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06-06-2018 Agenda Backup
CITY OF SAN BERNARDINO AGENDA FOR THE JOINT REGULAR MEETING OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO ACTING AS THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY, MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO ACTING AS THE SUCCESSOR HOUSING AGENCY TO THE REDEVELOPMENT AGENCY, MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO ACTING AS THE HOUSING AUTHORITY, AND THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO ACTING AS THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY WEDNESDAY, JUNE 6, 2018 4:00 PM – CLOSED SESSION 5:00 PM – OPEN SESSION COUNCIL CHAMBER • 201 NORTH "E" STREET • SAN BERNARDINO, CA 92401 • WWW.SBCITY.ORG Virginia Marquez R. Carey Davis James Mulvihill COUNCIL MEMBER, W ARD 1 MAYOR COUNCIL MEMBER, WARD 7 Benito Barrios Andrea M. Miller COUNCIL MEMBER, W ARD 2 CITY MANAGER John Valdivia Gary D. Saenz COUNCIL MEMBER, W ARD 3 CITY ATTORNEY Fred Shorett Georgeann “Gigi” Hanna COUNCIL MEMBER, W ARD 4 CITY CLERK Henry Nickel David Kennedy COUNCIL MEMBER, W ARD 5 CITY TREASURER Bessine L. Richard COUNCIL MEMBER, W ARD 6 Welcome to a meeting of the Mayor and City Council of the City of San Bernardino. o Anyone who wishes to speak during public comment or on a particular item will be required to fill out a speaker slip. Speaker slips must be turned in to the City Clerk. You may email your request to speak to publiccomments@sbcity.org prior to 4 p.m. Each request will cover one speaker. Those who wish to speak must submit their own request to be called on by the Mayor. o There is a 3-minute-per-person time limit for all comments, excluding quasi-judicial hearings. o Written comment on any item may also be submitted to the City Clerk to be included in the meeting record. It will not be read aloud by the City Clerk. o Those who wish to speak on public or quasi-judicial hearing items will have three minutes for each item. o All who wish to speak, including Council members and staff, need to be recognized by the Mayor or Mayor Pro Tempore before speaking. o Please contact the City Clerk’s Office (384-5002) two working days prior to the meeting for any requests for reasonable accommodation to include interpreters. o All documents for public review are on file with the City Clerk’s Office or may be accessed online by going to www.sbcity.org. o Please turn off or mute your cell phone while the meeting is in session. Joint Regular Meeting Agenda June 6, 2018 Mayor and City Council of the City of San Bernardino Page 2 Printed 6/1/2018 o Call to Order Attendee Name Present Absent Late Arrived Council Member, Ward 1 Virginia Marquez Council Member, Ward 2 Benito Barrios Council Member, Ward 3 John Valdivia Council Member, Ward 4 Fred Shorett Council Member, Ward 5 Henry Nickel Council Member, Ward 6 Bessine L. Richard Council Member, Ward 7 James Mulvihill Mayor R. Carey Davis City Clerk Georgeann "Gigi" Hanna City Attorney Gary D. Saenz City Manager Andrea M. Miller CLOSED SESSION PUBLIC COMMENTS ON CLOSED SESSION ITEMS A three-minute limitation shall apply to each member of the public who wishes to address the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency. No member of the public shall be permitted to “share” his/her three minutes with any other member of the public. A. CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION (Pursuant to Government Code Section 54956.9(a) and (d)(1)): In re: City of San Bernardino, U.S. Bankruptcy Court Case No. 6:12 -bk-28006 MJ City of San Bernardino v. Xuefeng Su, et al., San Bernardino County Superior Court Case No. CIVDS 1605178 Castaneda, Juventino Tejeda, et al. v. City of San Bernardino, U.S. District Court Case No. CV-17-01928 SVW (SHKx) Andrade, Edward v. City of San Bernardino, San Bernardino County Superior Court Case No. CIVDS 1511329 Mekione Samatua, et al. v. City of San Bernardino, San Bernardino County Superior Court Case No. CIVDS 1917832 B. CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION Significant exposure to litigation – Government Code Section 54956.9(d)(2): One (1) Item Joint Regular Meeting Agenda June 6, 2018 Mayor and City Council of the City of San Bernardino Page 3 Printed 6/1/2018 C. CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION Initiation of litigation – Pursuant to Government Code Section 54956.9(d)(4): City v. Donn K. McDonald Trust City v. Raymond M. Garcia City v. Patrick C. Hsu and Wensung Hsu City v. Rainbow Investment Inc. D. PERSONNEL – Pursuant to Government Code Section 54957(b): City Manager Performance Evaluation E. CONFERENCE WITH REAL PROPERTY NEGOTIATORS – Pursuant to Government Code Section 54956.8: Property Address: 839 North Mountain View Ave, APN 0140-222-26 City Negotiator: Andrea M. Miller, City Manager Under Negotiation: Price and Terms of Purchase Property Address: 1256 Wall Ave, APN 0146-241-07 City Negotiator: Andrea M. Miller, City Manager Under Negotiation: Price and Terms of Purchase Property Address: 2355 North Ramona Ave, APN 0148-173-07 City Negotiator: Andrea M. Miller, City Manager Under Negotiation: Price and Terms of Purchase Property Address: Vacant lot on N. J Street, APN 0144-131-36 City Negotiator: Andrea M. Miller, City Manager Under Negotiation: Price and Terms of Purchase INVOCATION AND PLEDGE OF ALLEGIANCE CLOSED SESSION REPORT APPOINTMENT 1. Elected Official Compensation Commission Appointments Recommendation: Approve the appointments of Juan A. Figueroa, Charlene M. Dixon, and Gary L. Silvius to the Elected Official Compensation Commission. Joint Regular Meeting Agenda June 6, 2018 Mayor and City Council of the City of San Bernardino Page 4 Printed 6/1/2018 2. Arts and Historical Preservation Commission Appointments Recommendation: Approve the appointments of Nicholas R. Cataldo, Rick Moss, and Lynda K. Savage to the Arts and Historical Preservation Commission. 3. Public Safety and Human Relations Commission Appointment Recommendation: Approve the appointment of Mr. Walter A. Jarman to the Public Safety and Human Relations Commission. 4. Planning Commission Appointment Recommendation: Approve the appointment of Mr. Casey A. Dailey to the Planning Commission. PRESENTATIONS 5. Chamber of Commerce & Local Elected Officials Announcements PUBLIC COMMENTS FOR ITEMS LISTED AND NOT LISTED ON THE AGENDA A three-minute limitation shall apply to each member of the public who wishes to address the Mayor and City Council on any item on the agenda, excluding public hearings. There is no limit to the number of items that may be discussed within the three-minute time limit. To be called on by the Mayor, please turn in individual speaker slips to the City Clerk by 5:00 p.m. the day of the meeting. If you wish, you may email your speaking request to publiccomments@sbcity.org prior to the beginning of the meeting. Emailed requests to speak will not be accepted from anyone but the person requesting to speak. CONSENT CALENDAR There will be no separate discussion of Consent Calendar items unless a Council member requests that the item be considered in its normal sequence on the agenda. Public comment on Consent Calendar items is limited to three minutes total per person. There is no limit on the items that can be discussed within that time. 6. Waive Full Reading of Resolutions and Ordinances Recommendation: Waive full reading of Resolutions and Ordinances on the agenda dated June 6, 2018. 7. City Council Approval of Commercial and Payroll Checks Recommendation: Approve the commercial and payroll checks for May 2018. Joint Regular Meeting Agenda June 6, 2018 Mayor and City Council of the City of San Bernardino Page 5 Printed 6/1/2018 8. City Council Approval of Draft Minutes Recommendation: Approve the minutes of the Mayor and City Council Special Meetings of May 14, 2018, May 17, 2018, May 29, 2018, and May 30, 2018 and Regular Meeting of May 16, 2018. 9. Consultant Services Agreement with Annie Clark for accounting services Recommendation: Adopt Resolution No. 2018-144 of the Mayor and City Council of the City of San Bernardino, California, authorizing the execution of a Consultant Services Agreement between the City of San Bernardino and Annie Clark for accounting consultant services and authorize the City Manager or her designee to execute the agreement. 10. Vendor Services Agreement with Urban Futures, Inc. for Redevelopment Wind-Down Services Recommendation: Adopt Resolution No. 2018-145 of the Mayor and City Council, of the City of San Bernardino, California, in its capacity as the Successor Agency to the Redevelopment Agency, approving the FY 2018-19 Vendor Services Agreement between the Successor Agency to the Redevelopment Agency of the City of San Bernardino and Urban Futures, Inc., and certain related actions. 11. First Amendment to Agreement with Econolite for Purchase of Traffic Signal Materials and Supplies Recommendation: Adopt Resolution No. 2018-146 of the Mayor and City Council of City of San Bernardino, California, authorizing the execution of the First Amendment to the Agreement with Econolite to increase the Purchase Order by $40,000 for a total amount not to exceed $100,000, for the Purchase of Traffic Signa l Materials and Supplies. 12. Contract with Willowbrook Landscape Inc., for Landscape Maintenance District Area H Recommendation: Adopt Resolution No. 2018-147 of the Mayor and City Council of the City of San Bernardino, California, awarding a contract to Willowbrook Landscape Inc. for the maintenance of landscaping in various assessment districts, known as Area “H.” Joint Regular Meeting Agenda June 6, 2018 Mayor and City Council of the City of San Bernardino Page 6 Printed 6/1/2018 13. Award of Construction Contract to Truesdell Corporation of California, Inc. for Bridge and Railing Repairs Recommendation: Adopt Resolution No. 2018-148 of the Mayor and City Council of the City of San Bernardino, California, approving a construction contract with Truesdell Corporation of California, Inc., in the amount of $174,174 and authorizing a construction contingency in the amount of $17,400, for a total contract amount of $191,574;, authorizing the Finance Director to amend FY 2017/18 budget to allocate SB-1 Funds to the project; authorizing the City Manager or designee to sign all necessary documents, and authorizing the City Manager to expend the contingency fund, if necessary, to complete the project. 14. Housing-Related Parks Program (HRPP) Award – Project Change of Scope Recommendation: Adopt Resolution No. 2018-149 of the Mayor and City Council of the City of San Bernardino, California, authorizing a project change of scope for the 2015 Program Year Housing-Related Parks Program (HRPP) grant and authorizing the City Manager to take any further actions and execute any further documents as are necessary to effectuate the change of scope and accomplish its objectives. 15. Purchase and Sale Agreement for the real property located on 839 North Mountain View Avenue Recommendation: Adopt Resolution No. 2018-150 of the Mayor and City Council, of the City of San Bernardino, California, in the capacity as the Successor Agency to the Redevelopment Agency of the City of San Bernardino, approving the Purchase and Sale Agreement and Joint Escrow Instructions between the Successor Agency and Pac Inv., LLC with respect to the real property located on 839 North Mountain View Avenue, San Bernardino, California (APN 0140 -222- 26), and approving certain related actions. Joint Regular Meeting Agenda June 6, 2018 Mayor and City Council of the City of San Bernardino Page 7 Printed 6/1/2018 16. Purchase and Sale Agreement for the real property located on 2355 North Ramona Avenue Recommendation: Adopt Resolution No. 2018-151 of the Mayor and City Council, of the City of San Bernardino, California, in the capacity as the Successor Agency to the Redevelopment Agency of the City of San Bernardino, approving the Purchase and Sale Agreement and Joint Escrow Instructions between the Successor Agency and Felix Family Trust Dated 2008 with respect to the real property located on 2355 North Ramona Avenue, San Bernardino, California (APN 0148-173-07), and approving certain related actions. 17. Purchase and Sale Agreement for the real property located on 1256 Wall Avenue Recommendation: Adopt Resolution No. 2018-152 of the Mayor and City Council, of the City of San Bernardino, California, in the capacity as the Successor Agency to the Redevelopment Agency of the City of San Bernardino, approving the Purchase and Sale Agreement and Joint Escrow Instructions between the Successor Agency and Leaping Frog Investments, LLC with respect to the real property located on 1256 Wall Avenue, San Bernardino, California (APN 0146- 241-07), and approving certain related actions. 18. Purchase and Sale Agreement for the real property located on the east side of North “J” Street Recommendation: Adopt Resolution No. 2018-153 of the Mayor and City Council, of the City of San Bernardino, California, in the capacity as the Successor Agency to the Redevelopment Agency of the City of San Bernardino, approving the Purchase and Sale Agreement and Joint Escrow Instructions between the Successor Agency and Jumping Frog Investments, LLC with respect to the real property located on the east side of North “J” Street, San Bernardino, California (APN 0144-131-36), and approving certain related actions. Joint Regular Meeting Agenda June 6, 2018 Mayor and City Council of the City of San Bernardino Page 8 Printed 6/1/2018 19. Pavement Rejuvenation at Various Locations (Slurry Seal) Award of Construction Contract to Roy Allan Slurry Seal, Inc. Recommendation: Adopt Resolution No. 2018-155 of the Mayor and City Council of the City of San Bernardino, California, approving a construction contract with Roy Allan Slurry Seal, Inc. in the amount of $425,550 and authorizing a construction contingency in the amount of $42,555, for a total contract amount of $468,105; authorizing the Finance Director to amend FY 2017/18 budget to allocate SB-1 Funds to the project; authorizing the City Manager or designee to sign all necessary documents; and authorizing the City Manager to expend the contingency fund, if necessary, to complete the project. STAFF REPORTS 20. SCAG 2018 Regional Conference & General Assembly Recommendation: Receive an oral report by Mayor R. Carey Davis and Council Member Mulvihill. 21. Legislative Action Day 2018 – April 18, 2018 Recommendation: Receive an oral report by Council Member Nickel. 22. Agreement with Cannon Parkin, Inc. for Facilities Condition and Need Assessment Services and Amendment to the FY 2017/18 Budget Recommendation: Adopt Resolution No. 2018-156 of the Mayor and City Council of the City of San Bernardino, California, authorizing the execution of an Agreement with Cannon Parkin, Inc. for Facilities Condition and Need Assessment (FCNA) Services for evaluation and assessment of 176 City facilities in the amount of $890,000 and authorizing the Finance Director to amend the FY 2017/18 budget. Joint Regular Meeting Agenda June 6, 2018 Mayor and City Council of the City of San Bernardino Page 9 Printed 6/1/2018 PUBLIC HEARINGS 23. United States Department of Housing and Urban Development Fiscal Year 2018-2019 Draft Annual Action Plan for Community Development Block Grant, HOME Investment Partnerships and Emergency Solutions Grant Programs Recommendation: 1. Conduct a public hearing on the Draft United States Department of Housing and Urban Development FY 2018/19 Annual Action Plan for the City’s application of $5,037,744 in Community Development Block Grant (CDBG), Home Investment Partnerships (HOME), and Emergency Solutions Grant (ESG) programs. 2. Adopt Resolution No. 2018-157 of the Mayor and City Council of the City of San Bernardino, California, adopting the Draft United States Department of Housing and Urban Development FY 2018/19 Annual Action Plan as an application for funding under Community Development Block Grant (CDBG), Home Investment Partnerships (HOME), and Emergency Solutions Grant (ESG) programs and authorize the City Manager or her designee to take any further actions and execute any further documents as are necessary to effectuate the submittal of the Draft HUD FY 2018/19 Annual Action Plan and certification to HUD. 24. General Plan Amendment 16-07, Development Code Amendment (Zoning Map Amendment) 16-08, Conditional Use Permit 16-17, and Public Convenience or Necessity Letter 17-01 Recommendation: 1. Introduce for first reading, Ordinance No. 2018- 1495 of the Mayor and City Council of the City of San Bernardino, California, approving General Plan Amendment 16-07 and Development Code Amendment (Zoning Map Amendment) 16-08 to change the General Plan Land Use Designation from Single-Family Residential to Commercial and the Zoning District Classification from Residential Suburban (RS) to Commercial General (CG-1) of one (1) parcel (APN: 0141-222-15) containing approximately 10,000 square feet; and Joint Regular Meeting Agenda June 6, 2018 Mayor and City Council of the City of San Bernardino Page 10 Printed 6/1/2018 2. Adopt Resolution No. 2018-158 of the Mayor and City Council of the City of San Bernardino, California, adopting the Mitigated Negative Declaration, and approving Conditional Use Permit 16-17 to allow a service station, a convenience store and an express drive-thru car wash facility on two (2) parcels containing a total of approximately 0.75 acres located at 841 S. Inland Center Drive (APNs: 0141-222-15, and 26) within the Commercial General (CG-1) Zone. This Resolution includes the denial of an Alcoholic Beverage Control Type-21 (Off-Sale General) License and approval of an Alcoholic Beverage Control Type-20 (Off-Sale Beer & Wine) License in connection with Public Convenience or Necessity Letter 17-01 for the proposed convenience store; and 3. Schedule the second reading of the above Ordinance to the regularly scheduled meeting of the Mayor and City Council on June 20, 2018. 25. Public Hearing for the Fiscal Year 2018/19 Proposed Operating Budget and Capital Improvement Program Recommendation: Conduct a Public Hearing to receive public comments relative to the FY 2018/19 Proposed Operating Budget (Budget) and the FY 2018/19 Proposed Capital Improvement Program (CIP) and provide staff direction. QUASI-JUDICIAL HEARING 26. Continue Public Hearing - Appeal of Pepe’s Towing Recommendation: By mutual agreement of the parties, continue to June 20, 2018. 27. ADJOURNMENT The next joint regular meeting of the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency will be held on Wednesday, June 20, 2018 in the Council Chamber located at 201 North “E” Street, San Bernardino, California 92401. Closed Session will begin at 4:00 p.m. and Open Session will begin at 5:00 p.m. Joint Regular Meeting Agenda June 6, 2018 Mayor and City Council of the City of San Bernardino Page 11 Printed 6/1/2018 CERTIFICATION OF POSTING AGENDA I, Georgeann “Gigi” Hanna, CMC, City Clerk for the City of San Bernardino, California, hereby certify that the agenda for the June 6, 2018 regular meeting of the Mayor and City Council and the Mayor and City Council acting as the Successor Agency to the Redevelopment Agency was posted on the City’s bulletin board located in the breezeway of City Hall, 300 North “D” Street, San Bernardino, California, at the San Bernardino Public Library, and on the City’s website www.ci.san-bernardino.ca.us on Friday, June 1, 2018. I declare under the penalty of perjury that the foregoing is true and correct. Georgeann “Gigi” Hanna, CMC, City Clerk NOTICE: Any member of the public may address this meeting of the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency on any item appearing on the agenda by approaching the microphone in the Council Chamber when the item about which the member desires to speak is called and by asking to be recognized. Any member of the public desiring to speak to the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency concerning any matter not on the agenda but which is within the subject matter jurisdiction of the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency may address the body at the end of the meeting, during the period reserved for public comments. Said total period for public comments shall not exceed 60 minutes, unless such time limit is extended by the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency. A three minute limitation shall apply to each member of the public, unless such time limit is extended by the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency. No member of the public shall be permitted to “share” his/her three minutes with any other member of the public. Speakers who wish to present documents to the governing body may hand the documents to the City Clerk at the time the request to speak is made. The Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency may refer any item raised by the public to staff, or to any commission, board, bureau, or committee for appropriate action or have the item placed on the next agenda of the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency. However, no other action shall be taken nor discussion held by the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency on any item which does not appear on the agenda unless the action is otherwise authorized in accordance with the provisions of subdivision (b) of Section 54954.2 of the Government Code. Public comments will not be received on any item on the agenda when a public hearing has been conducted and closed. Appointment City of San Bernardino Request for Council Action Date: June 6, 2018 To: Honorable Mayor and City Council Members From: Andrea Miller, City Manager By: Renee Brizuela, Administrative Assistant to City Council Subject: Elected Official Compensation Commission Appointments Recommendation Respectfully request approval of commission appointments to the Elected Official Compensation Commission. Background Section 305 of the City Charter provides that the “Compensation for the Mayor and Council members shall be established by ordinance following a public hearing, giving due consideration to the recommendations of an advisory commission charged with the periodic review of compensation for City-elected officials. Compensation for the Mayor shall be commensurate with that for a full-time position. No ordinance increasing such salaries shall become effective until the date of commencement of the terms of Council members elected at the next regular election. Thereafter, the Mayor and City Council adopted San Bernardino Municipal Code Chapter 2.19 which establishes the Elected Official Compensation Advisory Commission and provides that the Commission shall consist of nine members who shall serve at the pleasure of the Mayor and City Council. Pursuant to the Municipal Code, each City Council member shall nominate one member who shall serve during and for the term of the nominating Council member, and the Mayor shall nominate two members who shall serve during and for the term of the Mayor. The following names have been submitted for consideration for appointment by the Mayor and City Council: 1.a Packet Pg. 12 Attachment: Council.Elected Official Compensation Commission Appointments. REPORT (5573 : Elected Official Compensation Commission Ward Elected Official Recommending Appointment Nominee Name 3 John Valdivia Mr. Juan A. Figueroa 6 Bessine Richard Ms. Charlene M. Dixon Mayor R. Carey Davis Mr. Gary L. Silvius 2018-2019 Goals and Objectives The proposed commission appointments align with Goal Number 5 Improving City Government Operations by implementing the city charter and appointing commissioners to the citizen advisory boards with clearly defined roles. Conclusion Approve the appointments of Mr. Juan A. Figueroa, Ms. Charlene M. Dixon and Mr. Gary L. Silvius to the Elected Official Compensation Commission. Fiscal Impact None Attachments Attachment 1 – Commission application – Mr. Juan A. Figueroa Attachment 2 – Commission application – Ms. Charlene M. Dixon Attachment 3 – Commission application – Mr. Gary L. Silvius 1.a Packet Pg. 13 Attachment: Council.Elected Official Compensation Commission Appointments. REPORT (5573 : Elected Official Compensation Commission 1.b Packet Pg. 14 Attachment: Council.Elected Official Compensation Commission Appointments.Attachment 1_Redacted (5573 : Elected Official Compensation 1.b Packet Pg. 15 Attachment: Council.Elected Official Compensation Commission Appointments.Attachment 1_Redacted (5573 : Elected Official Compensation 1.b Packet Pg. 16 Attachment: Council.Elected Official Compensation Commission Appointments.Attachment 1_Redacted (5573 : Elected Official Compensation 1.c Packet Pg. 17 Attachment: Council.Elected Official Compensation Commission Appointments.Attachment 2_Redacted (5573 : Elected Official Compensation 1.c Packet Pg. 18 Attachment: Council.Elected Official Compensation Commission Appointments.Attachment 2_Redacted (5573 : Elected Official Compensation 1.c Packet Pg. 19 Attachment: Council.Elected Official Compensation Commission Appointments.Attachment 2_Redacted (5573 : Elected Official Compensation 1.d Packet Pg. 20 Attachment: Council.Elected Official Compensation Commission Appointments.Attachment 3_Redacted (5573 : Elected Official Compensation 1.d Packet Pg. 21 Attachment: Council.Elected Official Compensation Commission Appointments.Attachment 3_Redacted (5573 : Elected Official Compensation 1.d Packet Pg. 22 Attachment: Council.Elected Official Compensation Commission Appointments.Attachment 3_Redacted (5573 : Elected Official Compensation Appointment City of San Bernardino Request for Council Action Date: June 6, 2018 To: Honorable Mayor and City Council Members From: Andrea Miller, City Manager By: Renee Brizuela, Administrative Assistant to City Council Subject: Arts and Historical Preservation Commission Appointments Recommendation Respectfully request approval of commission appointments to the Arts and Historical Preservation Commission. Background The Arts and Historical Preservation Commission was established by Resolution No. 2018-97 on April 4, 2018 and is charged with advising the Mayor, City Council and City Staff on matters pertaining to the arts, culture, and historic preservation and heritage in the City. The commission is also charged with serving in an advisory capacity to the Planning Commission in making recommendations relating to the designation, preservation and protection of historical properties. Appointees to the commission must have relevant experience or knowledge of visual, performing, literary, and multi-media arts, cultural and architectural heritage or other areas which relate to the mission and purpose of the commission. The commission is comprised of nine (9) members who serve at pleasure of the Mayor and City Council. Pursuant to Chapter 2.17 of the Municipal Code, each City Council member shall nominate one member who shall serve during and for the term of the nominating Council member, and the Mayor shall nominate two members who shall serve during and for the term of the Mayor. The following names have been submitted for consideration for appointment by the City Council: 2.a Packet Pg. 23 Attachment: Council.Arts Historical Preservation Commission Appointments. REPORT (5574 : Arts and Historical Preservation Commission Ward Elected Official Recommending Appointment Nominee Name 5 Henry Nickel Mr. Nicholas R. Cataldo 6 Bessine Richard Mr. Rick Moss 7 Jim Mulvihill Ms. Lynda K. Savage 2018-2019 Goals and Objectives The proposed commission appointment aligns with Goal Number 5 Improving City Government Operations by implementing the city charter and appointing commissioners to the citizen advisory boards with clearly defined roles. Conclusion Approve the appointments of Mr. Nicholas R. Cataldo, Mr. Rick Moss and Ms. Lynda K. Savage to the Arts and Historical Preservation Commission. Fiscal Impact None Attachments Attachment 1 – Commission application and resume – Mr. Nicholas R. Cataldo Attachment 2 – Commission application and resume – Mr. Rick Moss Attachment 3 – Commission application – Ms. Lynda K. Savage 2.a Packet Pg. 24 Attachment: Council.Arts Historical Preservation Commission Appointments. REPORT (5574 : Arts and Historical Preservation Commission 2.b Packet Pg. 25 Attachment: Council.Arts Historical Preservation Commission Appointments.Attachment 1_Redacted (5574 : Arts and Historical Preservation 2.b Packet Pg. 26 Attachment: Council.Arts Historical Preservation Commission Appointments.Attachment 1_Redacted (5574 : Arts and Historical Preservation 2.b Packet Pg. 27 Attachment: Council.Arts Historical Preservation Commission Appointments.Attachment 1_Redacted (5574 : Arts and Historical Preservation 2.b Packet Pg. 28 Attachment: Council.Arts Historical Preservation Commission Appointments.Attachment 1_Redacted (5574 : Arts and Historical Preservation 2.b Packet Pg. 29 Attachment: Council.Arts Historical Preservation Commission Appointments.Attachment 1_Redacted (5574 : Arts and Historical Preservation 2.b Packet Pg. 30 Attachment: Council.Arts Historical Preservation Commission Appointments.Attachment 1_Redacted (5574 : Arts and Historical Preservation 2.b Packet Pg. 31 Attachment: Council.Arts Historical Preservation Commission Appointments.Attachment 1_Redacted (5574 : Arts and Historical Preservation 2.c Packet Pg. 32 Attachment: Council.Arts Historical Preservation Commission Appointments.Attachment 2_Redacted (5574 : Arts and Historical Preservation 2.c Packet Pg. 33 Attachment: Council.Arts Historical Preservation Commission Appointments.Attachment 2_Redacted (5574 : Arts and Historical Preservation 2.c Packet Pg. 34 Attachment: Council.Arts Historical Preservation Commission Appointments.Attachment 2_Redacted (5574 : Arts and Historical Preservation 2.c Packet Pg. 35 Attachment: Council.Arts Historical Preservation Commission Appointments.Attachment 2_Redacted (5574 : Arts and Historical Preservation 2.c Packet Pg. 36 Attachment: Council.Arts Historical Preservation Commission Appointments.Attachment 2_Redacted (5574 : Arts and Historical Preservation 2.c Packet Pg. 37 Attachment: Council.Arts Historical Preservation Commission Appointments.Attachment 2_Redacted (5574 : Arts and Historical Preservation 2.c Packet Pg. 38 Attachment: Council.Arts Historical Preservation Commission Appointments.Attachment 2_Redacted (5574 : Arts and Historical Preservation 2.d Packet Pg. 39 Attachment: Council.Arts Historical Preservation Commission Appointments.Attachment 3_Redacted (5574 : Arts and Historical Preservation 2.d Packet Pg. 40 Attachment: Council.Arts Historical Preservation Commission Appointments.Attachment 3_Redacted (5574 : Arts and Historical Preservation 2.d Packet Pg. 41 Attachment: Council.Arts Historical Preservation Commission Appointments.Attachment 3_Redacted (5574 : Arts and Historical Preservation Appointment City of San Bernardino Request for Council Action Date: June 6, 2018 To: Honorable Mayor and City Council Members From: Bessine Richard, Council Member Sixth Ward By: Renee Brizuela, Administrative Assistant to City Council Subject: Public Safety and Human Relations Commission Appointment Recommendation Approve the appointment of Mr. Walter A. Jarman to the Public Safety and Human Relations Commission. Background The Public Safety and Human Relations Commission was established by Resolution No. 