that the legality, enforcement and construction of this Note shall be governed by California law applicable to agreements made in California.

8.4 Successor Interests/No Transfer or Sale of Note. The terms of this Note shall be binding upon Maker its heirs, personal representatives, successors and assigns, and shall inure to the benefit of Holder and its successors and assigns. Neither this Note nor any fractional interest in this Note may be sold or transferred.

8.5 Severability. If a court of competent jurisdiction or arbitration tribunal finds any provision in this Note to be invalid, such invalidity shall not affect the remainder of the Note. In such event, the invalid provision shall be deemed severed therefrom and the remainder of the Note shall remain enforceable in accordance with its terms and of full force and effect.

8.6 Weekends and Holidays. Whenever any payment to be made under this Note is due on a Saturday, Sunday, or public holiday, such payment may be made on the next succeeding business day, and such extension of time shall be included in computing interest in connection with such payment.
(Signature page follows)

Page 65 of 72 ends

46708.00807\34817246.4

S-1

IN WITNESS WHEREOF, Maker, on the day and year first above written, has caused this Note to be duly executed.

MAKER:

CITY OF UPLAND FINANCING
AUTHORITY, a joint powers authority created
by the City of Upland and the City of Upland
Parking Authority
By:

Name:

Title:

Date:

-Signature Page-
Note

Page 66 of 72 ends

46708.00807\34817246.4

Schedule 1

SCHEDULE 1
Payment Schedule
Lease
Payment Date
Principal
Component Coupon
Interest
Component
Debt
Service
Annual
Debt Service
10/1/2022 $845,000 1.920% $153,720 $998,720
4/1/2023 143,088 143,088 $1,141,808
10/1/2023 865,000 1.920 143,088 1,008,088
4/1/2024 134,784 134,784 1,142,872
10/1/2024 880,000 1.920 134,784 1,014,784
4/1/2025 126,336 126,336 1,141,120
10/1/2025 900,000 1.920 126,336 1,026,336
4/1/2026 117,696 117,696 1,144,032
10/1/2026 915,000 1.920 117,696 1,032,696
4/1/2027 108,912 108,912 1,141,608
10/1/2027 935,000 1.920 108,912 1,043,912
4/1/2028 99,936 99,936 1,143,848
10/1/2028 955,000 1.920 99,936 1,054,936
4/1/2029 90,768 90,768 1,145,704
10/1/2029 970,000 1.920 90,768 1,060,768
4/1/2030 81,456 81,456 1,142,224
10/1/2030 990,000 1.920 81,456 1,071,456
4/1/2031 71,952 71,952 1,143,408
10/1/2031 1,010,000 1.920 71,952 1,081,952
4/1/2032 62,256 62,256 1,144,208
10/1/2032 1,030,000 1.920 62,256 1,092,256
4/1/2033 52,368 52,368 1,144,624
10/1/2033 1,050,000 1.920 52,368 1,102,368
4/1/2034 42,288 42,288 1,144,656
10/1/2034 1,070,000 1.920 42,288 1,112,288
4/1/2035 32,016 32,016 1,144,304
10/1/2035 1,090,000 1.920 32,016 1,122,016
4/1/2036 21,552 21,552 1,143,568
10/1/2036 1,110,000 1.920 21,552 1,131,552
4/1/2037 10,896 10,896 1,142,448
10/1/2037 1,135,000 1.920 10,896 1,145,896
4/1/2038 1,145,896
TOTAL: $15,750,000 $2,546,328 $18,296,328 $18,296,328

Page 67 of 72 ends

46708.00812\34966255.2

-1-

THE CITY OF UPLAND FINANCING AUTHORITY
$5,000,000 April 1, 2022
Upland, California
For value received, CITY OF UPLAND FINANCING AUTHORITY, a joint powers public financing authority (“Maker”), pursuant to the provisions of this Promissory Note (“Note”), promises to pay to the CITY OF UPLAND SEWER FUND, as defined in the Assignment Agreement (the “Assignment Agreement”), dated April 1, 2022 (“Holder”), or order, at 460 North Euclid Avenue, Upland, CA 91785-0460, or such other place as the Holder of this Note may from time to time determine, the amount of Five Million Dollars ($5,000,000 ), in accordance with the terms of this Note. This Note is secured by an assignment to Holder of the Maker’s right to receive the lease payments due under that certain Lease Agreement dated of even date herewith made between Maker and the City of Upland (“Lease Agreement”) and evidences the assignment of the payment to the Purchasing Funds as described in the Assignment Agreement.