2018-46, on February 21, 2018 and is charged with studying and making recommendations to the Mayor and City Council on matters concerning the City’s law enforcement and fire services, emergency preparedness and traffic safety (including traffic law enforcement and traffic engineering). The commission is comprised of nine (9) members who serve at pleasure of the Mayor and City Council. Pursuant to Chapter 2.17 of the Municipal Code, each City Council member shall nominate one member who shall serve during and for the term of the nominating Council member, and the Mayor shall nominate two members who shall serve during and for the term of the Mayor. Mayor, City Council and City Manager Goals and Objectives The proposed commission appointment aligns with Goal Number 5 Improving City Government Operations by implementing the city charter and appointing commissioners to the citizen advisory boards with clearly defined roles. Conclusion Approve the appointment of Mr. Walter A. Jarman to the Public Safety and Human Relations Commission. Fiscal Impact None 3.a Packet Pg. 42 Attachment: Council.Public Safety and Human Relations Commission Appointment. REPORT (5575 : Public Safety and Human Relations Attachments Attachment 1 – Commission application – Mr. Walter A. Jarman 3.a Packet Pg. 43 Attachment: Council.Public Safety and Human Relations Commission Appointment. REPORT (5575 : Public Safety and Human Relations 3.b Packet Pg. 44 Attachment: Council.Public Safety and Human Relations Commission Appointment.Attachment 1_Redacted (5575 : Public Safety and Human 3.b Packet Pg. 45 Attachment: Council.Public Safety and Human Relations Commission Appointment.Attachment 1_Redacted (5575 : Public Safety and Human 3.b Packet Pg. 46 Attachment: Council.Public Safety and Human Relations Commission Appointment.Attachment 1_Redacted (5575 : Public Safety and Human 3.b Packet Pg. 47 Attachment: Council.Public Safety and Human Relations Commission Appointment.Attachment 1_Redacted (5575 : Public Safety and Human 3.b Packet Pg. 48 Attachment: Council.Public Safety and Human Relations Commission Appointment.Attachment 1_Redacted (5575 : Public Safety and Human 3.b Packet Pg. 49 Attachment: Council.Public Safety and Human Relations Commission Appointment.Attachment 1_Redacted (5575 : Public Safety and Human 3.b Packet Pg. 50 Attachment: Council.Public Safety and Human Relations Commission Appointment.Attachment 1_Redacted (5575 : Public Safety and Human Appointment City of San Bernardino Request for Council Action Date: June 6, 2018 To: Honorable Mayor and City Council Members From: Virginia Marquez, Council Member First Ward By: Renee Brizuela, Administrative Assistant to City Council Subject: Planning Commission Appointment Recommendation Approve the appointment of Mr. Casey A. Dailey to the Planning Commission. Background The Planning Commission was established under Municipal Code Chapter 2.22, Ordinance No. MC-1473, and is tasked with advising the Mayor, City Council and City staff on the physical development of the city, including zoning, building, land use and related matters. The commission is comprised of nine (9) members who serve at pleasure of the Mayor and City Council. Pursuant to Chapter 2.17 of the Municipal Code, each City Council member shall nominate one member who shall serve during and for the term of the nominating Council member, and the Mayor shall nominate two members who shall serve during and for the term of the Mayor. Mayor, City Council and City Manager Goals and Objectives The proposed commission appointment aligns with Goal Number 5 Improving City Government Operations by implementing the city charter and appointing commissioners to the citizen advisory boards with clearly defined roles. Conclusion Approve the appointment of Mr. Casey A. Dailey to the Planning Commission. Fiscal Impact None Attachments Attachment 1 – Commission application – Mr. Casey A. Dailey 4.a Packet Pg. 51 Attachment: Council.Planning Commission Appointment. REPORT (5576 : Planning Commission Appointment) 4.b Packet Pg. 52 Attachment: Council.Planning Commission Appointment Attachment 1_Redacted (5576 : Planning Commission Appointment) 4.b Packet Pg. 53 Attachment: Council.Planning Commission Appointment Attachment 1_Redacted (5576 : Planning Commission Appointment) 4.b Packet Pg. 54 Attachment: Council.Planning Commission Appointment Attachment 1_Redacted (5576 : Planning Commission Appointment) Consent Calendar City of San Bernardino Request for Council Action \ Date: June 6, 2018 To: Honorable Mayor and City Council Members From: Gigi Hanna, City Clerk Subject: Waive Full Reading of Resolutions and Ordinances Recommendation: Waive full reading of Resolutions and Ordinances on the agenda dated June 6, 2018. 6.a Packet Pg. 55 Attachment: Waive Reading.Report_June 6 (5552 : Waive Full Reading of Resolutions and Ordinances) 7.a Packet Pg. 56 Attachment: FN.CommercialChecksPayroll. Report (5553 : City Council Approval of Commercial and Payroll Checks) Mayor and City Council and City Manager 2018-2019 Goals and Objectives Approval of the noted check registers for commercial and payroll checks aligns with Goal No. 6 Operate in a Fiscally Responsible and Business-Like Manner. The Mayor and City Council’s approval of the City’s weekly remittances to third parties promotes transparency of City business with the public. Fiscal Impact Amounts noted in the check registers have no further fiscal impact. Amounts were paid consistent with existing budget authorization and no further budgetary impact is required. Conclusion It is recommended that the attached check registers be approved by the Mayor and City Council. Attachments Attachment 1 – Commercial checks for Register #55 Attachment 2 – Commercial checks for Register #56 Attachment 3 – Payroll checks for May 3, 2018 Ward: Synopsis of Previous Council Actions: 7.a Packet Pg. 57 Attachment: FN.CommercialChecksPayroll. Report (5553 : City Council Approval of Commercial and Payroll Checks) 7.bPacket Pg. 58Attachment: FN.CommercialChecksPayroll.Attachment 1.Register#55 (5553 : City Council Approval of Commercial and Payroll Checks) 7.bPacket Pg. 59Attachment: FN.CommercialChecksPayroll.Attachment 1.Register#55 (5553 : City Council Approval of Commercial and Payroll Checks) 7.bPacket Pg. 60Attachment: FN.CommercialChecksPayroll.Attachment 1.Register#55 (5553 : City Council Approval of Commercial and Payroll Checks) 7.bPacket Pg. 61Attachment: FN.CommercialChecksPayroll.Attachment 1.Register#55 (5553 : City Council Approval of Commercial and Payroll Checks) 7.bPacket Pg. 62Attachment: FN.CommercialChecksPayroll.Attachment 1.Register#55 (5553 : City Council Approval of Commercial and Payroll Checks) 7.bPacket Pg. 63Attachment: FN.CommercialChecksPayroll.Attachment 1.Register#55 (5553 : City Council Approval of Commercial and Payroll Checks) 7.bPacket Pg. 64Attachment: FN.CommercialChecksPayroll.Attachment 1.Register#55 (5553 : City Council Approval of Commercial and Payroll Checks) 7.bPacket Pg. 65Attachment: FN.CommercialChecksPayroll.Attachment 1.Register#55 (5553 : City Council Approval of Commercial and Payroll Checks) 7.bPacket Pg. 66Attachment: FN.CommercialChecksPayroll.Attachment 1.Register#55 (5553 : City Council Approval of Commercial and Payroll Checks) 7.bPacket Pg. 67Attachment: FN.CommercialChecksPayroll.Attachment 1.Register#55 (5553 : City Council Approval of Commercial and Payroll Checks) 7.bPacket Pg. 68Attachment: FN.CommercialChecksPayroll.Attachment 1.Register#55 (5553 : City Council Approval of Commercial and Payroll Checks) 7.bPacket Pg. 69Attachment: FN.CommercialChecksPayroll.Attachment 1.Register#55 (5553 : City Council Approval of Commercial and Payroll Checks) 7.bPacket Pg. 70Attachment: FN.CommercialChecksPayroll.Attachment 1.Register#55 (5553 : City Council Approval of Commercial and Payroll Checks) 7.bPacket Pg. 71Attachment: FN.CommercialChecksPayroll.Attachment 1.Register#55 (5553 : City Council Approval of Commercial and Payroll Checks) 7.bPacket Pg. 72Attachment: FN.CommercialChecksPayroll.Attachment 1.Register#55 (5553 : City Council Approval of Commercial and Payroll Checks) 7.bPacket Pg. 73Attachment: FN.CommercialChecksPayroll.Attachment 1.Register#55 (5553 : City Council Approval of Commercial and Payroll Checks) 7.bPacket Pg. 74Attachment: FN.CommercialChecksPayroll.Attachment 1.Register#55 (5553 : City Council Approval of Commercial and Payroll Checks) 7.bPacket Pg. 75Attachment: FN.CommercialChecksPayroll.Attachment 1.Register#55 (5553 : City Council Approval of Commercial and Payroll Checks) 7.bPacket Pg. 76Attachment: FN.CommercialChecksPayroll.Attachment 1.Register#55 (5553 : City Council Approval of Commercial and Payroll Checks) 7.bPacket Pg. 77Attachment: FN.CommercialChecksPayroll.Attachment 1.Register#55 (5553 : City Council Approval of Commercial and Payroll Checks) 7.cPacket Pg. 78Attachment: FN.CommercialChecksPayroll.Attachment 2.Register#56 (5553 : City Council Approval of Commercial and Payroll Checks) 7.cPacket Pg. 79Attachment: FN.CommercialChecksPayroll.Attachment 2.Register#56 (5553 : City Council Approval of Commercial and Payroll Checks) 7.cPacket Pg. 80Attachment: FN.CommercialChecksPayroll.Attachment 2.Register#56 (5553 : City Council Approval of Commercial and Payroll Checks) 7.cPacket Pg. 81Attachment: FN.CommercialChecksPayroll.Attachment 2.Register#56 (5553 : City Council Approval of Commercial and Payroll Checks) 7.cPacket Pg. 82Attachment: FN.CommercialChecksPayroll.Attachment 2.Register#56 (5553 : City Council Approval of Commercial and Payroll Checks) 7.cPacket Pg. 83Attachment: FN.CommercialChecksPayroll.Attachment 2.Register#56 (5553 : City Council Approval of Commercial and Payroll Checks) 7.cPacket Pg. 84Attachment: FN.CommercialChecksPayroll.Attachment 2.Register#56 (5553 : City Council Approval of Commercial and Payroll Checks) 7.cPacket Pg. 85Attachment: FN.CommercialChecksPayroll.Attachment 2.Register#56 (5553 : City Council Approval of Commercial and Payroll Checks) 7.cPacket Pg. 86Attachment: FN.CommercialChecksPayroll.Attachment 2.Register#56 (5553 : City Council Approval of Commercial and Payroll Checks) 7.cPacket Pg. 87Attachment: FN.CommercialChecksPayroll.Attachment 2.Register#56 (5553 : City Council Approval of Commercial and Payroll Checks) 7.cPacket Pg. 88Attachment: FN.CommercialChecksPayroll.Attachment 2.Register#56 (5553 : City Council Approval of Commercial and Payroll Checks) 7.cPacket Pg. 89Attachment: FN.CommercialChecksPayroll.Attachment 2.Register#56 (5553 : City Council Approval of Commercial and Payroll Checks) 7.cPacket Pg. 90Attachment: FN.CommercialChecksPayroll.Attachment 2.Register#56 (5553 : City Council Approval of Commercial and Payroll Checks) 7.cPacket Pg. 91Attachment: FN.CommercialChecksPayroll.Attachment 2.Register#56 (5553 : City Council Approval of Commercial and Payroll Checks) 7.cPacket Pg. 92Attachment: FN.CommercialChecksPayroll.Attachment 2.Register#56 (5553 : City Council Approval of Commercial and Payroll Checks) 7.cPacket Pg. 93Attachment: FN.CommercialChecksPayroll.Attachment 2.Register#56 (5553 : City Council Approval of Commercial and Payroll Checks) 7.cPacket Pg. 94Attachment: FN.CommercialChecksPayroll.Attachment 2.Register#56 (5553 : City Council Approval of Commercial and Payroll Checks) 7.cPacket Pg. 95Attachment: FN.CommercialChecksPayroll.Attachment 2.Register#56 (5553 : City Council Approval of Commercial and Payroll Checks) 7.cPacket Pg. 96Attachment: FN.CommercialChecksPayroll.Attachment 2.Register#56 (5553 : City Council Approval of Commercial and Payroll Checks) 7.cPacket Pg. 97Attachment: FN.CommercialChecksPayroll.Attachment 2.Register#56 (5553 : City Council Approval of Commercial and Payroll Checks) 7.cPacket Pg. 98Attachment: FN.CommercialChecksPayroll.Attachment 2.Register#56 (5553 : City Council Approval of Commercial and Payroll Checks) 7.cPacket Pg. 99Attachment: FN.CommercialChecksPayroll.Attachment 2.Register#56 (5553 : City Council Approval of Commercial and Payroll Checks) 7.cPacket Pg. 100Attachment: FN.CommercialChecksPayroll.Attachment 2.Register#56 (5553 : City Council Approval of Commercial and Payroll Checks) 7.cPacket Pg. 101Attachment: FN.CommercialChecksPayroll.Attachment 2.Register#56 (5553 : City Council Approval of Commercial and Payroll Checks) 7.cPacket Pg. 102Attachment: FN.CommercialChecksPayroll.Attachment 2.Register#56 (5553 : City Council Approval of Commercial and Payroll Checks) 7.cPacket Pg. 103Attachment: FN.CommercialChecksPayroll.Attachment 2.Register#56 (5553 : City Council Approval of Commercial and Payroll Checks) 7.cPacket Pg. 104Attachment: FN.CommercialChecksPayroll.Attachment 2.Register#56 (5553 : City Council Approval of Commercial and Payroll Checks) 7.cPacket Pg. 105Attachment: FN.CommercialChecksPayroll.Attachment 2.Register#56 (5553 : City Council Approval of Commercial and Payroll Checks) 7.d Packet Pg. 106 Attachment: FN.CommercialChecksPayroll.Attachment 3.PayrollSummaryReport (5553 : City Council Approval of Commercial and Payroll Consent Calendar City of San Bernardino Request for Council Action \ Date: June 6, 2018 To: Honorable Mayor and City Council Members From: Gigi Hanna, City Clerk Subject: Draft Minutes Recommendation Approve the minutes of the Mayor and City Council Special Meetings of May 14, 2018, May 17, 2018, May 29, 2018, and May 30, 2018 and Regular Meeting of May 16, 2018. 8.a Packet Pg. 107 Attachment: Minutes_June 6 (5554 : City Council Approval of Draft Minutes) City of San Bernardino 290 North "D" Street San Bernardino, CA 92401 http://www.sbcity.org Mayor and City Council of the City of San Bernardino Page 1 Printed 5/15/2018 DRAFT MINUTES FOR THE SPECIAL MEETING OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO MONDAY, MAY 14, 2018 9:00 AM The Special Meeting of the Mayor and City Council of the City of San Bernardino was called to order by Mayor R. Carey Davis at 9:11 AM, Monday, May 14, 2018, in the Council Chamber, 201 North "E" Street, San Bernardino, CA. Call to Order Attendee Name Title Status Arrived Virginia Marquez Council Member, Ward 1 Present 9:11 AM Benito J. Barrios Council Member, Ward 2 Absent --------- John Valdivia Council Member, Ward 3 Present 9:11 AM Fred Shorett Council Member, Ward 4 Present 9:11 AM Henry Nickel Council Member, Ward 5 Absent ---------- Bessine L. Richard Council Member, Ward 6 Present 9:11 AM James Mulvihill Council Member, Ward 7 Present 9:11 AM R. Carey Davis Mayor Present 9:11 AM Georgeann "Gigi" Hanna City Clerk Present 9:11 AM Gary D. Saenz City Attorney Present 9:11 AM Andrea Miller City Manager Present 9:11 AM PLEDGE OF ALLEGIANCE Council Member Valdivia led the Pledge of Allegiance. Mayor R. Carey Davis Council Members Virginia Marquez Benito J. Barrios John Valdivia Fred Shorett Henry Nickel Bessine L. Richard James Mulvihill 8.b Packet Pg. 108 Attachment: 05-14-18_Spec_gh_draft (5554 : City Council Approval of Draft Minutes) Special Meeting DRAFT Minutes May 14, 2018 Mayor and City Council of the City of San Bernardino Page 2 Printed 5/15/2018 STAFF REPORTS 1. Twenty-Year Financial Model, Community Infrastructure Assessments, Revenue Projections and Opportunities, and Overview of FY 2018/19 Proposed Budget The City Manager’s office passed out a document labeled Consolidated General Fund FY2017-18 Budget Reconciliation – Revised Budget/FY 2018-19 to FY 2027-28 Baseline Forecast. Public Works Director Trish Rhay discussed three documents, passed out at the meeting, entitled “Maintenance Forecasting,” City Tree Program,” and “Street Infrastructure.” Rick Moreno, HVAC Supervisor, discussed a document entitled “Facilities Assessment.” Parks, Recreation and Community Services Director James Tick emyer discussed a document entitled “Playground Equipment Assessment.” The council agreed via consensus to give the City Manager direction to come back with a proposal on contracting City Attorney Office services. No vote was taken on this item. 6. ADJOURNMENT The meeting adjourned at 12:54 p.m. to the next joint regular meeting of the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency, Wednesday, May 16, 2018 at 4:00 p.m. in the Council Chamber located at 201 N. E Street, San Bernardino, California 92401. Closed Session will begin at 4:00 p.m. and Open Session will begin at 5:00 p.m. By: __________________________ Georgeann “Gigi” Hanna, CMC City Clerk 8.b Packet Pg. 109 Attachment: 05-14-18_Spec_gh_draft (5554 : City Council Approval of Draft Minutes) City of San Bernardino 290 North E Street San Bernardino, CA 92401 http://www.sbcity.org Mayor and City Council of the City of San Bernardino Page 1 Printed 5/17/2018 DRAFT MINUTES FOR THE JOINT REGULAR MEETING OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO ACTING AS THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY, MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO ACTING AS THE SUCCESSOR HOUSING AGENCY TO THE REDEVELOPMENT AGENCY, MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO ACTING AS THE HOUSING AUTHORITY, AND THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO ACTING AS THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY WEDNESDAY, MAY 16, 2018 4:00 PM – CLOSED SESSION 5:00 PM – OPEN SESSION The Joint Regular Meeting of the Mayor and Common Council and Community Development Commission of the City of San Bernardino was called to order by Mayor R. Carey Davis at 4:02 PM, Wednesday, May 16, 2018, in the Council Chamber, 201 North "E" Street, San Bernardino, CA. Call to Order Attendee Name Title Status Arrived Virginia Marquez Council Member, Ward 1 Present 4:00 PM Benito J. Barrios Council Member, Ward 2 Late 4:28 PM John Valdivia Council Member, Ward 3 Present 4:00 PM Fred Shorett Council Member, Ward 4 Present 4:00 PM Henry Nickel Council Member, Ward 5 Late Bessine L. Richard Council Member, Ward 6 Present 4:00 PM James Mulvihill Council Member, Ward 7 Present 4:00 PM R. Carey Davis Mayor Present 4:00 PM Georgeann "Gigi" Hanna City Clerk Present 4:00 PM Gary D. Saenz City Attorney Present 4:00 PM Andrea Miller City Manager Present 4:00 PM Mayor R. Carey Davis Council Members Virginia Marquez Benito J. Barrios John Valdivia Fred Shorett Henry Nickel Bessine L. Richard James Mulvihill 8.c Packet Pg. 110 Attachment: 05-16-18_Jt._Reg_gh_draft (5554 : City Council Approval of Draft Minutes) Joint Regular Meeting DRAFT Minutes May 16, 2018 Mayor and City Council of the City of San Bernardino Page 2 Printed 5/17/2018 Closed Session Pursuant to Government Code Sections(s): A. CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION (Pursuant to Government Code Section 54956.9(a) and (d)(1)): In re: City of San Bernardino, U.S. Bankruptcy Court Case No. 6:12 -bk-28006 MJ City of San Bernardino v. Gaelle II, LLC, et al., San Bernardino County Superior Court Case No. CIVDS1515883 B. CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION Initiation of litigation – Pursuant to Government Code Section 54956.9(d)(4): City of San Bernardino as Successor Agency v. Los Angeles Engineering, Inc. City of San Bernardino v. Route 66 Truck Terminal LLC Speakers Ed Bonidamen Bobby Nassir City of San Bernardino v. Arturo Salgado City of San Bernardino v. Jennifer Dardashti City of San Bernardino v. Se Hoon Park and Dong Bae Park City of San Bernardino v. Anza Butterfield Road 34 LLC C. CONFERENCE WITH REAL PROPERTY NEGOTIATORS – Pursuant to Government Code Section 54956.8: Property: 27 parcels of vacant real property, equaling approximately 6.56 acres, generally located along 5th Street between “H” and “F” Streets (APNs 0134-053-20-23, 25 &26; 0134-054- 07-09 and 24-26; 0134-061-21, 22, 25 &30; 0134-093-05-09; 0134-101-02-06 & 28) Negotiators: Andrea M. Miller, City Manager ICO Real Estate Group Under Negotiation: Price and Terms of Purchase 8.c Packet Pg. 111 Attachment: 05-16-18_Jt._Reg_gh_draft (5554 : City Council Approval of Draft Minutes) Joint Regular Meeting DRAFT Minutes May 16, 2018 Mayor and City Council of the City of San Bernardino Page 3 Printed 5/17/2018 INVOCATION AND PLEDGE OF ALLEGIANCE The invocation was led by the David McLaughlin, of St. Paul’s United Methodist Church. Hector and Cecilia Lopez, students from Bonnie Oehl Elementary School, led the Pledge of Allegiance. CLOSED SESSION REPORT City Attorney Saenz reported the following actions took place in Closed Session: In the matter of City of San Bernardino v. Gaelle II, LLC, et al., San Bernardino County Superior Court Case No. CIVDS151588, the council gave settlement directive by a vote of 5-0, with Councilmembers Barrios and Nickel absent. In the matter of City of San Bernardino as Successor Agency v. Los Angeles Engineering, Inc. the council gave settlement directive by consensus, with Councilmembers Barrios and Nickel absent. In the matter of City of San Bernardino v. Route 66 Truck Terminal LLC, the council gave settlement directive by a vote of 5 -0, with Councilmembers Barrios and Nickel absent. In the matter of City of San Bernardino v. Arturo Salgad, the council gave settlement directive by a vote of 6-0, with Councilmember and Nickel absent. In the matter of San Bernardino v. Jennifer Dardashti, the council gave settlement directive by a vote of 6-0, with Councilmember and Nickel absent. In the matter of San Bernardino v. Se Hoon Park and Dong Bae Park, the council gave settlement directive by a vote of 6-0, with Councilmember and Nickel absent. In the matter of San Bernardino v. Anza Butterfield Road 34 LLC, the council gave settlement directive by a vote of 6-0, with Councilmember and Nickel absent. In the matter of 27 parcels of vacant real property, equaling approximately 6.56 acres, generally located along 5th Street between “H” and “F” Streets (APNs 0134-053-20-23, 25 &26; 0134-054-07-09 and 24-26; 0134-061-21, 22, 25 &30; 0134-093-05-09; 0134-101-02-06 & 28), the council gave negotiation directive by consensus, with Councilmember Nickel absent. Appointment 1. Arts and Historical Preservation Commission Appointment Approved Motion: Approve the appointment of Mrs. Dorothy J. Garcia to the Arts and Historical Preservation Commission. 8.c Packet Pg. 112 Attachment: 05-16-18_Jt._Reg_gh_draft (5554 : City Council Approval of Draft Minutes) Joint Regular Meeting DRAFT Minutes May 16, 2018 Mayor and City Council of the City of San Bernardino Page 4 Printed 5/17/2018 RESULT: ADOPTED [UNANIMOUS] MOVER: Fred Shorett, Council Member, Ward 4 SECONDER: John Valdivia, Council Member, Ward 3 AYES: Marquez, Barrios, Valdivia, Shorett, Richard, Mulvihill ABSENT: Henry Nickel Presentations 2. Issuance of Proclamation(s) - Mayor R. Carey Davis Mayor Davis issued a proclamation naming May 28 2018 to June 2018, as Law Enforcement Week in support of the Chamber of Commerce’s annual Law Enforcement Appreciation Dinner on May 31, 2018. 3. Student of the Month - Hazael Perez Carellos - Council Member Benito Barrios Councilmember Barrios honored San Bernardino High School student as Student of the Month. 4. Mt. Vernon & University Parkway by the San Bernardino County Transportation Authority The Council received an update on the I-215 Project frm the SB County Transportation Authority, including that the landscape portion of the project has begun. 5. Chamber of Commerce & Local Elected Officials Announcements Colin Strange, director of Business Resources, announced the upc oming Chamber of Commerce activities. Darrell Frye, from Assemblywoman Reyes’ office, announced the Assemblywoman’s events in the District. Public Comments for Items Listed and Not Listed on the Agenda Alice Harlin, Congressman Pete Aguilar’s new field representative, introduced herself. Kesha McGee, Highland, discussed a procject by Inland Congreagations United for Change to reduce violence. Dawn Thomas, Beaumont, discussed the ICUC project. Cynthia Farr, San Bernardino, asked that Animal Control Services not be outsourced, saying it would be a safety issue, with stray animals on the streets. Sergio Luna, San Bernardino, discussed the ICUC project. Stephanie Lenfestey, Running Springs, spoke about her experience at the City animal shelter and about rescuing animals. She submitted a petition with 12,000 signatures asking the City Council to save the shelter. Anna Hamilton, San Bernardino, discussed the ICUC project and handed more than 800 letters of support to the City Clerk for the record. Marie Scheffler, San Bernardino, said she is concerned that San Bernardino residents won’t be able to afford to go to another shelter if the service is contracted to another city. Luis Ojeda, San Bernardino, thanked Councilmember Marquez for fixing potholes and said he had been picking up illegal dumping in the area every Sunday from 7 a.m. to 10 a.m. because he had called Burrtec and not received a call back 8.c Packet Pg. 113 Attachment: 05-16-18_Jt._Reg_gh_draft (5554 : City Council Approval of Draft Minutes) Joint Regular Meeting DRAFT Minutes May 16, 2018 Mayor and City Council of the City of San Bernardino Page 5 Printed 5/17/2018 Linda Peterson, San Bernardino, vicker of St. John’s Episcopal Church, spoke about her efforts with ICUC and the Violence Intervention Program and asked that the city match state grant funding with Measure Z funds. Al Palazzo, San Bernardino, spoke about the need for a candidate forum televised by KVCR because it offered greater reach to the community. Andy Patel, a motel owner in San Bernardino, spoke in favor of John Valdivia and asked Mayor Davis what steps he had taken to solve the drug and prostitution problem. Ashwin Patel, a motel owner in San Bernardino, said a recent campaign mailer was an outrageous attack against local motel owners. Mia Davis, San Bernardino, spoke in support of the Animal Shelter staying open. Carol Donnelly, San Bernardino, said Measure Z funds are not used for the police department and said she wants a mayor that makes police a priority and that she supports John Valdivia. Nick Patel, a motel owner in San Bernardino, said he was protesting the campaign mailer. Arturo Orozco, San Bernardino, discussed ICUC. Deb Christ, San Bernardino, spoke about how to help the homeless in the city, including providing lots for people to sleep at night. She suggested the use of a mobile shower unit. Scott and Melody Stevenson, of San Bernardino, spoke about Teamsters Local 1932 is changing people’s attitudes about public employees. Jim Smith, San Bernardino, said the City is moving in the right direction and response times with the San Bernardino County Fire Department makes it worth the loss of the parcel tax. He said there is no need to change course. Barbara Babcock, San Bernardino, praised San Bernardino chiropractor James Cheeley, told the City Manager she appreciates her, and said she’s doing what she was hired to do. Consent Calendar Council Member Valdivia pulled item 17 for further discussion. Mayor Davis announced that he was recusing himself on the discussion of items 18 and 20 because they concerned campaign contributors of his. 6. Waive Full Reading of Resolutions and Ordinances Approved Motion: Waive full reading of Resolutions and Ordinances on the agenda dated May 16, 2018. RESULT: ADOPTED [UNANIMOUS] MOVER: John Valdivia, Council Member, Ward 3 SECONDER: James Mulvihill, Council Member, Ward 7 AYES: Marquez, Barrios, Valdivia, Shorett, Richard, Mulvihill ABSENT: Henry Nickel 7. City Council Approval of Commercial and Payroll Checks Approved Motion: Approve the commercial and payroll checks for April 2018. 8.c Packet Pg. 114 Attachment: 05-16-18_Jt._Reg_gh_draft (5554 : City Council Approval of Draft Minutes) Joint Regular Meeting DRAFT Minutes May 16, 2018 Mayor and City Council of the City of San Bernardino Page 6 Printed 5/17/2018 RESULT: ADOPTED [UNANIMOUS] MOVER: John Valdivia, Council Member, Ward 3 SECONDER: James Mulvihill, Council Member, Ward 7 AYES: Marquez, Barrios, Valdivia, Shorett, Richard, Mulvihill ABSENT: Henry Nickel 8. City Council Approval of Draft Minutes Approved Motion: Approve the minutes of the Mayor and City Council Regular Meeting of May 2, 2018. RESULT: ADOPTED [UNANIMOUS] MOVER: John Valdivia, Council Member, Ward 3 SECONDER: James Mulvihill, Council Member, Ward 7 AYES: Marquez, Barrios, Valdivia, Shorett, Richard, Mulvihill ABSENT: Henry Nickel 9. Establishing the Monthly Rental Fee for Implementation of Small Cell Communication Equipment Approved Motion: Adopt the resolution. Reso. 2018-131 Resolution of the Mayor and City Council of the City of San Bernardino, California, establishing the monthly rental fee for implementation of small cell communication equipment on City property. RESULT: ADOPTED [UNANIMOUS] MOVER: John Valdivia, Council Member, Ward 3 SECONDER: James Mulvihill, Council Member, Ward 7 AYES: Marquez, Barrios, Valdivia, Shorett, Richard, Mulvihill ABSENT: Henry Nickel 10. Authorization to Purchase Data Center Backup Hardware from Connections in an Amount Not to Exceed $178,000 Approved Motion: Adopt the resolution. Reso. 2018-132 Resolution of the Mayor and City Council of the City of San Bernardino, California, authorizing the purchase of data backup hardware from GovConnection, Inc., d.b.a. Connection in an amount not to exceed $178,000. 8.c Packet Pg. 115 Attachment: 05-16-18_Jt._Reg_gh_draft (5554 : City Council Approval of Draft Minutes) Joint Regular Meeting DRAFT Minutes May 16, 2018 Mayor and City Council of the City of San Bernardino Page 7 Printed 5/17/2018 RESULT: ADOPTED [UNANIMOUS] MOVER: John Valdivia, Council Member, Ward 3 SECONDER: James Mulvihill, Council Member, Ward 7 AYES: Marquez, Barrios, Valdivia, Shorett, Richard, Mulvihill ABSENT: Henry Nickel 11. Final Reading – Development Code Amendment 17-03 Approved Motion: Adopt the ordinance. MC-1494 Ordinance of the Mayor and City Council of the City of San Bernardino, California, approving Development Code Amendment (Zoning Map Amendment) 17-03 to change the zoning district classification of eleven (11) parcels containing a total of approximately 8.18 acres from Office Industrial Park (OIP) to Industrial Light (IL). RESULT: ADOPTED [UNANIMOUS] MOVER: John Valdivia, Council Member, Ward 3 SECONDER: James Mulvihill, Council Member, Ward 7 AYES: Marquez, Barrios, Valdivia, Shorett, Richard, Mulvihill ABSENT: Henry Nickel 12. Final Reading – Development Code Amendment 17-08 Approved Motion: Adopt the ordinance. MC-1495 Ordinance of the Mayor and City Council of the City of San Bernardino, California, approving Development Code Amendment (Zoning Map Amendment) 17-08 to change the zoning district classification of nine (9) parcels containing a total of approximately 4.85 acres from Office Industrial Park (OIP) to Industrial Light (IL). RESULT: ADOPTED [UNANIMOUS] MOVER: John Valdivia, Council Member, Ward 3 SECONDER: James Mulvihill, Council Member, Ward 7 AYES: Marquez, Barrios, Valdivia, Shorett, Richard, Mulvihill ABSENT: Henry Nickel 13. Approval for the Destruction of Certain Obsolete Professional Standards and Training Bureau Files by the San Bernardino Police Department Approved Motion: Adopt the resolution. 8.c Packet Pg. 116 Attachment: 05-16-18_Jt._Reg_gh_draft (5554 : City Council Approval of Draft Minutes) Joint Regular Meeting DRAFT Minutes May 16, 2018 Mayor and City Council of the City of San Bernardino Page 8 Printed 5/17/2018 Reso. 2018-133 Resolution of the Mayor and City Council of the City of San Bernardino, California, approving the destruction of obsolete professional standards and training bureau files by the San Bernardino Police Department. RESULT: ADOPTED [UNANIMOUS] MOVER: John Valdivia, Council Member, Ward 3 SECONDER: James Mulvihill, Council Member, Ward 7 AYES: Marquez, Barrios, Valdivia, Shorett, Richard, Mulvihill ABSENT: Henry Nickel 14. Approval for the Destruction of Obsolete Parking Citation Files by the San Bernardino Police Department Approved Motion: Adopt the resolution. Reso. 2018-134 Resolution of the Mayor and City Council of the City of San Bernardino, California, approving the destruction of obsolete parking citation files by the San Bernardino Police Department. RESULT: ADOPTED [UNANIMOUS] MOVER: John Valdivia, Council Member, Ward 3 SECONDER: James Mulvihill, Council Member, Ward 7 AYES: Marquez, Barrios, Valdivia, Shorett, Richard, Mulvihill ABSENT: Henry Nickel 15. Establish a Basic Compensation Plan for Temporary/Part-Time and Seasonal Employees of the City of San Bernardino; and Repeal Resolution Nos. 2017-057 and 2018-061 Approved Motion: Adopt the resolution. Reso. 2018-135 Resolution of the Mayor and City Council of the City of San Bernardino, California, establishing a basic compensation plan for temporary/part-time and seasonal employees of the City of San Bernardino and repealing Resolution Nos. 2017- 057 and 2018-061. 8.c Packet Pg. 117 Attachment: 05-16-18_Jt._Reg_gh_draft (5554 : City Council Approval of Draft Minutes) Joint Regular Meeting DRAFT Minutes May 16, 2018 Mayor and City Council of the City of San Bernardino Page 9 Printed 5/17/2018 RESULT: ADOPTED [UNANIMOUS] MOVER: John Valdivia, Council Member, Ward 3 SECONDER: James Mulvihill, Council Member, Ward 7 AYES: Marquez, Barrios, Valdivia, Shorett, Richard, Mulvihill ABSENT: Henry Nickel 16. Amendment Number One to Agreement with HdL for the Cannabis Management Program Speaker William Cioci, San Bernardino Approved Motion: Adopt the resolution. Reso. 2018-136 Resolution of the Mayor and City Council of the City of San Bernardino, California, approving Amendment Number One to the Consulting Services Agreement with Hinderliter, de Llamas and Associates (HdL) to increase the total amount not to exceed $119,249, add additional services, and extend the term of the agreement to December 31, 2019, for the Commercial Cannabis Management Program. RESULT: ADOPTED [UNANIMOUS] MOVER: John Valdivia, Council Member, Ward 3 SECONDER: James Mulvihill, Council Member, Ward 7 AYES: Marquez, Barrios, Valdivia, Shorett, Richard, Mulvihill ABSENT: Henry Nickel 17. Agreement with the San Bernardino International Airport Authority Approved Motion: Adopt the resolution. Reso. 2018-137 Resolution of the Mayor and City Council of the City of San Bernardino, California, authorizing a Service Agreement between the San Bernardino International Airport Authority and the City of San Bernardino for Police Services. RESULT: ADOPTED [UNANIMOUS] MOVER: John Valdivia, Council Member, Ward 3 SECONDER: Fred Shorett, Council Member, Ward 4 AYES: Marquez, Barrios, Valdivia, Shorett, Richard, Mulvihill ABSENT: Henry Nickel 8.c Packet Pg. 118 Attachment: 05-16-18_Jt._Reg_gh_draft (5554 : City Council Approval of Draft Minutes) Joint Regular Meeting DRAFT Minutes May 16, 2018 Mayor and City Council of the City of San Bernardino Page 10 Printed 5/17/2018 18. BNSF Agreement Related to the Mount Vernon Avenue Viaduct Replacement Project Over the BNSF Railway Intermodal Yard Approved Motion: Adopt the resolution. Reso. 2018-138 Resolution of the Mayor and City Council of the City of San Bernardino, California, approving BNSF Agreement No. BF- 10011068 (SBCTA Contract No. 17-1001621) related to the Mount Vernon Avenue Viaduct Replacement Project over the BNSF Railway Intermodal Yard (SS04-012) by and among BNSF Railway Company, a Delaware corporation, the City of San Bernardino, a Charter City and Municipal Corporation under the Constitution and laws of the State of California, and the San Bernardino County Transportation Authority. RESULT: ADOPTED [UNANIMOUS] MOVER: John Valdivia, Council Member, Ward 3 SECONDER: James Mulvihill, Council Member, Ward 7 AYES: Marquez, Barrios, Valdivia, Shorett, Richard, Mulvihill ABSENT: Henry Nickel 19. Amendment No. 1 to the Agreement for Services with Tetra Tech for Design of the Replacement of 2Nd Street Bridge at Warm Creek Approved Motion: Adopt the resolution. Reso. 2018-139 Resolution of the Mayor and City Council of the City of San Bernardino, California, authorizing the execution of Amendment No. 1 to the Agreement for Services with Tetra Tech for design of the replacement of the 2nd Street Bridge at Warm Creek. RESULT: ADOPTED [UNANIMOUS] MOVER: John Valdivia, Council Member, Ward 3 SECONDER: James Mulvihill, Council Member, Ward 7 AYES: Marquez, Barrios, Valdivia, Shorett, Richard, Mulvihill ABSENT: Henry Nickel 8.c Packet Pg. 119 Attachment: 05-16-18_Jt._Reg_gh_draft (5554 : City Council Approval of Draft Minutes) Joint Regular Meeting DRAFT Minutes May 16, 2018 Mayor and City Council of the City of San Bernardino Page 11 Printed 5/17/2018 20. Issuance of a Purchase Order to Fairview Ford for the Purchase of Four (4) 2019 Ford F Series Super Duty F-250 4X2 Trucks Approved Motion: Adopt the resolution. Reso. 2018-140 Resolution of the Mayor and City Council of the City of San Bernardino, California, authorizing the Director of Finance to issue a Purchase Order to Fairview Ford in the amount of $108,022.04 for the purchase of four (4) New 2019 Ford F- Series Super Duty F-250 4X2 service trucks. RESULT: ADOPTED [UNANIMOUS] MOVER: John Valdivia, Council Member, Ward 3 SECONDER: James Mulvihill, Council Member, Ward 7 AYES: Marquez, Barrios, Valdivia, Shorett, Richard, Mulvihill ABSENT: Henry Nickel 21. San Bernardino County Fire Protection District – Fire Training Exercise and Prescribed Burn on City Owned Property Located on Little Mountain Drive Approved Motion: Adopt the resolution. Reso. 2018-140 Resolution of the Mayor and City Council of the City of San Bernardino, California, authorizing the San Bernardino County Fire Protection District to conduct a live fire training exercise and prescribed burn on City-owned property located along North Little Mountain Drive. RESULT: ADOPTED [UNANIMOUS] MOVER: John Valdivia, Council Member, Ward 3 SECONDER: James Mulvihill, Council Member, Ward 7 AYES: Marquez, Barrios, Valdivia, Shorett, Richard, Mulvihill ABSENT: Henry Nickel 22. Approval of Fifth Amendment to Use Lease and Agreement with J.G. Golfing Enterprises, Inc. Terminating the Lease Approved Motion: Adopt the resolution. Reso. 2018-142 Resolution of the Mayor and City Council of the City of San Bernardino, California, approving the Fifth Amendment to the Use Lease and Agreement with J.G. Golfing Enterprises, Inc., terminating the Lease. 8.c Packet Pg. 120 Attachment: 05-16-18_Jt._Reg_gh_draft (5554 : City Council Approval of Draft Minutes) Joint Regular Meeting DRAFT Minutes May 16, 2018 Mayor and City Council of the City of San Bernardino Page 12 Printed 5/17/2018 RESULT: ADOPTED [UNANIMOUS] MOVER: John Valdivia, Council Member, Ward 3 SECONDER: James Mulvihill, Council Member, Ward 7 AYES: Marquez, Barrios, Valdivia, Shorett, Richard, Mulvihill ABSENT: Henry Nickel 23. SB 1 Road Maintenance and Rehabilitation Account Funding Approved Motion: Adopt the resolution. Reso. 2018-143 Resolution of the Mayor and City Council of the City of San Bernardino, California, approving a list of projects to receive Road Maintenance and Rehabilitation Account Funding. RESULT: ADOPTED [UNANIMOUS] MOVER: John Valdivia, Council Member, Ward 3 SECONDER: James Mulvihill, Council Member, Ward 7 AYES: Marquez, Barrios, Valdivia, Shorett, Richard, Mulvihill ABSENT: Henry Nickel Staff Reports 24. San Bernardino Hometown Heroes Military Banner Sub-Committee Update The Mayor and City Council received a report on the San Bernardino Hometown Heroes Military Banner City Council Sub -Committee by Council Member Virginia Marquez, Sub-Committee Chair, and set the 12th Military Banner Unveiling for 5 p.m. on May 30, 32018 at the Inland Valley Development Agency board room. No vote was taken on this item. 25. Legislative Action Day 2018 – April 18, 2018 This report was not heard. 26. Verdemont Community Center Speakers Chas Kelley, San Bernardino Amanda Jacobs, San Bernardino Kim Knaus, San Bernardino Lynette Kaplan, San Bernardino Approved Motion: Continue the item to the June 20, 2018 Mayor and City Council meeting. 8.c Packet Pg. 121 Attachment: 05-16-18_Jt._Reg_gh_draft (5554 : City Council Approval of Draft Minutes) Joint Regular Meeting DRAFT Minutes May 16, 2018 Mayor and City Council of the City of San Bernardino Page 13 Printed 5/17/2018 RESULT: ADOPTED [UNANIMOUS] MOVER: Fred Shorett, Council Member, Ward 4 SECONDER: John Valdivia, Council Member, Ward 3 AYES: Marquez, Barrios, Valdivia, Shorett, Richard, Mulvihill ABSENT: Henry Nickel Quasi-Judicial Hearings 27. Continue Public Hearing - Appeal of Pepe’s Towing Approved Motion: Continue the item to the June 6, 2018 Mayor and City Council meeting. RESULT: ADOPTED [UNANIMOUS] MOVER: Fred Shorett, Council Member, Ward 4 SECONDER: Jim Mulvihill, Council Member, Ward 7 AYES: Marquez, Barrios, Valdivia, Shorett, Richard, Mulvihill ABSENT: Henry Nickel 28. Adjournment The meeting adjourned at 7:49 p.m. to a Special Meeting on Thursday, May 17, 2018 at 4 p.m. in the Council Chamber at 201 N. E Street, San Bernardino, Ca, 92401. The next Joint Regular Meeting of the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency will be held on Wednesday, June 6, 2018, in the Council Chamber at 201 N. E Street, San Bernardino, Ca, 92401. Closed Session will begin at 4 p.m. and Open Session will begin at 5 p.m. By: __________________________ Georgeann “Gigi” Hanna, CMC City Clerk 8.c Packet Pg. 122 Attachment: 05-16-18_Jt._Reg_gh_draft (5554 : City Council Approval of Draft Minutes) City of San Bernardino 290 North "D" Street San Bernardino, CA 92401 http://www.sbcity.org Mayor and City Council of the City of San Bernardino Page 1 Printed 5/17/2018 DRAFT MINUTES FOR THE SPECIAL MEETING OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO THURSDAY, MAY 17, 2018 4:00 PM The Special Meeting of the Mayor and City Council of the City of San Bernardino was called to order by Mayor R. Carey Davis at 4:06 PM, Thursday, May 17, 2018, in the Council Chamber, 201 North "E" Street, San Bernardino, CA. Call to Order Attendee Name Title Status Arrived Virginia Marquez Council Member, Ward 1 Present 4:00 PM Benito J. Barrios Council Member, Ward 2 Absent --------- John Valdivia Council Member, Ward 3 Absent --------- Fred Shorett Council Member, Ward 4 Present 4:07 PM Henry Nickel Council Member, Ward 5 Present 4:00 PM Bessine L. Richard Council Member, Ward 6 Present 4:00 PM James Mulvihill Council Member, Ward 7 Present 4:00 PM R. Carey Davis Mayor Present 4:00 PM Georgeann "Gigi" Hanna City Clerk Present 4:00 PM Gary D. Saenz City Attorney Present 4:00 PM Andrea Miller City Manager Present 4:00 PM PLEDGE OF ALLEGIANCE Council Member Mulvihill led the Pledge of Allegiance. Mayor R. Carey Davis Council Members Virginia Marquez Benito J. Barrios John Valdivia Fred Shorett Henry Nickel Bessine L. Richard James Mulvihill 8.d Packet Pg. 123 Attachment: 5-17-18_SM_gh_draft (5554 : City Council Approval of Draft Minutes) Special Meeting DRAFT Minutes May 17, 2018 Mayor and City Council of the City of San Bernardino Page 2 Printed 5/25/2018 Public Comment for Items On and Not on the Agenda Andrea Neyses, San Bernardino, spoke regarding the Animal Shelter and asked that it not be outsourced. Alice Chow, San Bernardino, offered ideas to keep the animal control services in the City, including the use of animal license checkers, which could generate revenue. STAFF REPORT 1. FY 2018/19 Revenue Projections and Overview of FY 2018/19 Proposed Budget The Mayor and City Council discussed three possible tax options the City has for raising revenue: extension of Measure Z beyond 2022, a cannabis tax, which could raise $800,000 to $2.5 million annually; or a general sales tax increase. Each of these would need to be decided via a vote of the people during an even year election. There was support for a 1 percent raise in Transient Occupancy Tax, which is believed to raise about $400,000 and the institution of parking restrictions on street sweeping days. No votes were taken on these items. Approved Motion: Authorize the City Manager to spend up to $150,000 for an education campaign regarding the Cannabis Ordinance RESULT: ADOPTED [UNANIMOUS] MOVER: Henry Nickel, Council Member, Ward 5 SECONDER: Jim Mulvihill, Council Member, Ward 7 AYES: Marquez, Shorett, Nickel, Richard, Mulvihill ABSENT: Barrios, Valdivia 2. Adjournment The meeting adjourned to a Special Meeting, a workshop on the Capital Improvement Plan, to be held Tuesday, May 29, 2018 in the Council Chamber located at 201 North “E” Street, San Bernardino, California 92401. The next joint regular meeting of the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency will be held on Wednesday, June 6, 2018 in the Council Chamber located at 201 North “E” Street, San Bernardino, California 92401. Closed Session will begi n at 4:00 p.m. and Open Session will begin at 5:00 p.m. By: __________________________ Georgeann “Gigi” Hanna, CMC City Clerk 8.d Packet Pg. 124 Attachment: 5-17-18_SM_gh_draft (5554 : City Council Approval of Draft Minutes) City of San Bernardino 290 North "D" Street San Bernardino, CA 92401 http://www.sbcity.org Mayor and City Council of the City of San Bernardino Page 1 Printed 5/17/2018 DRAFT MINUTES FOR THE SPECIAL MEETING OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO TUESDAY, MAY 29, 2018 3:00 PM The Special Meeting of the Mayor and City Council of the City of San Bernardino was called to order by Mayor R. Carey Davis at 3:04 PM, Tuesday, May 29, 2018, in the Council Chamber, 201 North "E" Street, San Bernardino, CA. Call to Order Attendee Name Title Status Arrived Virginia Marquez Council Member, Ward 1 Present 3:00 PM Benito J. Barrios Council Member, Ward 2 Present 3:00 PM John Valdivia Council Member, Ward 3 Present 3:00 PM Fred Shorett Council Member, Ward 4 Late 3:15 PM Henry Nickel Council Member, Ward 5 Present 3:00 PM Bessine L. Richard Council Member, Ward 6 Present 3:00 PM James Mulvihill Council Member, Ward 7 Present 3:00 PM R. Carey Davis Mayor Present 3:00 PM Georgeann "Gigi" Hanna City Clerk Present 3:00 PM Gary D. Saenz City Attorney Present 3:00 PM Andrea Miller City Manager Present 3:00 PM PLEDGE OF ALLEGIANCE Council Member Mulvihill led the Pledge of Allegiance. Mayor R. Carey Davis Council Members Virginia Marquez Benito J. Barrios John Valdivia Fred Shorett Henry Nickel Bessine L. Richard James Mulvihill 8.e Packet Pg. 125 Attachment: 5-29-18_SM_gh_draft (5554 : City Council Approval of Draft Minutes) Special Meeting DRAFT Minutes May 29, 2018 Mayor and City Council of the City of San Bernardino Page 2 Printed 5/30/2018 Public Comment for Items On and Not on the Agenda Kathleen Valdez, San Bernardino, spoke about the slide at Jack Riley Park needing to be replaced and in support of the Verdemont Community Center. STAFF REPORTS 1. Fiscal Year 2018/19 Proposed Capital Improvement Program (CIP) Budget Public Works Director Trish Rhea discussed the 2018/19 Proposed Capital Improvement Plan, as well as 15 of the projects that were completed for 2017 -18 2. Fiscal Year 2018/19 Revenue and Expenditure Projections, Proposed Operating Budget and Opportunities City Manager Andrea Miller discussed the Fiscal Year 2018/19 Revenue and Expenditure Projections, Proposed Operating Budget and Opportunities. She said the total budget is about $212 million, a $30 million increase, mostly due to the CIP. She said the $1.83 million increase in funds from the SB County Fire District helped. There was discussion of a 4.3 million shortfall beginning next year and growing to $7 million and eventually leveling to $4 million annually. Councilmember Valdivia said the city should consider leveraging City Hall and the government square for economic recovery. City Manager Miller reported: The assessment on Animal Control is due in early June. The Animal Control commission will have a special meeting to consider the proposal for services from Riverside County, and the item should go to council in late June or early July. San Bernardino County did not submit a proposal. The $150,000 approved at the last special meeting will be for a consultant (HdL) to advice the City about the tax structure on any cannabis regulations, on the city ordinance, zoning regulations and a public education campaign in advance of the issue going to the November 2018 ballot. The City manager has been asked to re-evaluate the possibility of development agreements with cannabis concerns rather than putting a tax measure to a vote. 12 firms have been contacted to submit proposals for general municipal legal services (City Attorney Office), and the proposals will be discussed at the June 20 Council meeting; That outsourcing cannot stop at the City Attorney's Office; that the City needs to look internally to see where we can contract out and be efficient as possible. 8.e Packet Pg. 126 Attachment: 5-29-18_SM_gh_draft (5554 : City Council Approval of Draft Minutes) Special Meeting DRAFT Minutes May 29, 2018 Mayor and City Council of the City of San Bernardino Page 3 Printed 5/30/2018 Adjournment The meeting adjourned at 5:50 p.m. to a Special Meeting at 5 p.m. on Wednesday May 30, 2018, in the Main Auditorium at Norton Regional Event Center, 1601 E. 3rd Street, San Bernardino, CA 92408. The next Joint Regular Meeting The next joint regular meeting of the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency will be held on Wednesday, June 6, 2018 in the Council Chamber located at 201 North “E” Street, San Bernardino, California 92401. Closed Session will begin at 4:00 p.m. and Open Session will begin at 5:00 p.m. By: __________________________ Georgeann “Gigi” Hanna, CMC City Clerk 8.e Packet Pg. 127 Attachment: 5-29-18_SM_gh_draft (5554 : City Council Approval of Draft Minutes) City of San Bernardino 290 North "D" Street San Bernardino, CA 92401 http://www.sbcity.org Mayor and City Council of the City of San Bernardino Page 1 Printed 5/31/2018 DRAFT MINUTES FOR THE SPECIAL MEETING OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO WEDNESDAY, MAY 30, 2018 5:00 PM The Special Meeting of the Mayor and City Council of the City of San Bernardino was called to order by Mayor R. Carey Davis at 5:08 PM, Wednesday, May 30, 2018, Main Auditorium at Norton Regional Event Center, 1601 E. 3rd Street, San Bernardino, CA 92408. Call to Order Attendee Name Title Status Arrived Virginia Marquez Council Member, Ward 1 Present 5:00 PM Benito J. Barrios Council Member, Ward 2 Absent ----------- John Valdivia Council Member, Ward 3 Present 5:00 PM Fred Shorett Council Member, Ward 4 Present 5:00 PM Henry Nickel Council Member, Ward 5 Present 5:00 PM Bessine L. Richard Council Member, Ward 6 Present 5:00 PM James Mulvihill Council Member, Ward 7 Late 5:19 PM R. Carey Davis Mayor Present 5:00 PM Georgeann "Gigi" Hanna City Clerk Present 5:00 PM Gary D. Saenz City Attorney Present 5:00 PM Andrea Miller City Manager Present 5:00 PM Mayor R. Carey Davis Council Members Virginia Marquez Benito J. Barrios John Valdivia Fred Shorett Henry Nickel Bessine L. Richard James Mulvihill 8.f Packet Pg. 128 Attachment: 5-30-18_SM_gh_draft (5554 : City Council Approval of Draft Minutes) Special Meeting DRAFT Minutes May 30, 2018 Mayor and City Council of the City of San Bernardino Page 2 Printed 5/30/2018 Invocation and Ceremonial Activities Rikki Van Johnson led the Invocation. Patrick Rogers, of the San Bernardino Municipal Water Department, sang the National Anthem, the songs for the Army, Navy, Coast Guard and Marines; and America the Beautiful. The California Nation al Guard, 1st Battalion, 185th Armor Regiment presented the colors for the Pledge of Allegiance. PRESENTATION 1. Hometown Heroes Military Banner Program- 12th Unveiling Councilmembers Marquez, Shorett and Richard, along with IT Director Mitch Cochran, presented Hometown Hero Military Banners to the following people: Nicholas Diaz, Army Dominic Lewis, Navy Gabriel Mayorga, Marines Iseah Johnathen Monroy, Army Tony David Rutinel, Navy Gabriel Salines, Navy Jamie Vasek, Navy Cameron James Zink, Army 2. Adjournment The meeting adjourned at 5:43 p.m. The next Joint Regular Meeting of the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency will be held on Wednesday, June 6, 2018 in the Council Chamber located at 201 North “E” Street, San Bernardino, California 92401. Closed Session will begin at 4:00 p.m. and Open Session will begin at 5:00 p.m. By: __________________________ Georgeann “Gigi” Hanna, CMC City Clerk 8.f Packet Pg. 129 Attachment: 5-30-18_SM_gh_draft (5554 : City Council Approval of Draft Minutes) 9.a Packet Pg. 130 Attachment: H&ED.Agreement with Annie Clark for Consultant Services.REPORT (5555 : Consultant Services Agreement with Annie Clark for reporting and financial management of HUD-related funding sources, police grants and social service grants such as the Senior Nutrition Program. Her current contract will conclude at the end of June. A new contract would allow both the Economic & Housing Development and Finance Departments to continue utilizing her services. Staff’s proposal is to devote 70 percent of Ms. Clark’s time to the Housing Division and 30 percent to the Finance Department, in order to accommodate a broader focus on citywide grants administration. Utilizing Ms. Clark’s expertise during the 2018- 19 fiscal year will result in continuity of the ongoing work with the audit clean up and the grant programs. 2018-19 Goals and Objectives The proposed consultant services agreement meets Mayor and City Council Goal No. 6: Operate in a fiscally Responsible and Business-Like Manner. Retaining Ms. Clark’s accounting consulting services will allow for continued effective management and reporting of grants received by the City. Fiscal Impact The total cost of Ms. Clark’s services from July 1, 2018 to June 30, 2019 will not exceed $88,000. Sufficient resources have been included in the FY 2018/19 Proposed Budget to fund the agreement; funding will be allocated 70% from CDBG (Housing & Economic Development) and 30% from general fund (Finance). Conclusion It is recommended that the Mayor and City Council adopt the Resolution, approving the Consultant Services Agreement with Annie Clark Attachments Attachment 1 - Resolution; Exhibit A – Consultant Services Agreement Between Annie Clark and the City of San Bernardino Ward: N/A June 21, 2017: Resolution No. 2017-110 Mayor and City Council authorized the second amendment to the Professional Services Agreement with Ms. Clark for accounting consultant services not to exceed $90,000. March 10, 2017: Resolution No. 2017-28 Mayor and City Council authorized the first amendment to the Professional Services Agreement with Ms. Clark in an amount not to exceed $84,000. 9.a Packet Pg. 131 Attachment: H&ED.Agreement with Annie Clark for Consultant Services.REPORT (5555 : Consultant Services Agreement with Annie Clark for 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 2018-144 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, AUTHORIZING THE EXECUTION OF A CONSULTANT SERVICES AGREEMENT BETWEEN ANNIE CLARK AND THE CITY OF SAN BERNARDINO FOR ACCOUNTING CONSULTANT SERVICES WHEREAS, on May 16, 2016, the City Manager authorized a Professional Services Agreement between the City of San Bernardino and Annie Clark in an amount not to exceed $49,000,000 for consulting services; and WHEREAS, on March 10, 2017, at the direction of the Mayor and City Council, the City Manager executed the First Amendment to the Professional Services Agreement between the City of San Bernardino and Annie Clark in an amount not to exceed Eighty-Eight Thousand Dollars ($88,000.00), for consulting services; and WHEREAS, June 21, 2017, at the direction of the Mayor and City Council, the City Manager executed the Second Amendment to the Professional Services Agreement between the City of San Bernardino and Annie Clark, in an amount not to exceed Eighty-eight Thousand Dollars ($88,000.00), for consulting services; and WHEREAS, there is a continued need for consulting services relative to the grants management and accounting functions performed by Annie Clark, NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. The Mayor and City Council approve the Consultant Services Agreement between the City of San Bernardino and Annie Clark to provide assistance to the Housing and Economic Development Department and the Finance Department, for a total amount not to exceed $88,000, in the form attached to this Resolution as Exhibit A. SECTION 2. The City Manager or her designee is hereby authorized and directed to execute the Consultant Services Agreement, to take all other actions and execute all other documents as may be necessary to effectuate the intent of the agreement, and in consultation with the City Attorney, to make such ministerial and non-material revisions to the agreement as may be necessary to effectuate its intent. SECTION 3. The authorization to execute the above referenced Consultant Services Agreement is rescinded if the parties to the Agreement do not execute it within sixty (60) days of the adoption of this Resolution. / / / / / / 9.b Packet Pg. 132 Attachment: H&ED.Agreement with Annie Clark for Consultant Services.RESOLUTION (5555 : Consultant Services Agreement with Annie Clark 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A CONSULTANT SERVICES AGREEMENT BETWEEN ANNIE CLARK AND THE CITY OF SAN BERNARDINO FOR ACCOUNTING CONSULTANT SERVICES I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and City Council of the City of San Bernardino at a joint regular meeting thereof, held on the 6th day of June, 2018, by the following vote, to wit: Council Members: AYES NAYS ABSTAIN ABSENT MARQUEZ _____ _____ _______ _______ BARRIOS _____ _____ _______ _______ VALDIVIA _____ _____ _______ _______ SHORETT _____ _____ _______ _______ NICKEL _____ _____ _______ _______ RICHARD _____ _____ _______ _______ MULVIHILL _____ _____ _______ _______ Georgeann Hanna, City Clerk The foregoing Resolution is hereby approved this 6th day of June, 2018. R. Carey Davis, Mayor City of San Bernardino Approved as to form: Gary D. Saenz, City Attorney By: _________________________ 9.b Packet Pg. 133 Attachment: H&ED.Agreement with Annie Clark for Consultant Services.RESOLUTION (5555 : Consultant Services Agreement with Annie Clark Annie Clark Consultant Agreement 1 CONSULTANT SERVICES AGREEMENT BETWEEN ANNIE CLARK AND CITY OF SAN BERNARDINO This Consultant Services Agreement is entered into this 6th day of June 2018, by and between Annie Clark (“CONSULTANT”) and the City of San Bernardino (“CITY”). WITNESSETH: WHEREAS, the City of San Bernardino Economic & Housing Development Department and the Finance Department are in need of a consultant to provide services to CITY; and WHEREAS, CONSULTANT has the expertise to provide such services as described in Exhibit “A”. NOW, THEREFORE, the parties hereto agree as follows: 1.0 SERVICES PROVIDED BY CONSULTANT 1.1. Scope of Services. For the remuneration stipulated, CONSULTANT shall provide to the Economic & Housing Development Department and the Finance Department professional services described in the Scope of Services attached hereto as Exhibit “A” and incorporated herein by this reference. If a conflict arises between the Scope of Services and any other term of this Consultant Services Agreement (hereinafter “Agreement”), the other terms of this Agreement shall govern. 1.2. Professional Practices. All professional services to be provided by CONSULTANT pursuant to this Agreement shall be provided by personnel identified herein and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices. CONSULTANT also warrants that she is familiar with all laws that may affect the performance of this Agreement and shall advise CITY of any changes in any laws that may affect CONSULTANT’s performance of this Agreement. CONSULTANT further represents that no CITY employee will provide any services under this Agreement. 1.3. Warranty. CONSULTANT warrants that she shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers’ compensation insurance and safety in employment; and all other Federal, State, and local laws and ordinances applicable to the services required under this Agreement. CONSULTANT shall indemnify, defend with counsel reasonably acceptable to CITY, and hold harmless CITY from and against all claims, 9.c Packet Pg. 134 Attachment: H&ED.Agreement with Annie Clark for Acccounting Services. EXHIBIT A (5555 : Consultant Services Agreement with Annie Clark Annie Clark Consultant Agreement 2 demands, payments, suits, actions, proceedings, and judgments of every nature and description including reasonable attorneys’ fees and costs, presented, brought, or recovered against CITY for, or on account of any liability under any of the above-mentioned laws, arising from or related to CONSULTANT’s performance under this Agreement. 1.4. Non-discrimination. In performance of this Agreement, CONSULTANT shall not engage in, nor permit officers, employees or agents of CONSULTANT to engage in, discrimination in employment of persons because of their race, religious creed, color, national origin, ancestry, age, mental or physical disability, medical condition, genetic information, marital status, gender, gender identity, sexual orientation, military and veteran status, or any other status protected by law, except as permitted pursuant to Section 12940 of the California Government Code. Violation of this provision may result in the imposition of penalties referred to in Labor Code Section 1735. 1.5. Non-Exclusive Agreement. CONSULTANT acknowledges that CITY may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement. 1.6. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without prior written consent of CITY. CONSULTANT may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at CONSULTANT’s sole cost and expense. 1.7. Conflicts of Interest. During the term of this Agreement, CONSULTANT shall at all times maintain a duty of loyalty and fiduciary duty as to CITY and shall not accept payment from or employment with any person or entity which will constitute a conflict of interest with CITY. 1.8. CITY Business Certificate. CONSULTANT shall, prior to execution of this Agreement, obtain and maintain during the term of this Agreement, a valid CITY Business Registration Certificate pursuant to Title 5 of the City of San Bernardino Municipal Code and any and all other licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required of CONSULTANT to practice CONSULTANT’S profession, skill, and business. 2.0 COMPENSATION AND BILLING 2.1. Compensation. Except as provided herein, CONSULTANT shall be paid at the rate of $91.00 per hour for a total amount not to exceed Eighty-eight Thousand Dollars ($88,000.00) as set forth in Exhibit “A." 9.c Packet Pg. 135 Attachment: H&ED.Agreement with Annie Clark for Acccounting Services. EXHIBIT A (5555 : Consultant Services Agreement with Annie Clark Annie Clark Consultant Agreement 3 2.2. Expenditures by CONSULTANT. No expenditures made by CONSULTANT in performing the services, including mileage or miscellaneous expenses, shall be reimbursed by CITY. 2.3. Additional Services. CONSULTANT shall not receive compensation for any services provided outside the scope of services specified in Attachment “A” unless CITY, prior to CONSULTANT performing the additional services, approves such additional services in writing. It is specifically understood that oral requests for and/or approvals of such additional services or additional compensation shall be barred and are unenforceable. 