1. Terms and Conditions of Payment.

1.2 Payments.

1.2.2 Balance on Maturity Date. The final Note Payment under this Note shall be due and payable on the date that is October 1, 2037 (the “Maturity Date”).

4. Security. This Note is secured by an assignment to Holder of the right by Maker to receive certain installment payments under the Installment Agreement.

Page 68 of 72 ends

46708.00812\34966255.2

-2-

6. Default. The failure by Maker to make any payment due under this Note within thirty (30) days after written notice from Holder shall be deemed an “Event of Default” under this Note.

8. Miscellaneous.

Page 69 of 72 ends

46708.00812\34966255.2

-3-

If to the Authority: City of Upland Financing Authority 460 North Euclid Avenue,
P.O. Box 460
Upland, CA 91785-0460
Attn: Executive Director

Page 70 of 72 ends

46708.00812\34966255.2

S-1

IN WITNESS WHEREOF, Maker, on the day and year first above written, has caused this Note to be duly executed.

MAKER:

CITY OF UPLAND FINANCING
AUTHORITY, a joint powers authority created
by the City of Upland and the City of Upland
Parking Authority
By:

Name:

Title:

Date:

-Signature Page-
Note

Page 71 of 72 ends

46708.00812\34966255.2

Schedule 1

SCHEDULE 1
Payment Schedule
Lease
Payment Date
Principal
Component Coupon
Interest
Component
Debt
Service
Annual
Debt Service
10/1/2022 $268,254 1.920% $45,067 $313,321
4/1/2023 - 45,425 45,425 $358,745
10/1/2023 274,603 1.920 45,425 320,028
4/1/2024 - 42,789 42,789 362,817
10/1/2024 279,365 1.920 42,789 322,154
4/1/2025 - 40,107 40,107 362,260
10/1/2025 285,714 1.920 40,107 325,821
4/1/2026 - 37,364 37,364 363,185
10/1/2026 290,476 1.920 37,364 327,840
4/1/2027 - 34,575 34,575 362,415
10/1/2027 296,825 1.920 34,575 331,401
4/1/2028 - 31,726 31,726 363,126
10/1/2028 303,175 1.920 31,726 334,900
4/1/2029 - 28,815 28,815 363,716
10/1/2029 307,937 1.920 28,815 336,752
4/1/2030 - 25,859 25,859 362,611
10/1/2030 314,286 1.920 25,859 340,145
4/1/2031 - 22,842 22,842 362,987
10/1/2031 320,635 1.920 22,842 343,477
4/1/2032 - 19,764 19,764 363,241
10/1/2032 326,984 1.920 19,764 346,748
4/1/2033 - 16,625 16,625 363,373
10/1/2033 333,333 1.920 16,625 349,958
4/1/2034 - 13,425 13,425 363,383
10/1/2034 339,683 1.920 13,425 353,107
4/1/2035 - 10,164 10,164 363,271
10/1/2035 346,032 1.920 10,164 356,196
4/1/2036 - 6,842 6,842 363,037
10/1/2036 352,381 1.920 6,842 359,223
4/1/2037 - 3,459 3,459 362,682
10/1/2037 360,317 1.920 3,459 363,777
4/1/2038 363,777
TOTAL: $5,000,000 $804,625 $5,804,625 $5,804,625

Page 72 of 72 ends

Item No. 12.A

SPECIAL FINANCE COMMITTEE MEETING
MARCH 30, 2022
**********

CONCLUSION/ACTION SUMMARY

CALL TO ORDER AND ROLL CALL

In attendance: Committee Chair Elliott, Committee Member Garcia, Treasurer Bradley, Advisory Members Leon, Moore, Teders, and Webb. Assistant City Manager Parker.