2.4. Method of Billing. CONSULTANT may submit invoices monthly to CITY for approval. Said invoices shall be based on the total of all CONSULTANT’s services which have been completed to CITY’s satisfaction, as determined by CITY in its sole discretion, for the time period billed. CITY shall pay CONSULTANT’s invoice within thirty (30) days from the date CITY received said invoice. The invoice shall describe in detail the service performed and the associated time expended for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Services,” and the invoice on which the Additional Services appear shall identify the number of the authorized change order, where applicable. 2.5. Records and Audits. Records of CONSULTANT’s services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to CITY for inspection and/or audit at mutually convenient times for a period of (3) years from the Effective Date, as defined in Section 3.1 of this Agreement. 3.0 TERM AND RENEWAL; NOTIFICATION 3.1. Term. The Effective Date of this Agreement shall be July 1, 2018. This Agreement shall commence on the Effective Date and continue through the completion of services as set forth in Exhibit “A”, not to occur later than June 30, 2019, unless the Agreement is previously terminated as provided for herein. After expiration, this Agreement may at the sole option of CITY be renewed for one additional year up to two times, for a total term not to exceed three years. Renewals shall be made by written amendment according to the requirements set forth in Section 4.14 of this Agreement. 3.2. Termination. Either CITY or CONSULTANT may terminate the services provided under this Agreement upon thirty (30) days’ written notice to the other party. In the event of termination, CONSULTANT shall be paid the reasonable value of services rendered prior to the date of termination and documented as required under Section 2.0 of this Agreement. 3.3. Documents. In the event of termination of this Agreement, all documents prepared by CONSULTANT in the performance of this Agreement shall be delivered to CITY within ten (10) days of delivery of termination notice to CONSULTANT, at no cost to CITY. Any use of uncompleted documents without specific written authorization from CONSULTANT shall be at CITY’s sole risk and without liability or legal expense to CONSULTANT. 9.c Packet Pg. 136 Attachment: H&ED.Agreement with Annie Clark for Acccounting Services. EXHIBIT A (5555 : Consultant Services Agreement with Annie Clark Annie Clark Consultant Agreement 4 4.0 GENERAL PROVISIONS 4.1. Entire Agreement. This Agreement constitutes the entire Agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. The terms of this Agreement shall prevail over any inconsistent provision in any other contract or document appurtenant hereto, including exhibits to this Agreement. 4.2. Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery, facsimile or mail and shall be addressed as set forth below. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 48 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail. TO CONSULTANT: TO CITY: Annie Clark Kathy Brann 31610 Sweetwater Circle Economic & Housing Development Director Temecula, CA 92591 290 North D Street San Bernardino, CA 92401 4.3. Attorneys’ Fees. In the event that litigation is brought by any party in connection with this Agreement, each party shall bear its own attorneys’ fees. No right of any party to recover attorneys’ fees in the event of such litigation is intended by the parties and no such right shall be implied from this Agreement. 4.4. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in San Bernardino County, California. 4.5. Assignment. CONSULTANT shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of CONSULTANT’s interest in this Agreement without CITY’s prior written consent. Any attempted assignment, transfer, subletting or encumbrance without such consent shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of CITY’s consent, no subletting or assignment shall release CONSULTANT of CONSULTANT’s obligation to perform all other obligations to be performed by CONSULTANT hereunder for the term of this Agreement. 4.6. Indemnification and Hold Harmless. CONSULTANT shall protect, defend with counsel reasonably acceptable to CITY, indemnify and hold harmless CITY and its elected and appointed officials, boards, commissions, officers, attorneys, agents and employees from any and 9.c Packet Pg. 137 Attachment: H&ED.Agreement with Annie Clark for Acccounting Services. EXHIBIT A (5555 : Consultant Services Agreement with Annie Clark Annie Clark Consultant Agreement 5 all claims, losses, demands, suits, administrative actions, penalties, liabilities and expenses, including reasonable attorney fees, damage to property or injuries to or death of any person or persons or damages of any nature including, but not limited to, all civil claims or workers’ compensation claims arising from or in any way related to CONSULTANT’s performance under this Agreement, except when caused solely by the CITY’s negligence or willful misconduct. 4.7. Independent Contractor. CONSULTANT, at all times while performing under this Agreement, is and shall be acting as an independent contractor and not as an agent or an employee of CITY. CONSULTANT shall be solely responsible for any and all payment of wages, benefits and taxes including, but not limited to, Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for CONSULTANT and the officers, agents, and employees of CONSULTANT as may be required by law. CONSULTANT shall secure, at the sole expense of CONSULTANT, all business licenses or other governmental permissions or authorizations required in connection with the services to be performed hereunder. Neither CONSULTANT nor the officers, agents and employees of CONSULTANT shall be entitled to receive any benefits which employees of CITY are entitled to receive including without limitation workers’ compensation insurance benefits, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pension, profit sharing or social security on account of CONSULTANT’s and CONSULTANT’s officers’, agents’ and employees’ work for the CITY. This Agreement does not create the relationship of agent, servant, employee, partnership or joint venture between the CITY and CONSULTANT. 4.8. Conflict of Interest Disclosure. CONSULTANT or CONSULTANT’s employees may be subject to the provisions of the California Political Reform Act of 1974 (the “Act”), which (1) requires such persons to disclose financial interests that may be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making or participating in making decisions that will have a foreseeable financial effect on such interests. CONSULTANT shall conform to all requirements of the Act. Failure to do so constitutes a material breach of this Agreement and is grounds for termination of this Agreement by CITY. 4.9. Responsibility for Errors. CONSULTANT shall be responsible for CONSULTANT’s work and results under this Agreement. CONSULTANT, when requested, shall furnish clarification and/or explanation as may be required by the CITY’s representative regarding an y services rendered under this Agreement at no additional cost to CITY. In the event that an error or omission attributable to CONSULTANT occurs, then CONSULTANT shall, at no cost to CITY, provide all other professional services necessary to rectify and correct the matter to the sole satisfaction of CITY and participate in any meeting required with regard to the correction. 4.10. Prohibited Employment. CONSULTANT shall not employ any current employee of CITY to perform the work under this Agreement while this Agreement is in effect. 9.c Packet Pg. 138 Attachment: H&ED.Agreement with Annie Clark for Acccounting Services. EXHIBIT A (5555 : Consultant Services Agreement with Annie Clark Annie Clark Consultant Agreement 6 4.11. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein. 4.12. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of CITY and CONSULTANT and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement. 4.13. Headings. Section and subsection headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. 4.14. Amendments. This Agreement may not be modified or amended except by a writing executed by all of the parties hereto or their respective successors and assigns. Any amendment giving rise to an expense of more than $50,000 to CITY shall not be effective unless and until approved by the City Council of CITY. 4.15. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of the right to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 4.16. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. 4.17. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement. 4.18. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so, the parties hereto are formally bound to the provisions of this Agreement. [SIGNATURES APPEAR ON THE FOLLOWING PAGE] 9.c Packet Pg. 139 Attachment: H&ED.Agreement with Annie Clark for Acccounting Services. EXHIBIT A (5555 : Consultant Services Agreement with Annie Clark Annie Clark Consultant Agreement 7 CONSULTANT SERVICES AGREEMENT BETWEEN ANNIE CLARK AND CITY OF SAN BERNARDINO IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written. Dated _________________, 2018 CONSULTANT By:___________________________ Annie Clark Dated _________________, 2018 CITY OF SAN BERNARDINO By:___________________________ Andrea M. Miller, City Manager APPROVED AS TO FORM Gary D. Saenz, City Attorney By:___________________________ 9.c Packet Pg. 140 Attachment: H&ED.Agreement with Annie Clark for Acccounting Services. EXHIBIT A (5555 : Consultant Services Agreement with Annie Clark Annie Clark Consultant Agreement 8 Attachment A ATTACHMENT A ANNIE CLARK SCOPE OF SERVICES FOR CITY OF SAN BERNARDINO CONSULTANT SERVICES AGREEMENT JULY 1, 2018 TO JUNE 30, 2019 1. Consultant shall assist the City of San Bernardino, under the direction of the Housing Manager, with the administration of the Community Development Block Grant (CDBG), Emergency Solutions Grant (ESG), Neighborhood Stabilization Program (NSP 1 and NSP 3); and HOME Investment Partnerships Act (HOME) programs, and of the Low- Moderate Income Housing Fund. 2. Consultant shall be paid at the rate of $91.00 per hour for a total amount not to exceed Eighty-eight Thousand Dollars ($88,000.00) per annum. 3. The Agreement is for the period starting July 1, 2018 and ending June 30, 2019. 4. Unless otherwise agreed by the parties, Consultant shall devote 70 percent of Consultant’s time in performing services to assist the City’s Economic & Housing Development Department, and 30 percent assisting the City’s Finance Department. Consultant shall, without limitation, perform the following functions: Economic & Housing Development Department • Coordinate the preparation and administration of the Economic & Housing Development budget. • Make recommendations on proposals and other budgetary or financial matters. • Perform analyses of capital program funding sources. • Prepare, review and/or approve draw-downs of federal and state grant funds including CDBG, ESG, HOME, and NSP 1 and 3 funds, and prepare drawdown reconciliation reports and quarterly reports. • Monitor and periodically update operating and capital budgets to reflect budget adjustments and funding changes. • Prepare analyses, schedules, summaries, journal entries and reconciliation to produce accurate periodic financial reports. • Prepare cash flow analysis. • Answer questions and compile special reports for departmental use in budget tracking and reporting. • Balance and reconcile expenditures to the General Ledger and Budget. 9.c Packet Pg. 141 Attachment: H&ED.Agreement with Annie Clark for Acccounting Services. EXHIBIT A (5555 : Consultant Services Agreement with Annie Clark Annie Clark Consultant Agreement 9 • Coordinate and assist in the preparation of the audit schedules; analyze, reconcile and prepare year-end adjusting, accruals, and closing entries. • Work directly with housing staff and staff from other departments to resolve technical accounting issues and problems. • Research and answer financial and other inquires submitted by staff and other departments. • Assist in the preparation of periodic and ad-hoc financial reports, including the Action Plan, the financial sections of the Consolidated Annual Performance Evaluation Report (CAPER), and the Annual Single Audit Report. Finance Department • Act as a grant liaison between the Finance Department and the Parks, Recreation & Community Services, Police, and Public Works Departments. • Assist in the preparation of the grants budgets if applicable. • Perform quarterly review of Parks, Recreation & Community Services, Police and Public Works Departments grants revenues and expenditures for accuracy, and make necessary adjustments. • Prepare the Federal Financial Reports for the Parks, Recreation & Community Services grants including Retired & Senior Volunteer Program and Senior Companion Program grants. • Prepare Monthly Reimbursement Report for the Parks, Recreation & Community Services’ Senior Nutrition Program grant. • Research and answer financial and other inquires submitted by staff and other departments. • Coordinate and assist in the preparation of the audit schedules; analyze, reconcile and prepare year-end adjusting, accruals, and closing entries. 9.c Packet Pg. 142 Attachment: H&ED.Agreement with Annie Clark for Acccounting Services. EXHIBIT A (5555 : Consultant Services Agreement with Annie Clark 10.a Packet Pg. 143 Attachment: CM.SA.VSA with UFI. REPORT (5556 : Vendor Services Agreement with Urban Futures, Inc. for Redevelopment Wind-Down Successor Agency and UFI, a copy of which is included as Exhibit “A” to the attached Resolution. Pursuant to the proposed FY 2018-19 VSA, UFI shall only provide those services as requested by the Successor Agency through the City Manager/Executive Director, or designee. The proposed services are outlined in Attachment A to the VSA. 2018-2019 Goals and Objectives Adoption of the attached Resolution approving the FY 2018-19 VSA between the Successor Agency and UFI, aligns with the following goals: No. 3, Create, Maintain and Grow Jobs and Economic Value in the City and No. 4, Ensure Development of a Well-Planned, Balanced, and Sustainable City. The activity involves the winding-down of the former redevelopment agency, which will result in the transfer of real property assets to third parties to place them into highest and best economic uses, consistent with the City’s General Plan and Zoning Ordinance, that will create economic activities, create job opportunities, remove blight, improve neighborhoods, create affordable housing and increase tax-ratables. Fiscal Impact The cost for FY 2018-19 of the proposed agreement is limited to a maximum amount of $404,000 dependent upon the workload assigned by designated staff and will be exclusively from the Successor Agency’s 2018-19 Recognized Obligation Payment Schedule (“ROPS”) Administration Budget Account No. 710-130-0001*5502, (ROPS Line 32). This agreement represents a $27,100 cost reduction from the FY 2017-18 Vendor Services Agreement with UFI. Conclusion It is recommended that the Mayor and City Council, in its capacity as the Successor Agency to the Redevelopment Agency of the City of San Bernardino, adopt the Resolution approving the FY 2018-19 VSA between the Successor Agency and UFI, and certain related actions. Attachments Attachment 1- Resolution; Exhibit “A” Attachment 2- Resolution No. 2017-137 – 2017/18 VSA with UFI Ward: All Synopsis of Previous Council Actions: 10.a Packet Pg. 144 Attachment: CM.SA.VSA with UFI. REPORT (5556 : Vendor Services Agreement with Urban Futures, Inc. for Redevelopment Wind-Down Prior Fiscal Years: Since 2012, the Successor Agency has approved a series of professional and vendor services agreements and amendments to said agreements with UFI for redevelopment wind-down services. 10.a Packet Pg. 145 Attachment: CM.SA.VSA with UFI. REPORT (5556 : Vendor Services Agreement with Urban Futures, Inc. for Redevelopment Wind-Down 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 1 RESOLUTION NO. 2018-145 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, ACTING AS THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO APPROVING THE FY 2018-19 VENDOR SERVICES AGREEMENT WITH URBAN FUTURES, INC., AND APPROVING CERTAIN RELATED ACTIONS WHEREAS, pursuant to Health and Safety Code (the “HSC”) § 34172 (a) (1), the Redevelopment Agency of the City of San Bernardino was dissolved on February 1, 2012; and WHEREAS, consistent with the provisions of the HSC, on January 9, 2012 the Mayor and City Council of the City of San Bernardino elected to serve in the capacity of the Successor Agency to the Redevelopment Agency of the City of San Bernardino (the “Successor Agency”); and WHEREAS, through a series of professional and vendor services agreements and amendments to said agreements, Urban Futures, Inc. (the “UFI”) has provided a variety of program management and general services to the Successor Agency since 2012 related to winding-down the former redevelopment agency on a time and materials basis subject to a financial limit; and WHEREAS, throughout the past six fiscal years, UFI’s highly qualified and skilled staff has assisted the Successor Agency in navigating through the complex and difficult process of winding-down the affairs of the former redevelopment agency; and WHEREAS, given the magnitude of the Successor Agency’s projected FY 2018-19 workload, additional specialized and complex professional services are necessary to assist in winding-down the former Redevelopment Agency of the City of San Bernardino during fiscal year 2018-19, as described within the FY 2018-19 Vendor Services Agreement (the “FY 2018-19 VSA”) between the Successor Agency and UFI, attached hereto as Exhibit “A” (the “Vendor Services”); and WHEREAS, based on projected workload, the Successor Agency has determined that it is advantageous and in the best interest of the Successor Agency to contract with UFI with respect to the Vendor Services during fiscal year 2018-19 (the “FY 2018-19 Vendor Services”); and WHEREAS, the cost for FY 2018-19 Vendor Services is limited $404,000 and will be exclusively funded from the Successor Agency’s Recognized Obligation Payment Schedule (the “ROPS”) 18-19; and 10.b Packet Pg. 146 Attachment: CM.SA.VSA with UFI.Attachment 1. Resolution UFI VSA for FY 2018-19 (5556 : Vendor Services Agreement with Urban Futures, Inc. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2 WHEREAS, the Successor Agency’s resources within ROPS 18-19 are sufficient to fund the FY 2018-19 Vendor Services pursuant to the FY 2018-19 VSA; and WHEREAS, per the FY 2018-19 VSA, Vendor shall only provide those services as requested by the Successor Agency through the City Manager/Executive Director, or designee; and WHEREAS, the Vendor confirms that it is ready and capable of providing the FY 2018-19 Vendor Services pursuant to this Agreement; and WHEREAS, this Resolution will approve the FY 2018-19 VSA between the Successor Agency and UFI; and WHEREAS, this Resolution has been reviewed with respect to applicability of the California Environmental Quality Act (the “CEQA”), the State CEQA Guidelines (California Code of Regulations, Title 14, § 15000 et seq., hereafter the “CEQA Guidelines”), and the City’s environmental guidelines; and WHEREAS, this Resolution does not constitute a “project” for purposes of CEQA, as that term is defined by CEQA Guidelines § 15378, because this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per § 15378 (b) (5) of the CEQA Guidelines; and WHEREAS, all of the prerequisites with respect to the approval of this Resolution have been met. NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, ACTING AS THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, AS FOLLOWS: SECTION 1. An Agreement, not-to-exceed the amount of $404,000 with said firm to provide said services, is approved and attached hereto as Exhibit “A” (Vendor Services Agreement) incorporated herein, and made a part hereof. 10.b Packet Pg. 147 Attachment: CM.SA.VSA with UFI.Attachment 1. Resolution UFI VSA for FY 2018-19 (5556 : Vendor Services Agreement with Urban Futures, Inc. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 3 SECTION 2. Pursuant to this determination, the Director of Finance is hereby authorized and directed to issue a Purchase Order for said services to said firm, which references this Resolution. SECTION 3. That the City Manager is hereby authorized and directed to execute said Agreement on behalf of the City. SECTION 4. That the authorization to execute the above-referenced Agreement is rescinded, if it is not executed and returned to the Office of the City Clerk within sixty (60) days of the passage of this Resolution. / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / 10.b Packet Pg. 148 Attachment: CM.SA.VSA with UFI.Attachment 1. Resolution UFI VSA for FY 2018-19 (5556 : Vendor Services Agreement with Urban Futures, Inc. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 4 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, ACTING AS THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO APPROVING THE FY 2018-19 VENDOR SERVICES AGREEMENT WITH URBAN FUTURES, INC., AND APPROVING CERTAIN RELATED ACTIONS I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and City Council of the City of San Bernardino, in its capacity as the Successor Agency to the Redevelopment Agency of the City of San Bernardino at a regular meeting thereof, held on the 6th day of June 2018, by the following vote, to wit: Council Members Ayes Nays Abstain Absent MARQUEZ BARRIOS VALDIVIA SHORETT NICKEL RICHARD MULVIHILL Georgeann Hanna, CMC, City Clerk The foregoing Resolution is hereby approved this day of June 2018. R. Carey Davis, Mayor City of San Bernardino Approved as to Form: Gary D. Saenz, City Attorney By: 10.b Packet Pg. 149 Attachment: CM.SA.VSA with UFI.Attachment 1. Resolution UFI VSA for FY 2018-19 (5556 : Vendor Services Agreement with Urban Futures, Inc. FY 2018-19 Vendor Services Agreement Between the Successor Agency to the Redevelopment Agency of the City of San Bernardino and Urban Futures, Inc. for Redevelopment Wind-Down Services This Vendor Service Agreement (the “Agreement”) is entered into this 6th day of June 2018 by and between the Successor Agency to the Redevelopment Agency of the City of San Bernardino (the "Successor Agency") and Urban Futures, Inc., (the "Vendor"). Individually, Successor Agency and Vendor may herein be referred to as a Party and collectively, the Vendor and the Successor Agency may herein be referred to as the Parties. WITNESSETH: WHEREAS, through a series of professional and vendor services agreements and amendments to said agreements, Vendor has provided a variety of program management and general services to the Successor Agency since 2012 related to winding-down the former redevelopment agency on a time and materials basis subject to a financial limit; and WHEREAS, throughout the past six fiscal years, UFI’s highly qualified and skilled staff has assisted the Successor Agency in navigating through the complex and difficult process of winding- down the affairs of the former redevelopment agency; and WHEREAS, given the magnitude of the Successor Agency’s projected FY 2018-19 workload, additional specialized and complex professional services are necessary to assist in winding-down the former Redevelopment Agency of the City of San Bernardino during fiscal year 2018-19, as described within Attachment “1” attached hereto (the “Vendor Services”); and WHEREAS, based on projected workload, the Successor Agency has determined that it is advantageous and in the best interest of the Successor Agency to contract with Vendor with respect to the Vendor Services during fiscal year 2018-19; and WHEREAS, the Vendor Services will be exclusively funded from the Successor Agency’s Recognized Obligation Payment Schedule (the “ROPS”) 18-19; and WHEREAS, the Successor Agency’s resources within ROPS 18-19 are sufficient to fund the Vendor Services pursuant to this Agreement; and WHEREAS, Vendor confirms that it is ready and capable of providing the Vendor Services pursuant to this Agreement. NOW, THEREFORE, the Parties hereto agree as follows: 10.c Packet Pg. 150 Attachment: CM.SA.VSA with UFI.Attachment 1.Exhibit A (5556 : Vendor Services Agreement with Urban Futures, Inc. for Redevelopment Wind- VENDOR SERVICES AGREEMENT BETWEEN THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND URBAN FUTURES INC. FOR FY 2018-19 Page 2 1. SCOPE OF VENDOR SERVICES. For the remuneration stipulated herein, the Successor Agency hereby engages the Vendor to provide the fiscal year 2018-19 Vendor Services, the scope of which is more particularly described in Attachment “1”, attached hereto and incorporated herein. Vendor shall only provide those services as requested by the Successor Agency through the City Manager/Executive Director, or designee. 2. COMPENSATION AND EXPENSES. a. Vendor shall carry out the Scope of Vendor Services, as requested by the Successor Agency through the City Manager/Executive Director, or designee, on an actual time and materials basis. b. For the services delineated above, the Successor Agency, upon presentation of an invoice, shall pay the Vendor up to the amount of $404,000 for the services and expenses set forth in Attachment “1”, attached hereto and incorporated herein. Vendor’s invoices shall include a summary report describing the services rendered during the period of the invoice, which also indicates the persons who provided the services. c. No other expenditures by Vendor shall be reimbursed by the Successor Agency. 3. TERM; TERMINATION. The term of this Agreement shall commence as of July 1, 2018 (the “Effective Date”) and shall continue for a period not to exceed June 30, 2019 (the “Term”). This Agreement may be terminated at any time by thirty (30) days' written notice by either Party. This Agreement shall remain in force and effect unless mutually amended. The Term of this Agreement may be extended with the written consent of both parties. 4. INDEMNITY. Vendor agrees to and shall indemnify and hold the Successor Agency, City of San Bernardino (“City”), their elected officials, employees, agents or representatives, free and harmless from all claims, actions, damages and liabilities of any kind and nature arising from bodily injury, including death, or property damage, based or asserted upon any actual or alleged act or omission of Vendor, its employees, agents, or subcontractors, relating to or in any way connected with the accomplishment of the work or performance of services under this Agreement, unless the bodily injury or property damage was actually caused by the sole negligence of the Successor Agency, City, its elected officials, employees, agents or representatives. As part of the foregoing indemnity, Vendor agrees to protect and defend at its own expense, including attorney's fees, the Successor Agency, City, its elected officials, employees, agents or representatives from any and all legal actions based upon such actual or alleged acts or omissions. Vendor hereby waives any and all rights to any types of express or implied indemnity against the Successor Agency, City, its elected officials, employees, agents or representatives, with respect to third party claims against the Vendor 10.c Packet Pg. 151 Attachment: CM.SA.VSA with UFI.Attachment 1.Exhibit A (5556 : Vendor Services Agreement with Urban Futures, Inc. for Redevelopment Wind- VENDOR SERVICES AGREEMENT BETWEEN THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND URBAN FUTURES INC. FOR FY 2018-19 Page 3 relating to or in any way connected with the accomplishment of the work or performance of services under this Agreement. 5. INSURANCE. While not restricting or limiting the foregoing, during the term of this Agreement, Vendor shall maintain in effect policies of comprehensive public, general and automobile liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory worker's compensation coverage, and shall file copies of said policies with the City's Risk Manager prior to undertaking any work under this Agreement. Successor Agency and City shall be set forth as an additional named insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to the City shall require the insurer to notify City of any change or termination in the policy. 6. NON-DISCRIMINATION. In the performance of this Agreement and in the hiring and recruitment of employees, Vendor shall not engage in, nor permit its officers, employees or agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or sexual orientation, or any other status protected by law, except as permitted pursuant to Section 12940 of the California Government Code. 7. INDEPENDENT CONTRACTOR. Vendor shall perform work tasks provided by this Agreement, but for all intents and purposes Vendor shall be an independent contractor and not an agent or employee of the Successor Agency or City. Vendor shall secure, at its expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Vendor and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. Vendor warrants that it possesses or shall obtain, and maintain a City of San Bernardino business registration certificate and any other licenses, permits, qualifications, insurance and approval of whatever nature that are legally required of Vendor to practice its business or profession. 9. NOTICES. Any notices to be given pursuant to this Agreement shall be deposited with the United States Postal Service, postage prepaid and addressed as follows: 10.c Packet Pg. 152 Attachment: CM.SA.VSA with UFI.Attachment 1.Exhibit A (5556 : Vendor Services Agreement with Urban Futures, Inc. for Redevelopment Wind- VENDOR SERVICES AGREEMENT BETWEEN THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND URBAN FUTURES INC. FOR FY 2018-19 Page 4 TO THE SUCCESSOR AGENCY: TO THE VENDOR: City Manager/Executive Director Michael Busch, CEO City of San Bernardino Urban Futures, Inc. 290 North D Street, 3rd Floor 17821 E. 17th Street, Suite 245 San Bernardino CA 92401 Tustin, CA 92780 10.c Packet Pg. 153 Attachment: CM.SA.VSA with UFI.Attachment 1.Exhibit A (5556 : Vendor Services Agreement with Urban Futures, Inc. for Redevelopment Wind- VENDOR SERVICES AGREEMENT BETWEEN THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND URBAN FUTURES INC. FOR FY 2018-19 Page 5 10. ATTORNEYS' FEES In the event that litigation is brought by any Party in connection with this Agreement, the prevailing Party shall be entitled to recover from the opposing Party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing Party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions hereof. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the Successor Agency and City shall be considered as "attorneys' fees" for the purposes of this paragraph. 