1) ORAL COMMUNICATIONS

None.

3) PROPOSED CFD 2003-2 BOND REFINANCE FOR SAVINGS, Assistant City Manager Parker discussed an opportunity for refunding CFD Bonds already in place at The Colonies at San Antonio and introduced Municipal Advisor Julio Morales with Urban Futures, Inc. Mr. Morales discussed the refunding further and introduced the Proposed Placement Agent Jeff Land with Oppenheimer.

Mr. Land and Mr. Morales shared information about the proposed refunding and answered questions from the Committee. It was clarified that this was not an obligation of the City, but the efforts the City was making to refi nance the CFD bonds would result in an annual savings of approximately $600 per year for the affected property owners.

Chair Elliott requested that when presented to City Council, the fiscal impact section would clarify that the transaction fees incurred by the City shall be paid from the proceeds of the bonds. Chair Elliott made a motion to approve staff’s recommendation, seconded by Committee Member Garcia. The Committee unanimously approved staff’s recommendation.

Page 1 of 3 ends

Special Finance Committee Meeting
March 30, 2022
4:00 P M
Carnegie Building, 123 East D Street
***************

1.O R A L C O MMUNI C AT I O NS

2.P R O P O S E D C F D 2003-2 B O ND R E F I NA NC E F O R S AV I NG S NOT E: A ll Agenda items and back-up materials are available for public review at the U pland P ublic Library, downstairs reference desk at 450 N orth E uclid Avenue, the C ity C lerk's O ffice at 460 N orth E uclid Avenue and the C ity website at www.uplandca.gov .

I n compliance with the A mericans with D isabilities Act, if you need special assistance to participate in this meeting, please contact the C ity C lerk's Office at 909.931.4120. N otification 48 hours prior to the meeting will enable the C ity to make reasonable arrangements to ensure accessibility to this meeting. [28 C F R

35.102-35.104 A DA Title I I ]

P O S T I N G S T A T E M E N T : O n M a rch 24, 2022, a t ru e a n d co rre ct co p y o f t hi s a g e nd a w a s p o s t e d a t 123 E . D S t re e t (C a rne g i e B u i l d i ng ), o n t he b ul l e t i n b o a rd s a t 450 N . E ucl i d A ve nue (U p l a n d P ub l i c L i b ra ry), 4 6 0 N . E u cl i d Ave n u e (U p l a nd C i t y H a l l ), a n d o n t he C i t y's w e b s i t e a t w w w.u p l a nd ca .g o v

Page 2 of 3 ends

The full packet for the Special Finance
Committee meeting can be viewed on our
website at:

https://uplandca.gov/finance-committee

You may also view the video of the meeting at:

https://uplandca.gov/council-meeting-
broadcasts

(choose the tab for “other archived meetings”
to locate the meeting video)

Page 3 of 3 ends

S T A F F R E P O R T
I T E M N O . 13.A .

D A T E :A p ril 1 1, 2 02 2
T O :M A YO R A N D C I T Y C O U N C I L
F R O M : M I C H A E L B L A Y, C I T Y M A N A G E R P R E P A R E D B Y : B R A D E N Y U, P U B L I C W O R K S D I R E C TO R S U B J E C T :D I S C U S S I O N O F P R O P O S E D C A N D I D A T E S TO F I L L

U N S C H E D U L E D V A C A N C Y O N T H E S A N A N TO N I O W A T E R

C O M PA N Y B O A R D & W E S T E N D C O N S O L I D A T E D W A T E R C O M PA N Y

B O A R D O F D I R E C TO R S

R E C O M M E N D E D A C T I O N
I t is rec om m en d ed th at t he C it y C oun cil d iscu ss p rop os ed c an d id ates t o fil l t h e un sched uled vacan cy to th e S an A ntonio W ater C om p an y B oard of D irect ors an d for t he Wes t E n d C on solid ated Water C om p any B oard of D irectors.