11. ASSIGNMENT. Vendor shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of the Vendor's interest in this Agreement without the Successor Agency's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for the termination of this Agreement. Regardless of Successor Agency's consent, no subletting or assignment shall release Vendor of Vendor's obligation to perform all other obligations to be performed by Vendor hereunder for the term of this Agreement. 12. VENUE. The Parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated either in the State courts located in the County of San Bernardino, State of California or the U.S. District Court for the Central District of California, Riverside Division. The aforementioned choice of venue is intended by the Parties to be mandatory and not permissive in nature. 13. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to the benefit of the Parties to this Agreement and their respective heirs, representatives, successors, and assigns. 15. HEADINGS. The subject headings of the sections of this Agreement are included for the purposes of convenience only and shall not affect the construction or the interpretation of any of its provisions. 16. SEVERABILITY. 10.c Packet Pg. 154 Attachment: CM.SA.VSA with UFI.Attachment 1.Exhibit A (5556 : Vendor Services Agreement with Urban Futures, Inc. for Redevelopment Wind- VENDOR SERVICES AGREEMENT BETWEEN THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND URBAN FUTURES INC. FOR FY 2018-19 Page 6 If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. 17. REMEDIES; WAIVER All remedies available to either Party for one or more breaches by the other Party are and shall be deemed cumulative and may be exercised separately or concurrently without waiver of any other remedies. The failure of either Party to act in the event of a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches, unless such waiver shall be in writing and signed by the Party against whom enforcement is sought. 18. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement and the understanding between the Parties, and supersedes any prior agreements and understandings relating to the subject manner of this Agreement. This Agreement may be modified or amended only by a written instrument executed by all Parties to this Agreement. IN WITNESS THEREOF, the Parties hereto have executed this Agreement on the day and date set forth below. Dated: , 2018 SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO BY: Andrea M. Miller City Manager/Executive Director Dated: , 2018 VENDOR BY: Michael P. Busch, CEO APPROVED AS TO FORM: ATTEST: Gary D. Saenz, City Attorney Georgeann Hanna, CMC, City Clerk By: By: 10.c Packet Pg. 155 Attachment: CM.SA.VSA with UFI.Attachment 1.Exhibit A (5556 : Vendor Services Agreement with Urban Futures, Inc. for Redevelopment Wind- VENDOR SERVICES AGREEMENT BETWEEN THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND URBAN FUTURES INC. FOR FY 2018-19 Page 7 ATTACHMENT “1” A. Summary of Project Management Services Urban Futures, Inc. (“UFI”) shall only provide project management services as requested by the Successor Agency through the City Manager/Executive Director, or designee. Examples of the types of project management services that UFI may provide during FY 2018-19 are summarized below. The examples provided are not intended to be definitive and may be amended, deleted or expanded at the Successor Agency’s sole discretion. The numbering protocol used below is provided for convenience of reference only and does not reflect priority sequence. The Successor Agency shall determine the priority sequence of the requested project management services at its sole discretion. 1. Preparation and processing for approval Recognized Obligation Payment Schedule (the “ROPS”) 19-20 A & B (Combined) consistent with the procedures and application deadlines applicable thereto. 2. Implementation of the Successor Agency’s Property Disposition Strategy including, but not limited to: a) Assist with the coordination of the Successor Agency’s portfolio of “for sale” properties. Together with the Successor Agency’s listing real estate broker, this will include negotiating sales prices, justifying sales prices, negotiation of purchase and sale agreements, processing purchase and sale agreements for approval through the Successor Agency and/or City, Oversight Board and California Department of Finance (“DOF”), managing escrow and title company matters and ensuring the proper disposition of net land sales proceeds through the County Auditor-Controller; b) Assist with the preparation and promulgation of invitations for letters of interest (“LOI”) and/or requests for proposals (“RFP”) from real estate developers for selected future development sites, assist in evaluating developer proposals, recommending developer selections, negotiating exclusive rights of negotiation (“ERN”), negotiating disposition and development agreements (“DDA”), processing ERNs and DDAs for Successor Agency and/or Mayor and City Council approvals, managing the Successor Agency’s and/or City’s obligations pursuant to the ERNs and DDAs and preparing and processing Compensation Agreements or Notifications of Compensation with or to the taxing entities, as may be required; c) Assist with the coordination of the ERN related to the Arden-Guthrie site, which will include reconciliation of site valuation, negotiation of a DDA, an agreement with the County Workforce Development Department, DOF’s approval and resolution of HUD matters related to the release of a Section 108 loan lien on the Arden-Guthrie site and concurrence relative to the process for confirming the Low- and Moderate-Income eligible job applicants. 10.c Packet Pg. 156 Attachment: CM.SA.VSA with UFI.Attachment 1.Exhibit A (5556 : Vendor Services Agreement with Urban Futures, Inc. for Redevelopment Wind- VENDOR SERVICES AGREEMENT BETWEEN THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND URBAN FUTURES INC. FOR FY 2018-19 Page 8 d) Assist with the coordination of the transfer of the operations to third parties of any “future development” designated sites determined by the Successor Agency; e) Assist with the preparation and processing for approval the Compensation Agreements or Notifications of Compensation as may be necessary to transfer the six (6) remaining future development designated properties to third-party entities; f) Assist with the selection and engagement of one or more environmental engineering firms to prepare Phase I reports, as required Phase II reports, lead-based paint and asbestos studies with remediation scopes of work as may be needed; g) Assist with the selection and engagement of one or more structural engineering firms to prepare scopes of work as may be necessary for demolition or seismic retrofit purposes as may be needed; h) Assist with the selection and engagement of management services professionals with respect to designated sites; i) Assist with the selection and engagement of developers for designated sites; and j) Assist in finalizing and processing for approval the agreements needed to transfer the Theater Square site to third parties for completion. 3. To the extent there are remaining unresolved issues, assist staff with respect to continuing to pursue the removal of property from the property tax rolls and property tax cancellations for all Successor Agency properties included in LRPMP and those related to the LMIHF transfers from AHS and the SBEDC. 4. Assist with the selection of eligible projects and management of funding from the 2010 A and B Tax Allocation Bonds per the Bond Expenditure Agreement. 5. Assist with the reconciliation of conditional performance-based payments due to Waterman Holdings and negotiating a level payment plan for current and future ROPS (i.e., EO No. 24), which will contribute to the Successor Agency eligibility for a Last and Final ROPS. 6. Subject to meeting the statutory eligibility requirements (i.e., no outstanding lawsuits) and if requested by the Successor Agency, preparation and processing for approval a Last and Final ROPS consistent with the procedures and application deadlines applicable thereto. 7. Provide any other project management related services that may be requested by the City Manager/Executive Director, or designee. 10.c Packet Pg. 157 Attachment: CM.SA.VSA with UFI.Attachment 1.Exhibit A (5556 : Vendor Services Agreement with Urban Futures, Inc. for Redevelopment Wind- VENDOR SERVICES AGREEMENT BETWEEN THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND URBAN FUTURES INC. FOR FY 2018-19 Page 9 B. Summary of Program Management Services UFI shall only provide program management services as requested by the Successor Agency through the City Manager/Executive Director, or designee. Examples of the types of program management services that UFI may provide during FY 2018-19 are summarized below. The examples provided are not intended to be definitive and may be amended, deleted or expanded at the Successor Agency’s sole discretion. The numbering protocol used below is provided for convenience of reference only and does not reflect priority sequence. The Successor Agency shall determine the priority sequence of the requested program management services at its sole discretion. 1. Policy: Policy development involves the overall management of the Successor Agency including, but not limited to planning, strategies, fiscal feasibility, funding/financing strategies, and/or program development (e.g., in conjunction with the City Manager/Executive Director and any other entity or persons designated by the City Manager/Executive Director, or designee). 2. Collaboration: Participating in formal and informal planning, strategy and/or project management discussions, negotiations and presentations with staff, clients, community officials, local or state government agencies, and others. 3. Reports: Researching, preparing, reviewing evaluating and/or submitting reports, forms, spreadsheets and any other written documentation that may be required by the Successor Agency, the Oversight Board, the DOF, County Auditor-Controller, City Manager/Executive Director, the Mayor and City Council, legal counsel, the Finance Department, or other entities as may be designated by the City Manager/Executive Director, or designee. 4. Representation: Providing oral presentations that may be required by the Successor Agency, the Oversight Board, the California Department of Finance, County Auditor-Controller, County Assessor, County Counsel or other entities as may be designated by the City Manager/Executive Director, or designee. 5. Compliance/Implementation: Perform any compliance and/or implementation related tasks and/or services that may be required by the Successor Agency, the Oversight Board, the California Department of Finance, County Auditor-Controller or other entities as may be designated by the City Manager/Executive Director, or designee. 6. Documentation: With respect to the above described services, the listing below is an example of the types of documents that may require preparation, processing, implementing or managing compliance with respect to the wind-down of the former redevelopment agency. a. Recognized Obligation Payment Schedules (“ROPS”); 10.c Packet Pg. 158 Attachment: CM.SA.VSA with UFI.Attachment 1.Exhibit A (5556 : Vendor Services Agreement with Urban Futures, Inc. for Redevelopment Wind- VENDOR SERVICES AGREEMENT BETWEEN THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND URBAN FUTURES INC. FOR FY 2018-19 Page 10 b. Meet and Confer Requests and Meetings c. Meet and Review Requests and Meetings; d. Final and Conclusive Enforceable Obligation Determinations; and e. Insufficient Funds Notifications. 7. Other: Provide any other program management related services that may be requested by the City Manager/Executive Director, or designee. I. COMPENSATION, EXPENSES AND KEY STAFF: A. Professional Services Rates Schedule Vendor shall carry out the Scope of Vendor Services on an actual time and materials basis, subject to the financial limit specified in Section 2 of the Vendor Services Agreement, utilizing the following professional services rate schedule: Professional Staff Hourly Rates Managing Director $ 225.00 Senior Project Manager $ 120.00 Vendor shall invoice for the professional services provided pursuant to the Agreement monthly. Vendor’s invoices shall include a summary report describing the services rendered during the period of the invoice, which also indicates the persons who provided the services. B. Expenses Costs for telephone, e-mail and facsimile expenses, postage and incidental photocopying and local travel are included within the above noted Professional Service Rates Schedule. The professional services rate schedule does not include out-of-pocket expenses that may be incurred during the accomplishment of the Scope of Vendor Services. Out-of-pocket expenses include, but are not limited to, all other necessary materials, supplies, services, printing, electronic data files, out of area travel, etc. All out-of-pocket expenses shall be charged on an actual cost basis, plus 10%. C. Key Staff Vendor’s staff is comprised of highly skilled professionals able to handle assignments ranging from site-specific developer negotiations to community wide development strategies, grant projects and programs, entitlement processing, financial/funding advisement, affordable housing programs, economic development strategic plans and implementation and comprehensive redevelopment agency wind-down services. Steven H. Dukett, Managing Director, and Kathleen Robles, Senior Project Manager, represent the key professional staff who are assigned to carry-out the Scope of Vendor Services. Mr. Dukett will serve as the Managing Director in charge of overseeing Vendor’s services hereunder. Other staff members may be used as necessary. Vendor will not replace the herein named personnel without the written consent of the Successor Agency’s City Manager/Executive Director, or designee. 10.c Packet Pg. 159 Attachment: CM.SA.VSA with UFI.Attachment 1.Exhibit A (5556 : Vendor Services Agreement with Urban Futures, Inc. for Redevelopment Wind- 10.d Packet Pg. 160 Attachment: CM.SA.VSA with UFI.Attachment 2 (5556 : Vendor Services Agreement with Urban Futures, Inc. for Redevelopment Wind-Down 10.d Packet Pg. 161 Attachment: CM.SA.VSA with UFI.Attachment 2 (5556 : Vendor Services Agreement with Urban Futures, Inc. for Redevelopment Wind-Down 10.d Packet Pg. 162 Attachment: CM.SA.VSA with UFI.Attachment 2 (5556 : Vendor Services Agreement with Urban Futures, Inc. for Redevelopment Wind-Down 10.d Packet Pg. 163 Attachment: CM.SA.VSA with UFI.Attachment 2 (5556 : Vendor Services Agreement with Urban Futures, Inc. for Redevelopment Wind-Down 10.d Packet Pg. 164 Attachment: CM.SA.VSA with UFI.Attachment 2 (5556 : Vendor Services Agreement with Urban Futures, Inc. for Redevelopment Wind-Down 10.d Packet Pg. 165 Attachment: CM.SA.VSA with UFI.Attachment 2 (5556 : Vendor Services Agreement with Urban Futures, Inc. for Redevelopment Wind-Down 10.d Packet Pg. 166 Attachment: CM.SA.VSA with UFI.Attachment 2 (5556 : Vendor Services Agreement with Urban Futures, Inc. for Redevelopment Wind-Down 10.d Packet Pg. 167 Attachment: CM.SA.VSA with UFI.Attachment 2 (5556 : Vendor Services Agreement with Urban Futures, Inc. for Redevelopment Wind-Down 10.d Packet Pg. 168 Attachment: CM.SA.VSA with UFI.Attachment 2 (5556 : Vendor Services Agreement with Urban Futures, Inc. for Redevelopment Wind-Down 10.d Packet Pg. 169 Attachment: CM.SA.VSA with UFI.Attachment 2 (5556 : Vendor Services Agreement with Urban Futures, Inc. for Redevelopment Wind-Down 10.d Packet Pg. 170 Attachment: CM.SA.VSA with UFI.Attachment 2 (5556 : Vendor Services Agreement with Urban Futures, Inc. for Redevelopment Wind-Down 10.d Packet Pg. 171 Attachment: CM.SA.VSA with UFI.Attachment 2 (5556 : Vendor Services Agreement with Urban Futures, Inc. for Redevelopment Wind-Down 11.a Packet Pg. 172 Attachment: PW.Econolite REPORT (5557 : First Amendment to Agreement with Econolite for Purchase of Traffic Signal Materials and 2018-2019 Goals and Objectives Ensuring that traffic signals are working properly aligns with Goal No 2: Provide for the Safety of City Residents and Businesses. Conclusion It is recommended that the Mayor and City Council of the City of San Bernardino, California adopt the Resolution, authorizing the First Amendment to the agreement with Econolite. Attachments Attachment 1 - Resolution; Exhibit “A” – Amended Vendor Purchase Agreement Attachment 2 - Original Vendor Purchase Agreement and Resolution No. 2014-257 Attachment 3 – Pricing Ward: All Synopsis of Previous Council Actions: July 7, 2014, - Resolution No. 2014-257, Authorizing the Execution of a Vendor Purchase Agreement 11.a Packet Pg. 173 Attachment: PW.Econolite REPORT (5557 : First Amendment to Agreement with Econolite for Purchase of Traffic Signal Materials and 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 2018-146 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, AUTHORIZING THE EXECUTION OF THE FIRST AMENDMENT TO THE AGREEMENT WITH ECONOLITE FOR THE PURCHASE OF TRAFFIC SIGNAL MATERIALS AND SUPPLIES WHEREAS, on July 7, 2014 by Resolution 2014-257 the Mayor and City Council of the City of San Bernardino, California determined that VENDOR was the lowest responsive bidder for RFP F-14-28 and approved that certain Vendor Purchase Agreement with Econolite for purchase of traffic signal materials and supplies (the “Agreement”); and, WHEREAS, CITY and VENDOR desire to amend the Agreement for traffic signal materials and supplies to continue and desire to amend their rights, duties, and liabilities in connection with their performance thereunder. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA AS FOLLOWS: SECTION 1. The City Manager or her designee is hereby authorized and directed to execute a First Amendment to the Agreement (the “First Amendment”) attached hereto as Exhibit “A” and incorporated herein by this reference as though set forth in full. SECTION 2. The Finance Director or his designee, is hereby authorized and directed to increase the Purchase Order authorized by Sections 2 and 3 of Resolution No. 2014-257 to an amount not to exceed $100,000 and incorporate the terms and conditions of the First Amendment. SECTION 3. The authorizations provided above are effective for sixty (60) days from the passage of this Resolution. If First Amendment is not fully executed and returned to the Office of the City Clerk within sixty days of the passage of this Resolution the authorizations provided above are rescinded. /// 11.b Packet Pg. 174 Attachment: PW.Econolite Attachment 1. Reso (5557 : First Amendment to Agreement with Econolite for Purchase of Traffic Signal Materials 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, AUTHORIZING THE EXECUTION OF THE FIRST AMENDMENT TO THE AGREEMENT WITH ECONOLITE FOR THE PURCHASE OF TRAFFIC SIGNAL MATERIALS AND SUPPLIES I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and City Council of the City of San Bernardino at a ____________ meeting thereof, held on the _______ day of __________________, 2018, by the following vote, to wit: Council Members: AYES NAYS ABSTAIN ABSENT MARQUEZ _____ _____ _______ _______ BARRIOS _____ _____ _______ _______ VALDIVIA _____ _____ _______ _______ SHORETT _____ _____ _______ _______ NICKEL _____ _____ _______ _______ RICHARD _____ _____ _______ _______ MULVIHILL _____ _____ _______ _______ Georgeann Hanna, City Clerk The foregoing Resolution is hereby approved this ________ day of ______________, 2018. R. Carey Davis, Mayor City of San Bernardino Approved as to form: Gary D. Saenz, City Attorney By: _________________________ 11.b Packet Pg. 175 Attachment: PW.Econolite Attachment 1. Reso (5557 : First Amendment to Agreement with Econolite for Purchase of Traffic Signal Materials Exhibit “A” Page 1 of 2 AMENDMENT NUMBER ONE TO THE VENDOR PURCHASE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND ECONOLITE FOR TRAFFIC SIGNAL MATERIALS AND SUPPLIES This Amendment Number One (the “First Amendment”) is entered into this 6th day of June 2018, BY AND BETWEEN: The City of San Bernardino, California a Charter City organized under the laws of the State of California, with an address of 290 N. “D” Street, San Bernardino, California (the “CITY”); AND, Econolite of Anaheim, California (the “VENDOR”) (individually CITY or VENDOR may be referred to as a “PARTY” and collectively CITY and VENDOR may be referred to as the “PARTIES”). W I T N E S S E T H : WHEREAS, on July 7, 2014 pursuant to Resolution 2014-257 the CITY and VENDOR entered into that certain Agreement titled Vendor Purchase Agreement Between the City of San Bernardino and Econolite for Traffic Signal Materials and Supplies (the “Agreement); and, WHEREAS, CITY and VENDOR desire to amend the Agreement for Purchase of Traffic Signal Materials and Supplies and desire to amend their rights, duties, and liabilities in connection with their performance thereunder. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the PARTIES hereby agree as follows: 1. The compensation paid to VENDOR shall increase to an amount not to exceed ONE HUNDRED THOUSAND DOLLARS ($100,000). 2. That the term of the Agreement is extended to June 30, 2019. 3. All other terms and conditions of the Agreement shall remain in full force and effect. [Signature Page Follows] 11.c Packet Pg. 176 Attachment: PW.Econolite Attachment 1.Exhibit A.Amendment No. 1 Purchase Ageement (5557 : First Amendment to Agreement with Econolite Exhibit “A” Page 2 of 2 AMENDMENT NUMBER ONE TO THE VENDOR PURCHASE AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND ECONOLITE FOR TRAFFIC SIGNAL MATERIALS AND SUPPLIES IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. Dated: _____________, 2018 ECONOLITE By: Its: Dated: ____________, 2018 CITY OF SAN BERNARDINO By: Andrea M. Miller, City Manager APPROVED AS TO FORM: Gary D. Saenz, City Attorney By: 11.c Packet Pg. 177 Attachment: PW.Econolite Attachment 1.Exhibit A.Amendment No. 1 Purchase Ageement (5557 : First Amendment to Agreement with Econolite 11.d Packet Pg. 178 Attachment: PW.Econolite Attachment 2 (5557 : First Amendment to Agreement with Econolite for Purchase of Traffic Signal Materials and 11.d Packet Pg. 179 Attachment: PW.Econolite Attachment 2 (5557 : First Amendment to Agreement with Econolite for Purchase of Traffic Signal Materials and 11.d Packet Pg. 180 Attachment: PW.Econolite Attachment 2 (5557 : First Amendment to Agreement with Econolite for Purchase of Traffic Signal Materials and 11.d Packet Pg. 181 Attachment: PW.Econolite Attachment 2 (5557 : First Amendment to Agreement with Econolite for Purchase of Traffic Signal Materials and 11.d Packet Pg. 182 Attachment: PW.Econolite Attachment 2 (5557 : First Amendment to Agreement with Econolite for Purchase of Traffic Signal Materials and 11.d Packet Pg. 183 Attachment: PW.Econolite Attachment 2 (5557 : First Amendment to Agreement with Econolite for Purchase of Traffic Signal Materials and 11.d Packet Pg. 184 Attachment: PW.Econolite Attachment 2 (5557 : First Amendment to Agreement with Econolite for Purchase of Traffic Signal Materials and 11.d Packet Pg. 185 Attachment: PW.Econolite Attachment 2 (5557 : First Amendment to Agreement with Econolite for Purchase of Traffic Signal Materials and 11.d Packet Pg. 186 Attachment: PW.Econolite Attachment 2 (5557 : First Amendment to Agreement with Econolite for Purchase of Traffic Signal Materials and 11.e Packet Pg. 187 Attachment: PW.Econolite Attachment 3 (5557 : First Amendment to Agreement with Econolite for Purchase of Traffic Signal Materials and 12.a Packet Pg. 188 Attachment: PW.LMD Willowbrook Landscape.00.Staff Report (5558 : Contract with Willowbrook Landscape Inc., for Landscape Maintenance On March 26, 2018, the City advertised a Notice Inviting Bids for the contract to maintain LMD Contract Area H. On May 1, 2018, three sealed bids were opened in public view and tabulated. A summary comparison of the bid tabulation and the previous contract prices for LMD Area H is included in this report. Discussion The contract for landscape maintenance has an initial term of twelve (12) months beginning July 1, 2018 through June 30, 2019 to coincide with the City’s fiscal year. Built into the contract is an option to renew for an additional twelve (12) month renewal term with written mutual consent from the contractor and the Director of Public Works. The contract is limited to two (2) optional one (1) year extensions, after which the Department must put the contracts out to bid and return to the Mayor and City Council for approval of a new contract award. Districts formed prior to Assessment District No. 1020 do not have built in escalators and were subsequently capped when Proposition 218 became effective in 1997. Districts formed after Assessment District No. 1020 have Consumer Price Index (CPI) escalation factors built into the district which allow for incrementally greater assessments to keep pace with the cost of inflation associated with the administration and maintenance of said districts without requiring a ballot of the properties subject to assessment to determine existence of a majority protest. The published CPI for All Urban Consumers in the Los Angeles-Riverside-Orange County region grew by 2.794% between 2016 and 2017, and by 5.682% between 2014 and 2017. Willowbrook Landscape Inc. was determined to be the Lowest Responsible Bidder based on the total sum of Schedules 1 through 7, which represent the assessment districts the City actively maintains within Area H, and taking into account a Local Vendor Preference as authorized in the San Bernardino Municipal Code Section 3.04.125, and Executive Order 2003-1. Schedule 8 (Additive 1) was not included in the determination of the Lowest Responsible Bidder. The second lowest bid, including the additive Schedule 8, was the lowest overall bid; however, it represents an average increase of 9.47% of maintenance costs within the seven actively maintained assessment districts, and 82.89% savings in one default assessment district where the maintenance cost is currently $0.00 and is anticipated to remain there. Changes in the contract bid price of the Lowest Responsible Bidder within the individual districts are below this 5.682% growth in the CPI since the contract was previously awarded. The greatest increase is 4.33% within Assessment District No. 1059, the average change within the seven active assessment districts is 2.90% less than the previous contract. 2018-2019 Goals and Objectives The award of this landscape maintenance contract helps ensure that the City is clean and attractive which aligns with Goal No. 3: Ensure Development of a Well-Planned, Balanced, and Sustainable City. 12.a Packet Pg. 189 Attachment: PW.LMD Willowbrook Landscape.00.Staff Report (5558 : Contract with Willowbrook Landscape Inc., for Landscape Maintenance Fiscal Impact The cost of the landscape maintenance contract is paid by the respective assessment districts. A predetermined portion of costs deemed to be of general benefit which is not assessable to the district and must be paid by the general fund. The annual cost of the contract for the maintenance within the seven active districts is $60,298; $2,564.80 from the General Fund and $57,733.20 collectively from the individual assessment districts. Conclusion It is recommended that the Mayor and City Council adopt the Resolution, awarding a landscape maintenance contract in LMD Area H to Willowbrook Landscape Inc. Attachments Attachment 1 Bid Tabulation Summary Comparison Attachment 2 LMD Contract Area H Vicinity Map Attachment 3 Resolution; Exhibit “A” Wards: 3 Synopsis of Previous Council Actions: • Mar 21, 2018 – Resolution 2018-086 – Mayor and City Council approve Amendment No. 2 extending the existing contract through June 30, 2018. • Jan 03, 2018 – Resolution 2018-003 – Mayor and City Council approve Amendment No. 1 extending the existing contract through March 31, 2018. • Jun 16, 2014 – Resolution 2014-172 – Mayor and City Council award a contract to Willowbrook Landscape Inc. for the maintenance of landscaping in various assessment districts known as Area “H”. 12.a Packet Pg. 190 Attachment: PW.LMD Willowbrook Landscape.00.Staff Report (5558 : Contract with Willowbrook Landscape Inc., for Landscape Maintenance Summary of May 1, 2018 Bid Tabulation compared to Previous Contract Prices for Area HPREVIOUS CONTRACTWILLOWBROOK LANDSCAPING INC(Hesperia)LOW BIDWILLOWBROOK LANDSCAPING INC(Hesperia)% Change over previous contract2ND LOW BIDRP LANDSCAPE(City of San Bernardino)% Change over previous contract3RD LOW BIDINLAND EMPIRE LANDSCAPE(San Bernardino County)% Change over previous contractSCHEDULE 1 ‐ AD 956 ‐ TRI‐CITY18,090.00$ 18,360.00$ 1.49% 19,576.00$ 8.21%17,559.45$ ‐2.93%SCHEDULE 2 ‐ AD 968 ‐ AIRPORT DRIVE2,904.00$ 2,680.00$ ‐7.71% 3,860.00$ 32.92%5,807.05$ 99.97%SCHEDULE 3 ‐ AD 1016 ‐ NORTH SIDE OF COULSTON STREET1,620.00$ 1,640.00$ 1.23% 1,936.00$ 19.51%2,825.75$ 74.43%SCHEDULE 4 ‐ AD 1023 ‐ ELM & COULSTON3,496.00$ 3,516.00$ 0.57% 4,892.00$ 39.93%4,031.75$ 15.32%SCHEDULE 5 ‐ AD 1027 ‐ WATERMAN & WASHINGTON19,208.00$ 16,938.00$ ‐11.82% 21,373.00$ 11.27%21,136.50$ 10.04%SCHEDULE 6 ‐ AD 1045 ‐ WATERMAN AND ORANGE SHOW 10,544.00$ 10,654.00$ 1.04% 10,267.00$ ‐2.63%9,259.50$ ‐12.18%SCHEDULE 7 ‐ AD 1059 ‐ ORANGE SHOW AND TIPPECANOE 6,240.00$ 6,510.00$ 4.33% 6,080.00$ ‐2.56%5,760.50$ ‐7.68%SCHEDULE 8 (ADDITIVE NO. 1) ‐ AD 1038 ‐ ORANGE SHOW AND ARROWHEAD12,800.00$ 11,343.00$ ‐11.38% 2,190.00$ ‐82.89%6,117.50$ ‐52.21%TOTAL BASE CONTRACT AMOUNT ‐ SCHEDULES 1 THROUGH 762,102.00$ 60,298.00$ ‐2.90% 67,984.00$ 9.47%66,380.50$ 6.89%TOTAL CONTRACT AMOUNT INCLUDING ADDITIVE ‐ ALL SCHEDULES74,902.00$ 71,641.00$ ‐4.35% 70,174.00$ ‐6.31%72,498.00$ ‐3.21%TOTAL BASE CONTRACT AMOUNT LESS 5% LOCAL VENDOR CREDIT FOR PURPOSE OF DETERMINING LOWEST RESPONSIBLE BIDDER *60,298.00$ 64,584.80$ 66,380.50$ *12.b Packet Pg. 191 Attachment: PW.LMD Willowbrook Landscape.01.Attachment 1.Bid Tabulation Summary Comparison (5558 : Contract with Willowbrook 3rd Ward3rd Ward 1st Ward1st Ward AD 968 AD 1045 AD 956 AD 1059 AD 1063 AD 1038 AD 1027 NORMAN RD P L Y M O UTHWAYANNAPOL I S C I RCAMINOREALCLUBCENTER D RDUMAS S T FERREE STWIERRDHERITAGE LN DAVIDSON ST GOU LD S T GARDENA STCAROL INE S T OR ANGE S HO W LN COOL E Y S T COMMERCIALDR INDUSTRIAL RD P A R K C E N TERCIRHARDT ST RE C H ECAN Y O NRDCOULSTON ST ANDERSON STREDLAN DS B LVD HUNTS LNEST H O S PITALITY L N W A S H I N G T O N S T WATERMAN AVEBARTON RDCARNEGIEDR VICTORIA AVE OR ANGE S HOW RD BRIER D R ¯LM D Area H Vicinity Map AD 1038 is a Default District. 12.c Packet Pg. 192 Attachment: PW.LMD Willowbrook Landscape.02.Attachment 2.LMD Contract Area H Vicinity Map (5558 : Contract with Willowbrook Landscape 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 2018-147 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, AWARDING A CONTRACT TO WILLOWBROOK LANDSCAPE INC. FOR THE MAINTENANCE OF LANDSCAPING IN ASSESSMENT DISTRICT NOS. 956, 968, 1016, 1023, 1027, 1045 AND 1059, KNOWN AS AREA “H” BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. Willowbrook Landscape Inc. is the lowest responsible bidder for Area “H”: Maintenance of Landscaping in Assessment District Nos. 956, 968, 1016, 1023, 1027, 1045 And 1059, per Plan Nos. 6244, 6738-A, 9363-A, 9703, 10083, 12028A and 12058A. A contract, attached hereto as Exhibit “A” and incorporated herein by reference, is awarded accordingly to said bidder in a total amount of $71,641.00 for the initial term beginning on July 1, 2018, through June 30, 2019. All other bids for Area “H”, therefore, are hereby rejected. SECTION 2. The City Manager is hereby authorized to execute the contract with Willowbrook Landscape Inc., attached hereto as Exhibit “A” and incorporated herein. SECTION 3. This contract may be extended by two additional one (1) year terms as set forth in said contract. SECTION 4. The above authorization is rescinded if the parties to the contract fail to file a fully executed copy of said contract with the City Clerk within sixty (60) days of the passage of this Resolution. \\\ \\\ \\\ \\\ \\\ \\\ \\\ 12.d Packet Pg. 193 Attachment: PW.LMD Willowbrook Landscape.03.Attachment 3.Resolution (5558 : Contract with Willowbrook Landscape Inc., for Landscape 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, AWARDING A CONTRACT TO WILLOWBROOK LANDSCAPE INC. FOR THE MAINTENANCE OF LANDSCAPING IN ASSESSMENT DISTRICT NOS. 956, 968, 1016, 1023, 1027, 1045 AND 1059, KNOWN AS AREA “H” I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and City Council of the City of San Bernardino at a ______________________________ meeting thereof, held on the _____ day of ________________, 2018, by the following vote, to wit: Council Members: AYES NAYS ABSTAIN ABSENT MARQUEZ _____ _____ _______ _______ BARRIOS _____ _____ _______ _______ VALDIVIA _____ _____ _______ _______ SHORETT _____ _____ _______ _______ NICKEL _____ _____ _______ _______ RICHARD _____ _____ _______ _______ MULVIHILL _____ _____ _______ _______ Georgeann Hanna, CMC, City Clerk The foregoing Resolution is hereby approved this _____ day of ________________, 2018. Approved as to form: R. Carey Davis, Mayor Gary D. Saenz, City Attorney City of San Bernardino By: 12.d Packet Pg. 194 Attachment: PW.LMD Willowbrook Landscape.03.Attachment 3.Resolution (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 195 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 196 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 197 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 198 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 199 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 200 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 201 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 202 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 203 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 204 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 205 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 206 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 207 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 208 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 209 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 210 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 211 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 212 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 213 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 214 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 215 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 216 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 217 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 218 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 219 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 220 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 221 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 222 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 223 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 224 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 225 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 226 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 227 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 228 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 229 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 230 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 231 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 232 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 233 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 234 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 235 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 236 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 237 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 238 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 239 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 240 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 241 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 242 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 243 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 244 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 245 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 246 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 247 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 248 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 249 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 250 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 251 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 252 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 253 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 254 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 255 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 256 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 257 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 258 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 259 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 260 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 261 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 262 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 263 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 264 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 265 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 266 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 267 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 268 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 269 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 12.e Packet Pg. 270 Attachment: PW.LMD Willowbrook Landscape.04.Attachment 3.Exhibit A (5558 : Contract with Willowbrook Landscape Inc., for Landscape 13.a Packet Pg. 271 Attachment: PW.Truesdell Bridge Surface Coating Award. REPORT (5559 : Award of Construction Contract to Truesdell Corp of California, Inc. The Project was advertised for public bidding on April 14, 2018, and April 19, 2018, in the San Bernardino County Sun Newspaper, F. W. Dodge, Construction Bid Board, High Desert Plan Room, San Diego Daily Transcript, Sub-Hub Online Plan Room, Reed Construction Data, Bid America Online, Construction Bid Source, Bid Ocean, the City’s web sites, and the San Bernardino Area Chamber of Commerce. Sealed bids were received and opened on May 1, 2018. The results are tabulated below: Name Of Bidder City Amount of Bid Truesdell Corporation of California, Inc. Tempe, Arizona $174,174.00 Beador Construction Company Corona, California $178,300.00 The lowest apparent bidder is Truesdell Corporation of California, Inc. with a bid of $174,174. The City has reviewed both bid packages and confirmed that Truesdell Corporation of California, Inc. is the lowest responsible and responsive bidder. If awarded by the City Council, construction is anticipated to begin in July 2018 and be completed by September 2018. 2018-2019 Goals and Objectives This project is consistent with Goal No.4: Ensure Development of a Well-Planned Balanced and Sustainable City, since it will contribute to well-maintained streets for sustained economic growth. Fiscal Impact The estimated project costs, as well as available funding in the FY 2017/18 Capital Improvement Projects Budget, are summarized in the table below. Estimated Project Cost Construction Cost (Basic Bid/Purchase Order) $174,174 Construction Contingency (Approx. 10% ) $17,400 Estimated Contract Project Cost $191,574 Administration and Inspection (approx. 10% ) $19,426 Estimated Total Project Cost $211,000 Budget needs to be amended to appropriate $211,000 from the SB-1 funds to the project. 13.a Packet Pg. 272 Attachment: PW.Truesdell Bridge Surface Coating Award. REPORT (5559 : Award of Construction Contract to Truesdell Corp of California, Inc. Conclusion: It is recommended that the Mayor and City Council of the City of San Bernardino, approve the Resolution awarding a construction contract to Truesdell Corporation of California, Inc. Attachments Attachment 1 - Resolution Bridge and Railing Repairs (SS-A) Project Award Attachment 2 - Contract Agreement Attachment 3 - Bid Opening Tabulation for Bridge and Railing Repairs (SS-A) Attachment 4 - Bid Documents for Bridge and Railing Repairs (SS-A) at two Locations Ward: 1, 3 Synopsis of Previous Council Actions: 06/21/2017 Adopted Resolution No. 2017-118 approving the Operating Budget and the Capital Improvement Plan (CIP) for FY 2017/18 and establishing the city’s Appropriations Limit as required by Article XIII of the California State Constitution. 13.a Packet Pg. 273 Attachment: PW.Truesdell Bridge Surface Coating Award. REPORT (5559 : Award of Construction Contract to Truesdell Corp of California, Inc. 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 2018-148 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING A CONSTRUCTION CONTRACT WITH TRUESDELL CORPORATION OF CALIFORNIA, INC. IN THE AMOUNT OF $174,174 AND AUTHORIZING A CONSTRUCTION CONTINGENCY IN THE AMOUNT OF $17,400 FOR A TOTAL CONTRACT AMOUNT OF $191,574; AUTHORIZING THE FINACE DIRECTOR TO AMEND THE FY 17/18 BUDGET TO ALLOCATE SB-1 FUNDS TO THE PROJECT, AUTHORIZING THE CITY MANAGER OR DESIGNEE TO SIGN ALL NECESSARY DOCUMENTS, AND AUTHORIZING THE CITY MANAGER TO EXPEND THE CONTINGENCY FUND, IF NECESSARY, TO COMPLETE THE PROJECT BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. Truesdell Corporation of California, Inc., 1310 W. 23rd Street, Tempe, AZ 85282 is the lowest responsive responsible bidder for Bridge and Railing Repairs (SS-A) - Deck Surface Treatment for Bridges over the Santa Ana River at Tippecanoe Avenue and “E” Street per Plan No. 13035. A contract is awarded to said bidder in a total amount of $174,174.00 with a contingency amount of $17,400.00 but such contract shall be effective only upon being fully executed by both parties. All other bids, therefore, are hereby rejected. The City Manager is hereby authorized and directed to execute said contract on behalf of the City. The City Manager is hereby authorized and directed to execute said contingency not to exceed $17,400 on behalf of the City. A copy of the contract is on file in the office of the City Clerk and incorporated herein by reference as though fully set forth at length. SECTION 2. The Director of Finance is authorized to amend FY 17/18 Budget to allocate SB-1 Funds to the project SECTION 3. The Director of Finance is authorized and directed to issue a Purchase Order in the amount of $174,174.00 to Truesdell Corporation of California, Inc. for this work. SECTION 4. This contract and any amendment or modifications thereto shall not take effect or become operative until fully signed and executed by the parties and no party 13.b Packet Pg. 274 Attachment: PW.Truesdell Bridge Surface Coating Award.Attachment 1.RESOLUTION (5559 : Award of Construction Contract to Truesdell Corp 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 shall be obligated hereunder until the time of such full execution. No oral agreements, amendments, modifications or waivers are intended or authorized and shall not be implied from any act or course The authorization to execute this contract is rescinded if the parties to the contract fail to execute it and return the fully executed contract to the Office of the City Clerk within sixty (60) days of passage of this Resolution. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// 13.b Packet Pg. 275 Attachment: PW.Truesdell Bridge Surface Coating Award.Attachment 1.RESOLUTION (5559 : Award of Construction Contract to Truesdell Corp 3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING A CONSTRUCTION CONTRACT WITH TRUESDELL CORPORATION OF CALIFORNIA, INC. IN THE AMOUNT OF $174,174 AND AUTHORIZING A CONSTRUCTION CONTINGENCY IN THE AMOUNT OF $17,400 FOR A TOTAL CONTRACT AMOUNT OF $191,574; AUTHORIZING THE FINACE DIRECTOR TO AMEND THE FY 17/18 BUDGET TO ALLOCATE SB-1 FUNDS TO THE PROJECT, AUTHORIZING THE CITY MANAGER OR DESIGNEE TO SIGN ALL NECESSARY DOCUMENTS, AND AUTHORIZING THE CITY MANAGER TO EXPEND THE CONTINGENCY FUND, IF NECESSARY, TO COMPLETE THE PROJECT I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and City Council of the City of San Bernardino at a ______________________________ meeting thereof, held on the _____ day of ________________, 2018, by the following vote, to wit: Council Members: AYES NAYS ABSTAIN ABSENT MARQUEZ _____ _____ _______ _______ BARRIOS _____ _____ _______ _______ VALDIVIA _____ _____ _______ _______ SHORETT _____ _____ _______ _______ NICKEL _____ _____ _______ _______ RICHARD _____ _____ _______ _______ MULVIHILL _____ _____ _______ _______ Georgeann Hanna, CMC, City Clerk The foregoing Resolution is hereby approved this _____ day of ________________, 2018. R. Carey Davis, Mayor City of San Bernardino Approved as to form: Gary D. Saenz, City Attorney By: 13.b Packet Pg. 276 Attachment: PW.Truesdell Bridge Surface Coating Award.Attachment 1.RESOLUTION (5559 : Award of Construction Contract to Truesdell Corp A G R E E M E N T CITY OF SAN BERNARDINO THIS AGREEMENT is made and concluded this _____ day of _______________, 20___, between the City of San Bernardino (owner and hereinafter "CITY"), and Truesdell Corporation of California, Inc. (hereinafter "CONTRACTOR"). 1. For and in consideration of the payments and agreements hereinafter mentioned, to be made and performed by the CITY, and under the conditions expressed in the bond as deposited with the CITY, receipt of which is hereby acknowledged, the CONTRACTOR agrees with the CITY, at the CONTRACTOR's own proper cost and expense in the Special Provisions to be furnished by the CITY, to furnish all materials, tools and equipment and perform all the work necessary to complete in good workmanlike and substantial manner the BRIDGE AND RAILING REPAIRS AT VARIOUS LOCATIONS (SS-A) DECK SURFACE TREATMENT FOR BRIDGES OVER THE SANTA ANA RIVER AT TIPPECANOE AVENUE AND “E” STREET in strict conformity with Plans and Special Provisions No. 13035 , and also in accordance with Standard Specifications for Public Works Construction, 2015 Edition, on file in the Office of the City Engineer, Public Works Department, City of San Bernardino, which said Plans and Special Provisions and Standard Specifications are hereby especially referred to and by such reference made a part hereof. 2. CONTRACTOR agrees to receive and accept the prices as set forth in the Bid Schedule as full compensation for furnishing all materials and doing all the work contemplated and embraced in this agreement; also for all loss or damage arising out of the nature of the work aforesaid or from any unforeseen difficulties or obstructions which may arise or be encountered in the prosecution of the work and for all risks of every description connected with the work; also for all expenses incurred by or in consequence of the suspension or discontinuance of work, and for well and faithfully completing the work and the whole thereof, in the manner and according to the Plans and Special Provisions, and requirements of the Engineer under them. 3. The CONTRACTOR herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on the basis of race, color, national origin, religion, sex, marital status, or ancestry in the performance of this contract, nor shall the CONTRACTOR or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection of subcontractors, vendees, or employees in the performance of this contract. Failure by the CONTRACTOR to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy, as recipient deems appropriate. 13.c Packet Pg. 277 Attachment: PW.Truesdell Bridge Surface Coating Award.Attachment 2.AGREEMENT (5559 : Award of Construction Contract to Truesdell Corp AGREEMENT: BRIDGE AND RAILING REPAIRS AT VARIOUS LOCATIONS (SS-A) DECK SURFACE TREATMENT FOR BRIDGES AT VARIOUS LOCATIONS 4. CITY hereby promises and agrees with the said CONTRACTOR to employ, and does hereby employ the said CONTRACTOR to provide the materials and to do the work according to the terms and conditions herein contained and referred to, for the prices aforesaid, and hereby contracts to pay the same at the time, in the manner, and upon the conditions above set forth; and the same parties for themselves, their heirs, executors, administrators, and assigns, do hereby agree to the full performance of the covenants herein contained. 5. It is further expressly agreed by and between the parties hereto that should there be any conflict between the terms of this instrument and the bid of said CONTRACTOR, then this instrument shall control and nothing herein shall be considered as an acceptance of said terms of said bid conflicting herewith. IN WITNESS WHEREOF, the parties of these presents have executed this contract in four (4) counterparts, each of which shall be deemed an original in the year and day first above mentioned. CONTRACTOR CITY OF SAN BERNARDINO NAME OF FIRM: TRUESDELL CORPORATION OF CALIFORNIA, INC. BY: ___________________________________ ANDREA M. MILLER, City Manager City of San Bernardino BY: _______________________________ TITLE: ATTEST: MAILING ADDRESS: 1310 W. 23rd Street _______________________________ GEORGEANN HANNA, City Clerk Tempe, AZ 85282 ___________________________________ PHONE NO.: ( 602 ) 437-1711 APPROVED AS TO FORM: ATTEST: _______________________________ GARY D. SAENZ, City Attorney __________________________________ Secretary NOTE: Secretary of the Owner should attest. If Contractor is a corporation, Secretary should attest. 13.c Packet Pg. 278 Attachment: PW.Truesdell Bridge Surface Coating Award.Attachment 2.AGREEMENT (5559 : Award of Construction Contract to Truesdell Corp CITY OF SAN BERNARDINO PUBLIC WORKS DEPARTMENT BID OPENING TABULATION BRIDGE AND RAILING REPAIRS AT VARIOUS LOCATIONS (SS-A) DECK SURFACE TREATMENT FOR BRIDGES OVER THE SANTA ANA RIVER AT TIPPECANOE AVENUE AND "E" STREET PLAN NO. 13035 BID OPENING: 2:00 P.M., MAY 1, 2018 FILE:SS-A ACCT NO. 126-160-7233-5504 Item No.BID ITEM DESCRIPTION Estimated Quantity Unit BID SCHEDULE Unit Price Total Unit Price Total 1 FURNISH & INSTALL BRIDGE DECK AND APPROACH SLABS CLEAN AND SEAL WITH METHACRYLATE, INCLUDING TRAFFIC CONTROL AT WATERMAN AVE. BRIDGE NO 54C0015 40,100 SF 1.71 68,571.00 1.75 70,175.00 2 FURNISH & INSTALL BRIDGE DECK AND APPROACH SLABS CLEAN AND SEAL WITH METHACRYLATE, INCLUDING TRAFFIC CONTROL AT "E" STREET BRIDGE NO. 54C0364 50,000 LF 1.71 85,500.00 1.75 87,500.00 3 REPLACEMENT OF EXISTING STRIPING, PAVEMENT MARKINGS AND RAISED PAVEMENT MARKERS WITH THERMOPLASTIC STRIPING, THERMOPLASITC MARKINGS AND NEW RAISED PAVEMENT MARKERS 1 LS 20,103.00 20,103.00 20,625.00 20,625.00 4 5 6 7 8 9 TOTAL BID SCHEDULE LOW BIDDER TRUESDELL CORP. 2ND LOW BEADOR CONSTRUCTION $174,174.00 $178,300.00 13.dPacket Pg. 279Attachment: PW.Truesdell Bridge Surface Coating Award.Attachment 3.BID_TAB (5559 : Award of Construction Contract to Truesdell Corp of 13.e Packet Pg. 280 Attachment: PW.Truesdell Bridge Surface Coating Award.Attachment 4.BID (5559 : Award of Construction Contract to Truesdell Corp of 13.e Packet Pg. 281 Attachment: PW.Truesdell Bridge Surface Coating Award.Attachment 4.BID (5559 : Award of Construction Contract to Truesdell Corp of 13.e Packet Pg. 282 Attachment: PW.Truesdell Bridge Surface Coating Award.Attachment 4.BID (5559 : Award of Construction Contract to Truesdell Corp of 13.e Packet Pg. 283 Attachment: PW.Truesdell Bridge Surface Coating Award.Attachment 4.BID (5559 : Award of Construction Contract to Truesdell Corp of 13.e Packet Pg. 284 Attachment: PW.Truesdell Bridge Surface Coating Award.Attachment 4.BID (5559 : Award of Construction Contract to Truesdell Corp of 13.e Packet Pg. 285 Attachment: PW.Truesdell Bridge Surface Coating Award.Attachment 4.BID (5559 : Award of Construction Contract to Truesdell Corp of 13.e Packet Pg. 286 Attachment: PW.Truesdell Bridge Surface Coating Award.Attachment 4.BID (5559 : Award of Construction Contract to Truesdell Corp of 13.e Packet Pg. 287 Attachment: PW.Truesdell Bridge Surface Coating Award.Attachment 4.BID (5559 : Award of Construction Contract to Truesdell Corp of 13.e Packet Pg. 288 Attachment: PW.Truesdell Bridge Surface Coating Award.Attachment 4.BID (5559 : Award of Construction Contract to Truesdell Corp of 13.e Packet Pg. 289 Attachment: PW.Truesdell Bridge Surface Coating Award.Attachment 4.BID (5559 : Award of Construction Contract to Truesdell Corp of 13.e Packet Pg. 290 Attachment: PW.Truesdell Bridge Surface Coating Award.Attachment 4.BID (5559 : Award of Construction Contract to Truesdell Corp of 13.e Packet Pg. 291 Attachment: PW.Truesdell Bridge Surface Coating Award.Attachment 4.BID (5559 : Award of Construction Contract to Truesdell Corp of 13.e Packet Pg. 292 Attachment: PW.Truesdell Bridge Surface Coating Award.Attachment 4.BID (5559 : Award of Construction Contract to Truesdell Corp of 13.e Packet Pg. 293 Attachment: PW.Truesdell Bridge Surface Coating Award.Attachment 4.BID (5559 : Award of Construction Contract to Truesdell Corp of 13.e Packet Pg. 294 Attachment: PW.Truesdell Bridge Surface Coating Award.Attachment 4.BID (5559 : Award of Construction Contract to Truesdell Corp of Consent Calendar City of San Bernardino Request for Council Action Date: June 6, 2018 To: Honorable Mayor and City Council Members From: Andrea M. Miller, City Manager By: Kathy Brann, Director of Economic and Housing Development Subject: Housing-Related Parks Program (HRPP) Award – Project Change of Scope Recommendation Adopt Resolution No. 2018-149 of the Mayor and City Council of the City of San Bernardino, California, authorizing a project change of scope for the 2015 Program Year Housing-Related Parks Program (HRPP) grant and authorizing the City Manager to take any further actions and execute any further documents as are necessary to effectuate the change of scope and accomplish its objectives. Background On February 1, 2016, the Mayor and City Council adopted Resolution No. 2016-11 authorizing National CORE to submit a Housing-Related Parks Program (HRPP) grant application, on behalf of the City of San Bernardino, to the California Department of Housing and Community Development (HCD). The grant application stated that the funds were to be used to support the development of a public park network and community center to meet the needs of the residents, students, employees and neighbors in and around the Valencia-9 housing development, E. Neal Roberts Elementary, Sierra High School and the future redeveloped Waterman Gardens public housing site. The City received notification on June 30, 2016, that it was awarded $398,200 in HRPP grant funds. Subsequently, on November 7, 2016, the Mayor and City Council adopted Resolution No. 2016-221 accepting the grant amount from HCD for park improvements at Waterman Gardens. Discussion The HRPP application indicated that grant funds would be used to establish a community center and park network to serve residents in and around the Waterman Gardens Project. The City Council authorized the submittal and acceptance of HRPP grant funds with the understanding that National Core or the County of San Bernardino 14.a Packet Pg. 295 Attachment: H&ED.HRPP Project Amendment.REPORT (5560 : Housing-Related Parks Program (HRPP) Award – Project Change of Scope) through the Housing Authority of the County of San Bernardino (HACSB), one of the partners in the Waterman Gardens redevelopment project, would bear the liability, maintenance, and operations costs of the new park. However, HACSB later notified staff that the County could not bear the ongoing costs associated with a park on their property. National Core also tried working with the School District to locate the community center at the E. Neal Roberts Elementary School adjacent to Waterman Gardens; however, the District also had concerns. Because the award of the HRPP grant funds was predicated on the application for Waterman Gardens, the funds could not be used on another site unless HCD approved a project change of scope. HCD was informed of the changed circumstances and requested that the City be allowed to change the project site and scope of work in order to use the HRPP funds for a different project in the City rather than have the funds be allocated to another jurisdiction. Based on the conversations between the City Manager’s Office, the Economic and Housing Development Department, Parks and Recreation, HACSB and National Core it was determined that the best use of the HRPP funds would be for the improvements at Perris Hill Park. Perris Hill Park was selected because it is the closest park to Waterman Gardens and meets the grant requirement of proximity to the qualifying affordable housing development. Secondly, the work to be done at Perris Hill could readily be completed and meet the deadline requirements of the grant. HCD approved the change of project scope from Waterman Gardens to Perris Hill Park. However, the grant amount was reduced from $398,200 to $314,200. The $84,000 reduction was a result of the project no longer qualifying for the park deficient community bonus, which would have provided an additional $500 for each of the 168 bedroom units created at the Waterman Gardens project. The grant funds for Perris Hill Park will be used for new playground equipment, tennis court improvements, and parking lot lighting. Although Perris Hill Park is not immediately adjacent to Waterman Gardens, it is within a mile of Waterman Gardens and the renovations will benefit the residents at Waterman Gardens and the surrounding neighborhood. 2018-19 Goals and Objectives The proposed use of the HRPP funds supports Goal No 4: Ensure Development of a Well-Planned, Balanced, and Sustainable City. Use of the HRPP grant funds at Perris Hill Park will improve existing infrastructure and contribute to the city’s attractiveness. Fiscal Impact The renovations at Perris Hill Park will be funded from the receipt of the HRPP grant funds in an amount of $314,200. There is no match requirement; therefore, there is no fiscal impact to the City’s General Fund. Conclusion It is recommended that the Mayor and City Council authorize the proposed project change of scope for the 2015 program year Housing-Related Parks Program (HRPP) grant, and authorize the City Manager to take any further actions and execute any 14.a Packet Pg. 296 Attachment: H&ED.HRPP Project Amendment.REPORT (5560 : Housing-Related Parks Program (HRPP) Award – Project Change of Scope) further documents necessary to effectuate the change of scope and accomplish its objectives. Attachments Attachment 1 Resolution; Exhibit A, Project Change of Scope Ward: 1 Synopsis of Previous Council Actions: On February 1, 2016, the Mayor and Common Council adopted Resolution 2016-11 Authorizing the Submittal of a Housing-Related Parks Program Application to the California Department of Housing and Community Development. On November 7, 2016, the Mayor and Common Council adopted Resolution 2016-221 Accepting a Grant in the Amount of $398,200 from the California Department of Housing and Community Development for an On- Site Community Center at Waterman Gardens. 14.a Packet Pg. 297 Attachment: H&ED.HRPP Project Amendment.REPORT (5560 : Housing-Related Parks Program (HRPP) Award – Project Change of Scope) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 1 RESOLUTION NO. 2018-149 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, AUTHORIZING A PROJECT CHANGE OF SCOPE FOR THE 2015 PROGRAM YEAR HOUSING-RELATED PARKS PROGRAM GRANT AND AUTHORIZING THE CITY MANAGER TO TAKE ANY FURTHER ACTIONS AND EXECUTE ANY FURTHER DOCUMENTS NECESSARY TO EFFECTUATE THE CHANGE OF SCOPE AND ACCOMPLISH ITS OBJECTIVES WHEREAS, on February 1, 2016 the Mayor and City Council adopted Resolution 2016- 11 authorizing National Community Renaissance of California (“National CORE”) and the City of San Bernardino Housing Division to submit an application for grant funding through the California Department of Housing and Community Development (“HCD”) Housing-Related Parks Program (“HRPP”); and WHEREAS, at the time of the application, funding from the HRPP was to be used to revitalize a high-need, park-deprived area in central San Bernardino by establishing a network of recreational facilities, including: parks, trails, a community center and joint-use facilities to be utilized by neighborhood residents, including residents of the Waterman Gardens public housing redevelopment project (“Waterman Gardens Project”) and students at E. Neal Roberts Elementary and Sierra High School; and WHEREAS, on June 30, 2016, HCD announced that the City had been awarded an HRPP grant in the amount of $398,200; and WHEREAS, on November 11, 2016, the Mayor and City Council adopted Resolution 2016-221 accepting a grant in the amount of $398,200 from HCD for an on-site community center at Waterman Gardens with the understanding that the County of San Bernardino would incur all costs associated with the liability, maintenance and operation of the new park; and WHEREAS, the County of San Bernardino notified the City that it could not support the creation of a park at Waterman Gardens and would not bear the ongoing costs associated with the park; and, WHEREAS, National Core also reached out to the San Bernardino Unified School District to locate the community center at E. Neal Roberts Elementary School (adjacent to the Waterman Gardens Project), but the SBUSD could not accommodate the community center project; and 14.b Packet Pg. 298 Attachment: H&ED.HRPP Project Amendment.RESOLUTION (5560 : Housing-Related Parks Program (HRPP) Award – Project Change of Scope) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2 WHEREAS, the City notified HCD regarding the lack of support for the creation of a park at the Waterman Gardens project and requested a Project Change of Scope; and WHEREAS, HCD approved a Project Change of Scope for the HRPP application; and WHEREAS, HCD reduced the HRPP grant amount from $398,200 to $314,200 as a result of the project no longer qualifying for a park-deficient community bonus; and WHEREAS, the City desires to use HRPP funds for the renovation of Perris Hill Park; and WHEREAS, the renovations of Perris Hill Park will not be conducted in partnership with National CORE and will instead be developed through the City’s Parks and Recreation Department; NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: Section 1. The foregoing recitals are true and correct and are a substantive part of this Resolution. Section 2. The Amended Project Change of Scope attached hereto as Exhibit “A” is approved. Section 3. The City Manager or her designee is authorized and directed to take any further actions and execute any further documents as are necessary to effectuate the Amended Project Change of Scope and accomplish its objectives. Section 4. This resolution shall take effect upon its adoption and execution in the manner required by the City’s Municipal Code. / / / / / / / / / / / / / / / / / / / / / / / / 14.b Packet Pg. 299 Attachment: H&ED.HRPP Project Amendment.RESOLUTION (5560 : Housing-Related Parks Program (HRPP) Award – Project Change of Scope) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 3 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, AUTHORIZING A PROJECT CHANGE OF SCOPE FOR THE 2015 PROGRAM YEAR HOUSING-RELATED PARKS PROGRAM GRANT AND AUTHORIZING THE CITY MANAGER TO TAKE ANY FURTHER ACTIONS AND EXECUTE ANY FURTHER DOCUMENTS NECESSARY TO EFFECTUATE THE CHANGE OF SCOPE AND ACCOMPLISH ITS OBJECTIVES I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and City Council of the City of San Bernardino at a regular meeting thereof, held on the day of June, 2018, by the following vote, to wit: Council Members Ayes Nays Abstain Absent MARQUEZ BARRIOS VALDIVIA SHORETT NICKEL RICHARD MULVIHILL Georgeann Hanna, CMC, City Clerk The foregoing Resolution is hereby approved this day of June 2018. R. Carey Davis, Mayor City of San Bernardino Approved as to Form: Gary D. Saenz, City Attorney By: 14.b Packet Pg. 300 Attachment: H&ED.HRPP Project Amendment.RESOLUTION (5560 : Housing-Related Parks Program (HRPP) Award – Project Change of Scope) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 4 Exhibit A Housing Related Parks Program Project Change of Scope Project Location: Perris Hill Park 1135 East Highland Avenue San Bernardino, CA 92408 The City is proposing the following improvements: • Playground Equipment Replacement - Removal and replacement of existing playground equipment on the eastern portion of the park. The new playground equipment would include integrated shade systems, rubberized safety surface for fall protection and stainless steel slides, in order to minimize damage caused by vandalism to plastic slides. • Tennis Court Renovations – Re-surfacing and re-striping of the seven existing tennis courts; replacement of the nets and replacement of the wind screening material. • Parking Lot Lighting Conversion – Convert existing parking lot lighting from antiquated metal halide fixtures to solar powered LED fixtures throughout the park, including Perris Hill Senior Center and the YMCA. The result will be more efficient and consistent lighting, as well as better visibility and security. 