G O A L S T A T E M E N T
Th e p rop osed action s up p orts th e C it y’s strateg ic efforts to m ai nt ain reasonab le w ater rates b y d evelop ing a lon g -t erm s yst em at ic strateg y to d evelop faci li ti es in n eed of im p rovem en t, and b y im p lem entin g m anag em en t an d finan cial controls.

B A C K G R O U N D
Th e C ity of U p l an d own s cont rolling in terest s i n t w o p rivate m ut ual w ater com p an ies : S an A n ton io Wat er C om p an y (S A W C o) (70 .66 % in terest ); and t h e W est E nd C on solid ated Water C om p an y (West E n d ) (91 .18 % in terest ). A s a sh areh old er, t he C it y is en ti tl ed t o vot e in the elections to select th e b oard of d irectors of these com p anies, w hich it d oes throug h a p roxy ap p oin ted b y the C ity C ou ncil. B ecause th e C ity h as a controlling in terest in th ese com p anies, th e C i ty C ou ncil’s d irection t o i ts p roxy h as th e p ractical effect of nam in g t h e d irectors for S A W C o and West E n d . T his con trol allow s th e C ity C oun cil to ensure these com p anies take th e C ity's interests in to consid eration in th eir resp ective b u siness d ecisions.

Page 1 of 2 ends

O n M arch 8 , 20 21 , t he C i ty C oun cil ap p roved a slat e of d i rec tors that al so in cl u d ed Tom Th om as to the S an A ntonio Water C om p any B oard of D irect ors. M r. Th om as' seat was set to exp ire in 2 02 5. M r. T hom as was also in th e roll of P resid ent of th e B oard .

E xis ti ng D irect or Term E xp i rat ion
Ru d y Z un ig a 2 02 3
W ill E lliott 2 02 3
M artha G oss 2 02 3
B ill Velto 2 02 5
B ob C ab le 2 02 5
Kati Parker 2 02 5
T o m T ho mas 2025

O n Feb ru ary 1 1, 2 01 9, t he C it y C ou nc il ap p roved a sl ate of d irect ors th at i n c lu d ed Tom Th om as t o t h e West E n d C on sol id ated Wat er C om p an y B oard of D i rec tors. M r. T h om as' term w as set to exp ire in 2 02 3. M r. T hom as was in th e roll of P resid ent of th e B oard .

E xis ti ng D irect or Term E xp i rat ion
T o m T ho mas 2023
S helly Verrind er 2 02 3
J anice E lliott 2 02 5
C arlos G arcia 2 02 5
S han nan M au st 2 02 5

I S S U E S /A N A L Y S I S
W ith Tom T hom as' p as si n g on Feb ruary 26 , 20 22 , st aff is recom m en d ing th at t he C it y C oun cil con sid er a p rop os ed cand id ates i n ord er en su re th ese com p anies take th e C ity’s i n t eres ts in to con sid eration.

Th e ap p oi n t m en t p rocess for an u nsch ed u led vacan cy d i ffers from t h e p rocess d escrib ed ab ove. Th e S A W C o sh areh old ers d o n ot vote t o ap p oi n t th e rep lacem en t to fill an un sched uled vacan cy, in stead th e S A W C o B oard of D irectors will ap p oint a rep lacem en t to fill th e rem aind er of t he term . O n A p ril 19 th the S A W C o B oard of D i rec tors w il l con si d er an ap p oin tm ent to fill th e rem ain in g term of th e u nsch ed u led vacancy on th e B oard . T he C ity C ou ncil m ay p rop ose a cand id ate(s) for the B oard to consid er.

F I S C A L I M P A C T S
Th ere is n o fiscal im p act associated with th is action .

A L T E R N A T I V E S
P rovid e altern ative d irection to staff.

AT TAC HM E NT S :

Description
No Attachments Available

Page 2 of 2 ends

Upland City CouncilApril 11, 2022

Upland City Council
April 11, 2022