14.b Packet Pg. 301 Attachment: H&ED.HRPP Project Amendment.RESOLUTION (5560 : Housing-Related Parks Program (HRPP) Award – Project Change of Scope) Exhibit A Housing Related Parks Program Project Change of Scope Project Location: Perris Hill Park 1135 East Highland Avenue San Bernardino, CA 92408 The City is proposing the following improvements: • Playground Equipment Replacement - Removal and replacement of existing playground equipment on the eastern portion of the park. The new playground equipment would include integrated shade systems, rubberized safety surface for fall protection and stainless steel slides, in order to minimize damage caused by vandalism to plastic slides. • Tennis Court Renovations – Re-surfacing and re-striping of the seven existing tennis courts; replacement of the nets and replacement of the wind screening material. • Parking Lot Lighting Conversion – Convert existing parking lot lighting from antiquated metal halide fixtures to solar powered LED fixtures throughout the park, including Perris Hill Senior Center and the YMCA. The result will be more efficient and consistent lighting, as well as better visibility and security. 14.c Packet Pg. 302 Attachment: H&ED.HRPP Project Change of Scope.EXHIBIT A (5560 : Housing-Related Parks Program (HRPP) Award – Project Change of 15.a Packet Pg. 303 Attachment: H&ED.Mt View. Report (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) thereafter provided DOF with pertinent supplemental and back-up information that resulted in DOF’s August 11, 2016 approval of the HAT, as amended (the “Amended HAT”). The Amended HAT lists 141 parcels of land, one of which was sold in 2012, leaving 140 parcels to either be retained for housing purposes or sold. As part of its approval of the Amended HAT, DOF authorized 56 parcels to be transferred by the Successor Agency to the Successor Housing Agency at no cost (which has already occurred) and determined that 84 parcels are to be sold by the Successor Agency; 10 of which were acquired after the State’s dissolution of redevelopment agencies and 74 of which constitute the “Arden-Guthrie” property that will ultimately be sold as a single site for commercial development purposes. The City’s Housing Division previously evaluated the 10-HAT for sale sites and identified three (3) residentially zoned parcels that are not needed to be acquired for affordable housing purposes and therefore are to be sold by the Successor Agency (the “3-HAT for Sale Parcels”), as more particularly described within Exhibit “A” to this Resolution. The subject of this Resolution concerns one of the Successor Agency’s 3-HAT for Sale Parcels described as: (i) Site No. 2 within Exhibit “A”; (ii) an approximately 0.17-acre vacant residential lot; (iii) is located at 839 N. Mt. View Avenue, San Bernardino, California (APN 0140-222-26); and (iv) is zoned Medium Residential (RM) (the “Property”). On March 6, 2017, the Successor Agency Board approved the original Property Disposition Strategy, which among other things, authorized a competitive process that would result in listing for sale of 18 real property sites with a real estate broker (two of which are owned by the City of San Bernardino). On August 16, 2017, the Successor Agency Board approved the “Amended Property Disposition Strategy”, which: (i) reduced the number of real property sites to be listed with a real estate broker from 18 to 16 (one of which is owned by the City of San Bernardino); (ii) provided for an alternate method of real property disposition for the two real property sites removed from the group to be listed with a real estate broker; (iii) where applicable, provided a current status update on completed and pending real property transfers; and (iv) established an Escrow and Title Administrative Management Fee to allow the City to recover a portion of the cost of its services with respect to the management of the sale of real property assets. Consistent with the amended Property Disposition Strategy, on October 18, 2017, the Successor Agency approved an agreement with Keller Williams (the “KW Agreement”) to list and sell 15 real property sites of the Successor Agency, including the Property (the City entered into a separate agreement with Keller Williams for its single real property site), and as a part of the KW Agreement, KW is required to prepare of a Broker’s Opinion of Value (the “BOV”) for each property that is to be sold. Based on past practice, DOF has acknowledged that BOVs are an acceptable method and basis for confirming that the value of real property being sold is fair and reasonable. 15.a Packet Pg. 304 Attachment: H&ED.Mt View. Report (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) Discussion In response to the listing, KW received, thoroughly reviewed and vetted two (2) offers to purchase the Property. On February 1, 2018, Pac Inv., LLC (the “PI”) offered to purchase the Property for $55,000 (the “Purchase Price”) (a copy of the offer is included as Exhibit “B” to the attached Resolution). KW has confirmed that PI’s purchase offer was the highest received, that PI is a credible buyer capable of purchasing the Property and has recommended that the Successor Agency consider PI’s purchase offer. On April 7, 2018, KW submitted its BOV, indicating its opinion that the market value of the Property is $35,989 (the “BOV Market Value”). In consideration that the Purchase Price exceeds the BOV Market Value by $19,011, or 53%, it may be concluded that the purchase price offered by PI for the Property is fair and reasonable, as more fully described within the BOV, a copy of which is attached to this Resolution as Exhibit “C”. The attached Resolution will approve the Purchase and Sale Agreement and Joint Escrow Instructions (the “Purchase and Sale Agreement”) between the Successor Agency and PI with respect to the Property, a copy of which is included as Exhibit “D” to the attached Resolution and authorize certain related actions. Consistent with the provisions of the HSC and the LRPMP, the effectiveness of the Purchase and Sale Agreement is subject to the approval of the Oversight Board and the DOF. The attached Resolution has been reviewed with respect to applicability of the California Environmental Quality Act (the “CEQA”), the State CEQA Guidelines (California Code of Regulations, Title 14, § 15000 et seq., hereafter the “CEQA Guidelines”), and the City’s environmental guidelines. This Resolution does not constitute a “project” for purposes of CEQA, as that term is defined by CEQA Guidelines § 15378, because this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per § 15378 (b) (5) of the CEQA Guidelines. 2018-19 Goals and Objectives Adoption of the attached Resolution aligns with the Goal No 3: Create, Maintain and Grow Jobs and Economic Value in the City; and Goal No 4: Ensure Development of a Well- Planned, Balanced, and Sustainable City. The activity involves the winding-down of the former redevelopment agency, which will result in the transfer of real property assets to third parties to place them into highest and best economic uses, consistent with the City’s General Plan and Zoning Ordinance, that will create economic activities, create job opportunities, remove blight, improve neighborhoods, create affordable housing and increase tax-ratables. The activities will also result in the fulfillment of monetary obligations resulting in the use of less Redevelopment Property Tax Trust Fund revenues (formerly known as tax increment) and increasing the flow of General Tax Levy funds to the taxing entities for appropriate uses to sustain local government services. 15.a Packet Pg. 305 Attachment: H&ED.Mt View. Report (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) Fiscal Impact Once the Property is sold, the Successor Agency will transfer the net Purchase Price to the San Bernardino County Auditor-Controller that will in turn divide and pay over the net Purchase Price to the affected taxing entities in proportion to their respective shares of the 1% general tax levy, which will include the City. Conclusion It is recommended that the Mayor and City Council, in the capacity as the Successor Agency to the Redevelopment Agency of the City of San Bernardino, adopt the Resolution, approving the Purchase and Sale Agreement and Joint Escrow Instructions between the Successor Agency and Pac Inv., LLC with respect to the real property located at 839 North Mountain View Avenue, San Bernardino, California (APN 0140- 222-26), and approving certain related actions. Attachment Attachment 1 Resolution; Exhibit A-Description of the 3 for Sale HAT Parcels; Exhibit B-The purchase offer; Exhibit C-The BOV; and Exhibit D- The Purchase and Sale Agreement Ward: 1 Synopsis of Previous Council Actions: October 18, 2017: The Mayor and City Council approved the KW Agreement to list and sell certain real property sites of the City. 15.a Packet Pg. 306 Attachment: H&ED.Mt View. Report (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 1 RESOLUTION NO. 2018-150 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, ACTING AS THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO APPROVING THE PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BETWEEN THE SUCCESSOR AGENCY AND PAC INV., LLC WITH RESPECT TO THE REAL PROPERTY LOCATED AT 839 NORTH MT VIEW AVENUE, SAN BERNARDINO, CALIFORNIA (APN 0140-222-26) AND APPROVING CERTAIN RELATED ACTIONS WHEREAS, pursuant to Health and Safety Code (the “HSC”) § 34172 (a) (1), the Redevelopment Agency of the City of San Bernardino was dissolved on February 1, 2012; and WHEREAS, consistent with the provisions of the HSC, on January 9, 2012, the Mayor and City Council of the City of San Bernardino elected to serve in the capacity as the Successor Agency to the Redevelopment Agency of the City of San Bernardino (the “Successor Agency”); and WHEREAS, consistent with the provisions of the HSC, the Mayor and City Council of the City of San Bernardino previously elected to serve in the capacity of the Successor Housing Agency to the Redevelopment Agency of the City of San Bernardino (the “Successor Housing Agency”); and WHEREAS, the Oversight Board to the Successor Agency (the “Oversight Board”) has been established pursuant to HSC § 34179 to assist in the wind-down of the dissolved redevelopment agency; and WHEREAS, pursuant to HSC § 34176 (a) (2), the Successor Housing Agency was required to submit a Housing Asset Transfer form (the “HAT”) to the California Department of Finance (the “DOF”) that lists, among other things, all of the low- and moderate-income housing fund (the “LMIHF”) real property assets, as more specifically defined in HSC § 34176 (e), to be retained by the Successor Housing Agency; and WHEREAS, consistent with the foregoing, the Successor Housing Agency submitted its HAT to DOF for review and thereafter provided DOF with pertinent supplemental and back-up information that resulted in DOF’s August 11, 2016 approval of the HAT, as amended (the “Amended HAT”); and WHEREAS, the Amended HAT lists 141 parcels of land, one of which was sold in 2012, leaving 140 parcels to either be retained for housing purposes or sold; and 15.b Packet Pg. 307 Attachment: H&ED.Mt View. Reso (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2 WHEREAS, as a part of its approval of the Amended HAT, DOF authorized 56 parcels to be transferred by the Successor Agency to the Successor Housing Agency at no cost (which has already occurred) and determined that 84 parcels are to be sold by the Successor Agency; 10 of which were acquired after the State’s dissolution of redevelopment agencies and 74 of which constitute the “Arden-Guthrie” property that will ultimately be sold as a single site for commercial development purposes; and WHEREAS, the City’s Housing Division previously evaluated the 10-HAT for sale sites and identified three (3) residentially zoned parcels that are not needed to be acquired for affordable housing purposes and therefore are to be sold by the Successor Agency (the “3-HAT for Sale Parcels”), as more particularly described within Exhibit “A” to this Resolution; and WHEREAS, the subject of this Resolution concerns one of the Successor Agency’s 3-HAT for Sale Parcels described as: i) Site No. 2 within Exhibit “A”; ii) an approximately 0.17-acre vacant residential lot; iii) is located at 839 N. Mt. View Avenue, San Bernardino, California (APN 0140-222- 26) and iv) is zoned Medium Residential (RM) (the “Property”); and WHEREAS, on March 6, 2017, the Successor Agency Board approved the original Property Disposition Strategy, which among other things, authorized a competitive process that would result in listing for sale of 18 real property sites with a real estate broker (two of which are owned by the City of San Bernardino); and WHEREAS, on August 16, 2017, the Successor Agency Board approved the “Amended Property Disposition Strategy,” which: i) reduced the number of real property sites to be listed with a real estate broker from 18 to 16 (one of which is owned by the City of San Bernardino); ii) provided for an alternate method of real property disposition for the two real property sites removed from the group to be listed with a real estate broker; iii) where applicable, provided a current status update on completed and pending real property transfers; and iv) established an Escrow and Title Administrative Management Fee to allow the City to recover a portion of the cost of its services with respect to the management of the sale of real property assets; and WHEREAS, consistent with the “Amended Property Disposition Strategy,” on October 18, 2017, the Successor Agency approved an agreement with Keller Williams (the “KW Agreement”) to 15.b Packet Pg. 308 Attachment: H&ED.Mt View. Reso (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 3 list and sell 15 real property sites of the Successor Agency, including the Property (the City entered into a separate agreement with Keller Williams for its single real property site); and WHEREAS, the Property is included within the KW Agreement; and WHEREAS, as a part of the KW Agreement, KW is required to prepare a Broker’s Opinion of Value (the “BOV”) for each property that is to be sold; and WHEREAS, based on past practice, DOF has acknowledged that BOVs are an acceptable method and basis for confirming that the value of real property being sold is fair and reasonable; and WHEREAS, in response to the listing, KW received, thoroughly reviewed and vetted two (2) offers to purchase the Property; and WHEREAS, on February 1, 2018, Pac Inv., LLC (“PI”) offered to purchase the Property for $55,000 (the “Purchase Price”) (a copy of the offer is attached to this Resolution as Exhibit “B”); and WHEREAS, KW has confirmed that PI’s purchase offer was the highest received, that PI is a credible buyer capable of purchasing the Property, and has recommended that the Successor Agency consider PI’s purchase offer; and WHEREAS, on April 7, 2018, KW submitted its BOV, indicating its opinion that the market value of the Property, is $35,989 (the “BOV Market Value”); and WHEREAS, in consideration that the Purchase Price exceeds the BOV Market Value by $19,011 or 52.8%, it may be concluded that the purchase price offered by PI for the Property is fair and reasonable, as more fully described within the BOV, a copy of which is attached to this Resolution as Exhibit “C”; and WHEREAS, once the Property is sold, the Successor Agency will transfer the net Purchase Price to the San Bernardino County Auditor-Controller that will in turn divide and pay over the net Purchase Price to the affected taxing entities in proportion to their respective shares of the 1% general tax levy, which will include the City; and WHEREAS, this Resolution will approve the Purchase and Sale Agreement and Joint Escrow Instructions (the “Purchase and Sale Agreement”) between the Successor Agency and PI with respect to the Property, a copy of which is attached to this Resolution as Exhibit “D” and authorize certain related actions; and 15.b Packet Pg. 309 Attachment: H&ED.Mt View. Reso (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 4 WHEREAS, consistent with the provisions of the HSC, the effectiveness of the Purchase and Sale Agreement is subject to the approval of the Oversight Board and DOF; and WHEREAS, this Resolution has been reviewed with respect to applicability of the California Environmental Quality Act (the “CEQA”), the State CEQA Guidelines (California Code of Regulations, Title 14, § 15000 et seq., hereafter the “CEQA Guidelines”), and the City’s environmental guidelines; and WHEREAS, this Resolution does not constitute a “project” for purposes of CEQA, as that term is defined by CEQA Guidelines § 15378, because this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per § 15378 (b) (5) of the CEQA Guidelines; and WHEREAS, all of the prerequisites with respect to the approval of this Resolution have been met. NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, ACTING AS THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, AS FOLLOWS: Section 1. The foregoing recitals are true and correct and are a substantive part of this Resolution. Section 2. The Purchase Price for the Property is determined to be fair and reasonable. Section 3. The Purchase and Sale Agreement between the Successor Agency and Pac Inv., LLC for the purchase and sale of the Property, attached hereto as Exhibit “D,” is approved. Section 4. On behalf of the Successor Agency, the City Manager, in the capacity as Executive Director of the Successor Agency, or designee, is authorized and directed to execute the Purchase and Sale Agreement and the grant deed, the form of which is attached to the Purchase and Sale Agreement, and to take such other actions and execute such other documents as are necessary to effectuate and close the purchase and sale of the Property and as may otherwise be required to fulfill the intent of this Resolution. 15.b Packet Pg. 310 Attachment: H&ED.Mt View. Reso (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 5 Section 5. This Resolution is not a “project” for purposes of CEQA, as that term is defined by Guidelines § 15378, because this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per § 15378 (b) (5) of the Guidelines. Section 6. This resolution shall take effect upon: i) its adoption and execution in the manner as required by the City’s Municipal Code; ii) the approval of the Purchase and Sale Agreement by the Oversight Board; and iii) its review by DOF. / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / 15.b Packet Pg. 311 Attachment: H&ED.Mt View. Reso (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 6 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, ACTING AS THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO APPROVING THE PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BETWEEN THE SUCCESSOR AGENCY AND PAC INV., LLC WITH RESPECT TO THE REAL PROPERTY LOCATED AT 839 NORTH MT VIEW AVENUE, SAN BERNARDINO, CALIFORNIA (APN 0140-222-26) AND APPROVING CERTAIN RELATED ACTIONS I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and City Council of the City of San Bernardino, in its capacity as the Successor Agency to the Redevelopment Agency of the City of San Bernardino at a regular meeting thereof, held on the _____ day of June 2018, by the following vote, to wit: Council Members Ayes Nays Abstain Absent MARQUEZ BARRIOS VALDIVIA SHORETT NICKEL RICHARD MULVIHILL Georgeann Hanna, CMC, City Clerk The foregoing Resolution is hereby approved this day of June 2018. R. Carey Davis, Mayor City of San Bernardino Approved as to Form: Gary D. Saenz, General Counsel By: 15.b Packet Pg. 312 Attachment: H&ED.Mt View. Reso (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 7 EXHIBIT “A” Description of the 3 for Sale HAT Parcels Properties From the HAT No. APN Address Lot Size (ac) Zoning Ward 1 0140-171-16 207/207-1/2 E. 10th St 0.16 RMH 1st 2 0140-222-26 839 N. Mountain View Ave 0.17 RM 1st 3 0145-171-11 693/695 W. Evans St 0.15 RMH 2nd 15.c Packet Pg. 313 Attachment: H&ED.Mt View.Exhibit A (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 8 EXHIBIT “B” Purchase Offer from Pac Inv., LLC February 1, 2018 (See Attachment) 15.d Packet Pg. 314 Attachment: H&ED.Mt View.Exhibit B (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP Selling Firm to Buyer) As required by the Civil Code) C.A.R. Form AD, Revised 12/14) If checked) This form is being provided in connection with a transaction for a leasehold interest exceeding one year as per Civil Code section 2079.13(k) and (m). When you enter into a discussion with a real estate agent regarding a real estate transaction, you should from the outset understand what type of agency relationship or representation you wish to have with the agent in the transaction. SELLER'S AGENT A Seller's agent under a listing agreement with the Seller acts as the agent for the Seller only. A Seller's agent or a subagent of that agent has the following affirmative obligations: To the Seller: A Fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Seller. To the Buyer and the Seller: a)Diligent exercise of reasonable skill and care in performance of the agent's duties. b)A duty of honest and fair dealing and good faith. c)A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the parties. An agent is not obligated to reveal to either party any confidential information obtained from the other party that does not involve the affirmative duties set forth above. BUYER'S AGENT A selling agent can, with a Buyer's consent, agree to act as agent for the Buyer only. In these situations, the agent is not the Seller's agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Seller. An agent acting only for a Buyer has the following affirmative obligations: To the Buyer: A fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Buyer. To the Buyer and the Seller: a)Diligent exercise of reasonable skill and care in performance of the agent's duties. b)A duty of honest and fair dealing and good faith. c)A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the parties. An agent is not obligated to reveal to either party any confidential information obtained from the other party that does not involve the affirmative duties set forth above. AGENT REPRESENTING BOTH SELLER AND BUYER A real estate agent, either acting directly or through one or more associate licensees, can legally be the agent of both the Seller and the Buyer in a transaction, but only with the knowledge and consent of both the Seller and the Buyer. In a dual agency situation, the agent has the following affirmative obligations to both the Seller and the Buyer: a)A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either the Seller or the Buyer. b)Other duties to the Seller and the Buyer as stated above in their respective sections. In representing both Seller and Buyer, the agent may not, without the express permission of the respective party, disclose to the other party that the Seller will accept a price less than the listing price or that the Buyer will pay a price greater than the price offered. The above duties of the agent in a real estate transaction do not relieve a Seller or Buyer from the responsibility to protect his or her own interests. You should carefully read all agreements to assure that they adequately express your understanding of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired, consult a competent professional. Throughout your real property transaction you may receive more than one disclosure form, depending upon the number of agents assisting in the transaction. The law requires each agent with whom you have more than a casual relationship to present you with this disclosure form. You should read its contents each time it is presented to you, considering the relationship between you and the real estate agent in your specific transaction.This disclosure form includes the provisions of Sections 2079.13 to 2079.24, inclusive, of the Civil Code set forth on page 2. Read it carefully. I/WE ACKNOWLEDGE RECEIPT OF A COPY OF THIS DISCLOSURE AND THE PORTIONS OF THE CIVIL CODE PRINTED ON THE BACK (OR A SEPARATE PAGE). Buyer Seller Landlord Tenant Date Buyer Seller Landlord Tenant Date Agent BRE Lic. # Real Estate Broker (Firm) By BRE Lic. # Date Salesperson or Broker-Associate) Agency Disclosure Compliance (Civil Code §2079.14): When the listing brokerage company also represents Buyer/Tenant: The Listing Agent shall have one AD form signed by Seller/Landlord and a different AD form signed by Buyer/Tenant. When Seller/Landlord and Buyer/Tenant are represented by different brokerage companies: (i) the Listing Agent shall have one AD form signed by Seller/Landlord and (ii) the Buyer's/Tenant's Agent shall have one AD form signed by Buyer/Tenant and either that same or a different AD form presented to Seller/Landlord for signature prior to presentation of the offer. If the same form is used, Seller may sign here: Seller/Landlord Date Seller/Landlord Date The copyright laws of the United States (Title 17 U.S. Code) forbid the unauthorized reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. Copyright © 1991-2010, CALIFORNIA ASSOCIATION OF REALTORS®, INC. Reviewed by Date ALL RIGHTS RESERVED. AD REVISED 12/14 (PAGE 1 OF 2) DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP (AD PAGE 1 OF 2) Phone: Fax: Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com X Jumping Frog Investments, LLC Hilgenberg Realty Inc.01417409 01242139 Heath Michael Hilgenberg Keller Williams Realty, 1473 Ford Street Ste 200 Redlands CA 92373 (928)848-8585 839 N. Mountain Lara Fernandez 15.d Packet Pg. 315 Attachment: H&ED.Mt View.Exhibit B (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) CIVIL CODE SECTIONS 2079.24 (2079.16 APPEARS ON THE FRONT) 2079.13 As used in Sections 2079.14 to 2079.24,inclusive,the following terms have the following meanings:(a)“Agent”means a person acting under provisions of Title 9 (commencing with Section 2295)in a real property transaction,and includes a person who is licensed as a real estate broker under Chapter 3 (commencing with Section 10130)of Part 1 of Division 4 of the Business and Professions Code,and under whose license a listing is executed or an offer to purchase is obtained.(b) Associate licensee”means a person who is licensed as a real estate broker or salesperson under Chapter 3 (commencing with Section 10130)of Part 1 of Division 4 of the Business and Professions Code and who is either licensed under a broker or has entered into a written contract with a broker to act as the broker's agent in connection with acts requiring a real estate license and to function under the broker's supervision in the capacity of an associate licensee.The agent in the real property transaction bears responsibility for his or her associate licensees who perform as agents of the agent.When an associate licensee owes a duty to any principal,or to any buyer or seller who is not a principal,in a real property transaction,that duty is equivalent to the duty owed to that party by the broker for whom the associate licensee functions.(c)“Buyer”means a transferee in a real property transaction,and includes a person who executes an offer to purchase real property from a seller through an agent,or who seeks the services of an agent in more than a casual,transitory,or preliminary manner,with the object of entering into a real property transaction.“Buyer”includes vendee or lessee.(d)“Commercial real property”means all real property in the state,except single-family residential real property,dwelling units made subject to Chapter 2 (commencing with Section 1940)of Title 5,mobilehomes,as defined in Section 798.3,or recreational vehicles,as defined in Section 799.29.(e)“Dual agent”means an agent acting,either directly or through an associate licensee,as agent for both the seller and the buyer in a real property transaction.(f)“Listing agreement”means a contract between an owner of real property and an agent,by which the agent has been authorized to sell the real property or to find or obtain a buyer.(g)“Listing agent”means a person who has obtained a listing of real property to act as an agent for compensation.(h)“Listing price”is the amount expressed in dollars specified in the listing for which the seller is willing to sell the real property through the listing agent.(i)“Offering price”is the amount expressed in dollars specified in an offer to purchase for which the buyer is willing to buy the real property.(j)“Offer to purchase”means a written contract executed by a buyer acting through a selling agent that becomes the contract for the sale of the real property upon acceptance by the seller.(k)“Real property”means any estate specified by subdivision (1)or (2)of Section 761 in property that constitutes or is improved with one to four dwelling units,any commercial real property, any leasehold in these types of property exceeding one year's duration,and mobilehomes,when offered for sale or sold through an agent pursuant to the authority contained in Section 10131.6 of the Business and Professions Code.(l)“Real property transaction”means a transaction for the sale of real property in which an agent is employed by one or more of the principals to act in that transaction,and includes a listing or an offer to purchase.(m)“Sell,”“sale,”or “sold”refers to a transaction for the transfer of real property from the seller to the buyer,and includes exchanges of real property between the seller and buyer,transactions for the creation of a real property sales contract within the meaning of Section 2985,and transactions for the creation of a leasehold exceeding one year's duration.(n)“Seller”means the transferor in a real property transaction,and includes an owner who lists real property with an agent,whether or not a transfer results,or who receives an offer to purchase real property of which he or she is the owner from an agent on behalf of another.“Seller”includes both a vendor and a lessor.(o)“Selling agent”means a listing agent who acts alone,or an agent who acts in cooperation with a listing agent,and who sells or finds and obtains a buyer for the real property,or an agent who locates property for a buyer or who finds a buyer for a property for which no listing exists and presents an offer to purchase to the seller.(p)“Subagent”means a person to whom an agent delegates agency powers as provided in Article 5 (commencing with Section 2349)of Chapter 1 of Title 9.However,“subagent”does not include an associate licensee who is acting under the supervision of an agent in a real property transaction. 2079.14 Listing agents and selling agents shall provide the seller and buyer in a real property transaction with a copy of the disclosure form specified in Section 2079.16,and,except as provided in subdivision (c),shall obtain a signed acknowledgement of receipt from that seller or buyer,except as provided in this section or Section 2079.15,as follows:(a)The listing agent,if any,shall provide the disclosure form to the seller prior to entering into the listing agreement.(b)The selling agent shall provide the disclosure form to the seller as soon as practicable prior to presenting the seller with an offer to purchase,unless the selling agent previously provided the seller with a copy of the disclosure form pursuant to subdivision (a).(c)Where the selling agent does not deal on a face-to-face basis with the seller,the disclosure form prepared by the selling agent may be furnished to the seller (and acknowledgement of receipt obtained for the selling agent from the seller)by the listing agent,or the selling agent may deliver the disclosure form by certified mail addressed to the seller at his or her last known address,in which case no signed acknowledgement of receipt is required.(d)The selling agent shall provide the disclosure form to the buyer as soon as practicable prior to execution of the buyer's offer to purchase,except that if the offer to purchase is not prepared by the selling agent,the selling agent shall present the disclosure form to the buyer not later than the next business day after the selling agent receives the offer to purchase from the buyer. 2079.15 In any circumstance in which the seller or buyer refuses to sign an acknowledgement of receipt pursuant to Section 2079.14, the agent, or an associate licensee acting for an agent, shall set forth, sign, and date a written declaration of the facts of the refusal. 2079.16 Reproduced on Page 1 of this AD form. 2079.17 (a)As soon as practicable,the selling agent shall disclose to the buyer and seller whether the selling agent is acting in the real property transaction exclusively as the buyer's agent,exclusively as the seller's agent,or as a dual agent representing both the buyer and the seller.This relationship shall be confirmed in the contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller,the buyer,and the selling agent prior to or coincident with execution of that contract by the buyer and the seller,respectively.(b)As soon as practicable,the listing agent shall disclose to the seller whether the listing agent is acting in the real property transaction exclusively as the seller's agent,or as a dual agent representing both the buyer and seller.This relationship shall be confirmed in the contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller and the listing agent prior to or coincident with the execution of that contract by the seller. c)The confirmation required by subdivisions (a) and (b) shall be in the following form. DO NOT COMPLETE. SAMPLE ONLY) is the agent of (check one): the seller exclusively; or both the buyer and seller. Name of Listing Agent) DO NOT COMPLETE. SAMPLE ONLY) is the agent of (check one): the buyer exclusively; or the seller exclusively; or Name of Selling Agent if not the same as the Listing Agent)both the buyer and seller. d)The disclosures and confirmation required by this section shall be in addition to the disclosure required by Section 2079.14. 2079.18 No selling agent in a real property transaction may act as an agent for the buyer only,when the selling agent is also acting as the listing agent in the transaction. 2079.19 The payment of compensation or the obligation to pay compensation to an agent by the seller or buyer is not necessarily determinative of a particular agency relationship between an agent and the seller or buyer. A listing agent and a selling agent may agree to share any compensation or commission paid, or any right to any compensation or commission for which an obligation arises as the result of a real estate transaction, and the terms of any such agreement shall not necessarily be determinative of a particular relationship. 2079.20 Nothing in this article prevents an agent from selecting, as a condition of the agent's employment, a specific form of agency relationship not specifically prohibited by this article if the requirements of Section 2079.14 and Section 2079.17 are complied with. 2079.21 A dual agent shall not disclose to the buyer that the seller is willing to sell the property at a price less than the listing price,without the express written consent of the seller.A dual agent shall not disclose to the seller that the buyer is willing to pay a price greater than the offering price,without the express written consent of the buyer.This section does not alter in any way the duty or responsibility of a dual agent to any principal with respect to confidential information other than price. 2079.22 Nothing in this article precludes a listing agent from also being a selling agent, and the combination of these functions in one agent does not, of itself, make that agent a dual agent. 2079.23 A contract between the principal and agent may be modified or altered to change the agency relationship at any time before the performance of the act which is the object of the agency with the written consent of the parties to the agency relationship. 2079.24 Nothing in this article shall be construed to either diminish the duty of disclosure owed buyers and sellers by agents and their associate licensees, subagents, and employees or to relieve agents and their associate licensees, subagents, and employees from liability for their conduct in connection with acts governed by this article or for any breach of a fiduciary duty or a duty of disclosure. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, INC. a subsidiary of the California Association of REALTORS® Reviewed by Date 525 South Virgil Avenue, Los Angeles, California 90020 AD REVISED 12/14 (PAGE 2 OF 2) DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP (AD PAGE 2 OF 2) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 839 N. Mountain 15.d Packet Pg. 316 Attachment: H&ED.Mt View.Exhibit B (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) VACANT LAND PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS C.A.R. Form VLPA, Revised 12/15) Date Prepared: 1. OFFER: A. THIS IS AN OFFER FROM ("Buyer"), B.THE REAL PROPERTY to be acquired is ,situated in City),(County),California,(Zip Code),Assessor's Parcel No.(“Property”). Further Described As . C. THE PURCHASE PRICE offered is Dollars $ . D. CLOSE OF ESCROW shall occur on (date) (or Days After Acceptance). E.Buyer and Seller are referred to herein as the “Parties.” Brokers are not Parties to this Agreement. 2. AGENCY: A. DISCLOSURE: The Parties each acknowledge receipt of a “Disclosure Regarding Real Estate Agency Relationships” C.A.R. Form AD). B. CONFIRMATION:The following agency relationships are hereby confirmed for this transaction: Listing Agent (Print Firm Name) is the agent of (check one): the Seller exclusively; or both the Buyer and Seller. Selling Agent (Print Firm Name) (if not the same as the Listing Agent) is the agent of (check one): the Buyer exclusively; or the Seller exclusively; or both the Buyer and Seller. C.POTENTIALLY COMPETING BUYERS AND SELLERS:The Parties each acknowledge receipt of a “Possible Representation of More than One Buyer or Seller - Disclosure and Consent” (C.A.R. Form PRBS). 3. FINANCE TERMS:Buyer represents that funds will be good when deposited with Escrow Holder. A. INITIAL DEPOSIT:Deposit shall be in the amount of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ 1)Buyer Direct Deposit: Buyer shall deliver deposit directly to Escrow Holder by electronic funds transfer, cashier's check, personal check, other within 3 business days after Acceptance (or ); OR (2)Buyer Deposit with Agent: Buyer has given the deposit by personal check (or ) to the agent submitting the offer (or to ), made payable to The deposit shall be held uncashed until Acceptance and then deposited with Escrow Holder within 3 business days after Acceptance (or ). Deposit checks given to agent shall be an original signed check and not a copy. Note: Initial and increased deposits checks received by agent shall be recorded in Broker's trust fund log.) B.INCREASED DEPOSIT:Buyer shall deposit with Escrow Holder an increased deposit in the amount of . . . $ within Days After Acceptance (or ). If the Parties agree to liquidated damages in this Agreement,they also agree to incorporate the increased deposit into the liquidated damages amount in a separate liquidated damages clause (C.A.R. Form RID) at the time the increased deposit is delivered to Escrow Holder. C. ALL CASH OFFER:No loan is needed to purchase the Property. This offer is NOT contingent on Buyer obtaining a loan. Written verification of sufficient funds to close this transaction IS ATTACHED to this offer or Buyer shall, within 3 (or ) Days After Acceptance, Deliver to Seller such verification. D. LOAN(S): 1) FIRST LOAN:in the amount of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ This loan will be conventional financing or FHA, VA, Seller financing (C.A.R. Form SFA), assumed financing (C.A.R.Form AFA), subject to financing, Other .This loan shall be at a fixed rate not to exceed %or, an adjustable rate loan with initial rate not toexceed %. Regardless of the type of loan, Buyer shall pay points not to exceed % of the loan amount. 2) SECOND LOAN in the amount of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ This loan will be conventional financing or Seller financing (C.A.R.Form SFA), assumed financing C.A.R.Form AFA), subject to financing Other .This loan shall be at a fixed rate not to exceed %or,an adjustable rate loan with initial rate not to exceed %. Regardless of the type of loan,Buyer shall pay points not to exceed %of the loan amount. 3)FHA/VA:For any FHA or VA loan specified in 3D(1),Buyer has 17 (or )Days After Acceptance to Deliver to Seller written notice (C.A.R.Form FVA)of any lender-required repairs or costs that Buyer requests Seller to pay for or otherwise correct.Seller has no obligation to pay or satisfy lender requirements unless agreed in writing.A FHA/VA amendatory clause (C.A.R.Form FVAC)shall be a part of this transaction. E. ADDITIONAL FINANCING TERMS: Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) 1996-2015, California Association of REALTORS®, Inc . VLPA REVISED 12/15 (PAGE 1 OF 11) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 1 OF 11) Phone: Fax: Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com March 21, 2018 Jumping Frog Investments, LLC 839 N Mountain View Avenue San Bernardino San Bernardino 92401 0140222260000 Fifty-Four Thousand, Eight Hundred Eighty-Eight 88/100 54,888.88 X KELLER WILLIAMS REALTY X Hilgenberg Realty Inc. X X 3,000.00 X BANK WIRE X Keller Williams Realty, 1473 Ford Street Ste 200 Redlands CA 92373 (928)848-8585 839 N. Mountain Lara Fernandez 15.d Packet Pg. 317 Attachment: H&ED.Mt View.Exhibit B (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) Property Address: Date: F. BALANCE OF DOWN PAYMENT OR PURCHASE PRICE in the amount of . . . . . . . . . . . . . . . . . . . . . .$ to be deposited with Escrow Holder pursuant to Escrow Holder instructions. G. PURCHASE PRICE (TOTAL):. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ H.VERIFICATION OF DOWN PAYMENT AND CLOSING COSTS:Buyer (or Buyer's lender or loan broker pursuant to paragraph 3J(1)) shall, within 3 (or ) Days After Acceptance, Deliver to Seller written verification of Buyer's down payment and closing costs. ( Verification attached.) I. APPRAISAL CONTINGENCY AND REMOVAL:This Agreement is (or is NOT) contingent upon a written appraisal of the Property by a licensed or certified appraiser at no less than the purchase price. Buyer shall, as specified in paragraph 19B(3), in writing, remove the appraisal contingency or cancel this Agreement within 17 (or ) Days After Acceptance. J. LOAN TERMS: 1) LOAN APPLICATIONS:Within 3 (or )Days After Acceptance, Buyer shall Deliver to Seller a letter from Buyer's lender or loan broker stating that, based on a review of Buyer's written application and credit report, Buyer is prequalified or preapproved for any NEW loan specified in paragraph 3D. If any loan specified in paragraph 3D is an adjustable rate loan, the prequalification or preapproval letter shall be based on the qualifying rate, not the initial loan rate. ( Letter attached.) 2)LOAN CONTINGENCY:Buyer shall act diligently and in good faith to obtain the designated loan(s).Buyer's qualification for the loan(s)specified above is a contingency of this Agreement unless otherwise agreed in writing.If there is no appraisal contingency or the appraisal contingency has been waived or removed,then failure of the Property to appraise at the purchase price does not entitle Buyer to exercise the cancellation right pursuant to the loan contingency if Buyer is otherwise qualified for the specified loan.Buyer's contractual obligations regarding deposit,balance of down payment and closing costs are not contingencies of this Agreement. 3) LOAN CONTINGENCY REMOVAL: Within 21 (or ) Days After Acceptance, Buyer shall, as specified in paragraph 19, in writing, remove the loan contingency or cancel this Agreement. If there is an appraisal contingency, removal of the loan contingency shall not be deemed removal of the appraisal contingency. 4)NO LOAN CONTINGENCY:Obtaining any loan specified above is NOT a contingency of this Agreement.If Buyer does not obtain the loan and as a result Buyer does not purchase the Property,Seller may be entitled to Buyer's deposit or other legal remedies. 5) LENDER LIMITS ON BUYER CREDITS:Any credit to Buyer, from any source, for closing or other costs that is agreed to by the Parties (“Contractual Credit”) shall be disclosed to Buyer's lender. If the total credit allowed by Buyer's lender (“Lender Allowable Credit”) is less than the Contractual Credit, then (i) the Contractual Credit shall be reduced to the Lender Allowable Credit, and (ii) in the absence of a separate written agreement between the Parties, there shall be no automatic adjustment to the purchase price to make up for the difference between the Contractual Credit and the Lender Allowable Credit. K. BUYER STATED FINANCING:Seller is relying on Buyer's representation of the type of financing specified (including but not limited to, as applicable, all cash, amount of down payment, or contingent or non-contingent loan). Seller has agreed to a specific closing date, purchase price and to sell to Buyer in reliance on Buyer's covenant concerning financing. Buyer shall pursue the financing specified in this Agreement. Seller has no obligation to cooperate with Buyer's efforts to obtain any financing other than that specified in the Agreement and the availability of any such alternate financing does not excuse Buyer from the obligation to purchase the Property and close escrow as specified in this Agreement. L. SELLER FINANCING:The following terms (or the terms specified in the attached Seller Financing Addendum) (C.A.R. Form SFA) apply ONLY to financing extended by Seller under this Agreement. 1) BUYER'S CREDIT-WORTHINESS:Buyer authorizes Seller and/or Brokers to obtain, at Buyer's expense, a copy of Buyer's credit report. Within 7 (or ) Days After Acceptance, Buyer shall provide any supporting documentation reasonably requested by Seller. 2)TERMS:Buyer's promissory note,deed of trust and other documents as appropriate shall incorporate and implement the following additional terms:(i)the maximum interest rate specified in paragraph 3D shall be the actual fixed interest rate for Seller financing; ii)deed of trust shall contain a REQUEST FOR NOTICE OF DEFAULT on senior loans;(iii)Buyer shall sign and pay for a REQUEST FOR NOTICE OF DELINQUENCY prior to Close Of Escrow and at any future time if requested by Seller;(iv)note and deed of trust shall contain an acceleration clause making the loan due,when permitted by law and at Seller's option,upon the sale or transfer of the Property or any interest in it;(v)note shall contain a late charge of 6%of the installment due (or )if the installment is not received within 10 days of the date due;(vi)title insurance coverage in the form of a joint protection policy shall be provided insuring Seller's deed of trust interest in the Property (any increased cost over owner's policy shall be paid by Buyer);and (vii)tax service shall be obtained and paid for by Buyer to notify Seller if property taxes have not been paid. 3) ADDED, DELETED OR SUBSTITUTED BUYERS:The addition, deletion or substitution of any person or entity under this Agreement or to title prior to Close Of Escrow shall require Seller's written consent. Seller may grant or withhold consent in Seller's sole discretion. Any additional or substituted person or entity shall, if requested by Seller, submit to Seller the same documentation as required for the original named Buyer. Seller and/or Brokers may obtain a credit report, at Buyer's expense, on any such person or entity. M. ASSUMED OR “SUBJECT TO” FINANCING:Seller represents that Seller is not delinquent on any payments due on any loans. Seller shall, within the time specified in paragraph 19, provide Copies of all applicable notes and deeds of trust, loan balances and current interest rates to Buyer. Buyer shall then, as specified in paragraph 19B(3), remove this contingency or cancel this Agreement. Differences between estimated and actual loan balances shall be adjusted at Close Of Escrow by cash down payment. Impound accounts, if any, shall be assigned and charged to Buyer and credited to Seller. Seller is advised that Buyer's assumption of an existing loan may not release Seller from liability on that loan. If this is an assumption of a VA Loan, the sale is contingent upon Seller being provided a release of liability and substitution of eligibility, unless otherwise agreed in writing. If the Property is acquired subject to an existing loan, Buyer and Seller are advised to consult with legal counsel regarding the ability of an existing lender to call the loan due, and the consequences thereof. Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) VLPA REVISED 12/15 (PAGE 2 OF 11) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 2 OF 11) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 839 N Mountain View Avenue, San Bernardino, CA 92401 March 21, 2018 51,888.88 54,888.88 839 N. Mountain 15.d Packet Pg. 318 Attachment: H&ED.Mt View.Exhibit B (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) Property Address: Date: 4. SALE OF BUYER'S PROPERTY: A.This Agreement and Buyer's ability to obtain financing are NOT contingent upon the sale of any property owned by Buyer. OR B. This Agreement and Buyer's ability to obtain financing are contingent upon the sale of property owned by Buyer as specified in the attached addendum (C.A.R. Form COP). 5. MANUFACTURED HOME PURCHASE:The purchase of the Property is contingent upon Buyer acquiring a personal property manufactured home to be placed on the Property after Close Of Escrow. Buyer has has not entered into a contract for the purchase of a personal property manufactured home. Within the time specified in paragraph 19, Buyer shall remove this contingency or cancel this Agreement, (or this contingency shall remain in effect until the Close Of Escrow of the Property). 6. CONSTRUCTION LOAN FINANCING:The purchase of the Property is contingent upon Buyer obtaining a construction loan. A draw from the construction loan will will not be used to finance the Property. Within the time specified in paragraph 19, Buyer shall remove this contingency or cancel this Agreement (or this contingency shall remain in effect until Close Of Escrow of the Property). 7. ADDENDA AND ADVISORIES: A. ADDENDA: Addendum # (C.A.R. Form ADM) Back Up Offer Addendum (C.A.R. Form BUO) Court Confirmation Addendum (C.A.R. Form CCA) Septic, Well and Property Monument Addendum (C.A.R. Form SWPI) Short Sale Addendum (C.A.R. Form SSA) Other B. BUYER AND SELLER ADVISORIES: Buyer's Inspection Advisory (C.A.R. Form BIA) Probate Advisory (C.A.R. Form PA) Statewide Buyer and Seller Advisory (C.A.R. Form SBSA) Trust Advisory (C.A.R. Form TA) REO Advisory (C.A.R. Form REO) Short Sale Information and Advisory (C.A.R. Form SSIA) Other 8. OTHER TERMS: 9. ALLOCATION OF COSTS A. INSPECTIONS, REPORTS AND CERTIFICATES:Unless otherwise agreed, in writing, this paragraph only determines who is to pay for the inspection, test, certificate or service (“Report”) mentioned; it does not determine who is to pay for any work recommended or identified in the Report. 1) Buyer Seller shall pay for a natural hazard zone disclosure report, including tax environmental Other: prepared by . 2) Buyer Seller shall pay for the following Report prepared by . 3) Buyer Seller shall pay for the following Report prepared by . B. ESCROW AND TITLE: 1)(a) Buyer Seller shall pay escrow fee . b) Escrow Holder shall be . c)The Parties shall, within 5 (or ) Days After receipt, sign and return Escrow Holder's general provisions. 2)(a) Buyer Seller shall pay for owner's title insurance policy specified in paragraph 18E . b) Owner's title policy to be issued by . Buyer shall pay for any title insurance policy insuring Buyer's lender, unless otherwise agreed in writing.) C. OTHER COSTS: 1) Buyer Seller shall pay County transfer tax or fee . 2) Buyer Seller shall pay City transfer tax or fee . 3) Buyer Seller shall pay Homeowners' Association (“HOA”) transfer fee . 4)Seller shall pay HOA fees for preparing all documents required to be delivered by Civil Code §4525. 5)Buyer to pay for any HOA certification fee. 6) Buyer Seller shall pay HOA fees for preparing all documents other than those required by Civil Code §4525. 7) Buyer Seller shall pay for any private transfer fee . 8) Buyer Seller shall pay for . 9) Buyer Seller shall pay for . 10. CLOSING AND POSSESSION:Possession shall be delivered to Buyer: (i)at 6 PM or ( AM/PM)on the date of Close Of Escrow; (ii) no later than calendar days after Close Of Escrow; or (iii) at AM/ PM on . The Property shall be unoccupied, unless otherwise agreed in writing. Seller shall provide keys and/or means to operate all Property locks. If Property is located in a common interest subdivision, Buyer may be required to pay a deposit to the Homeowners' Association (“HOA”) to obtain keys to accessible HOA facilities. 11. ITEMS INCLUDED IN AND EXCLUDED FROM SALE: A. NOTE TO BUYER AND SELLER:Items listed as included or excluded in the MLS, flyers or marketing materials are not included in the purchase price or excluded from the sale unless specified in 11B or C. Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) VLPA REVISED 12/15 (PAGE 3 OF 11) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 3 OF 11) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 839 N Mountain View Avenue, San Bernardino, CA 92401 March 21, 2018 X X X MyNHD $74.95 X X EACH TO PAY THEIR OWN HALF SELLER'S CHOICE X SELLER'S CHOICE X 839 N. Mountain 15.d Packet Pg. 319 Attachment: H&ED.Mt View.Exhibit B (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) Property Address: Date: B. ITEMS INCLUDED IN SALE: 1)All EXISTING fixtures and fittings that are attached to the Property; 2)The following items: 3)Seller represents that all items included in the purchase price, unless otherwise specified, are owned by Seller. 4)All items included shall be transferred free of liens and without Seller warranty. C. ITEMS EXCLUDED FROM SALE: 12. STATUTORY AND OTHER DISCLOSURES AND CANCELLATION RIGHTS: A. NATURAL AND ENVIRONMENTAL HAZARD DISCLOSURES AND OTHER BOOKLETS:Within the time specified in paragraph 19A, Seller shall,if required by Law:(i)Deliver to Buyer earthquake guide(s)(and questionnaire),environmental hazards booklet;(ii) disclose if the Property is located in a Special Flood Hazard Area; Potential Flooding (Inundation) Area; Very High Fire Hazard Zone; State Fire Responsibility Area; Earthquake Fault Zone; and Seismic Hazard Zone; and (iii)disclose any other zone as required by Law and provide any other information required for those zones. B. WITHHOLDING TAXES:Within the time specified in paragraph 19A, to avoid required withholding, Seller shall Deliver to Buyer or qualified substitute, an affidavit sufficient to comply with federal (FIRPTA) and California withholding Law (C.A.R. Form AS or QS). C. MEGAN'S LAW DATABASE DISCLOSURE:Notice: Pursuant to Section 290.46 of the Penal Code, information about specified registered sex offenders is made available to the public via an Internet Web site maintained by the Department of Justice at www.meganslaw.ca.gov.Depending on an offender's criminal history, this information will include either the address at which the offender resides or the community of residence and ZIP Code in which he or she resides. (Neither Seller nor Brokers are required to check this website. If Buyer wants further information, Broker recommends that Buyer obtain information from this website during Buyer's inspection contingency period. Brokers do not have expertise in this area.) D. NOTICE REGARDING GAS AND HAZARDOUS LIQUID TRANSMISSION PIPELINES:This notice is being provided simply to inform you that information about the general location of gas and hazardous liquid transmission pipelines is available to the public via the National Pipeline Mapping System (NPMS) Internet Web site maintained by the United States Department of Transportation at http://www.npms.phmsa.dot.gov/.To seek further information about possible transmission pipelines near the Property, you may contact your local gas utility or other pipeline operators in the area. Contact information for pipeline operators is searchable by ZIP Code and county on the NPMS Internet Web site. E. CONDOMINIUM/PLANNED DEVELOPMENT DISCLOSURES: 1) SELLER HAS: 7 (or ) Days After Acceptance to disclose to Buyer whether the Property is a condominium, or is located in a planned development or other common interest subdivision (C.A.R. Form VLQ). 2)If the Property is a condominium or is located in a planned development or other common interest subdivision, Seller has 3 or ) Days After Acceptance to request from the HOA (C.A.R. Form HOA1):(i)Copies of any documents required by Law;(ii) disclosure of any pending or anticipated claim or litigation by or against the HOA;(iii)a statement containing the location and number of designated parking and storage spaces;(iv)Copies of the most recent 12 months of HOA minutes for regular and special meetings; and (v)the names and contact information of all HOAs governing the Property (collectively, “CI Disclosures”). Seller shall itemize and Deliver to Buyer all CI Disclosures received from the HOA and any CI Disclosures in Seller's possession. Buyer's approval of CI Disclosures is a contingency of this Agreement as specified in paragraph 19B(3). The Party specified in paragraph 9, as directed by escrow, shall deposit funds into escrow or direct to HOA or management company to pay for any of the above. 13. SELLER DOCUMENTATION AND ADDITIONAL DISCLOSURE: A.Within the time specified in paragraph 19,if Seller has actual knowledge,Seller shall provide to Buyer,in writing,the following information: 1)LEGAL PROCEEDINGS:Any lawsuits by or against Seller,threatening or affecting the Property,including any lawsuits alleging a defect or deficiency in the Property or common areas,or any known notices of abatement or citations filed or issued against the Property. 2) AGRICULTURAL USE:Whether the Property is subject to restrictions for agricultural use pursuant to the Williamson Act Government Code §§51200-51295). 3) DEED RESTRICTIONS:Any deed restrictions or obligations. 4) FARM USE:Whether the Property is in, or adjacent to, an area with Right to Farm rights (Civil Code §3482.5 and §3482.6). 5) ENDANGERED SPECIES:Presence of endangered, threatened, 'candidate' species, or wetlands on the Property. 6)ENVIRONMENTAL HAZARDS:Any substances,materials,or products that may be an environmental hazard including,but not limited to,asbestos,formaldehyde,radon gas,lead-based paint,fuel or chemical storage tanks,and contaminated soil or water on the Property. 7) COMMON WALLS:Any features of the Property shared in common with adjoining landowners, such as walls, fences, roads, and driveways, and agriculture and domestic wells whose use or responsibility for maintenance may have an effect on the Property. 8) LANDLOCKED:The absence of legal or physical access to the Property. 9) EASEMENTS/ENCROACHMENTS:Any encroachments, easements or similar matters that may affect the Property. 10) SOIL FILL:Any fill (compacted or otherwise), or abandoned mining operations on the Property. 11) SOIL PROBLEMS:Any slippage, sliding, flooding, drainage, grading, or other soil problems. 12) EARTHQUAKE DAMAGE:Major damage to the Property or any of the structures from fire, earthquake, floods, or landslides. 13) ZONING ISSUES:Any zoning violations, non-conforming uses, or violations of “setback” requirements. 14) NEIGHBORHOOD PROBLEMS:Any neighborhood noise problems, or other nuisances. B. RENTAL AND SERVICE AGREEMENTS:Within the time specified in paragraph 19, Seller shall make available to Buyer for inspection and review, all current leases, rental agreements, service contracts and other related agreements, licenses, and permits pertaining to the operation or use of the Property. C. TENANT ESTOPPEL CERTIFICATES:Within the time specified in paragraph 19, Seller shall deliver to Buyer tenant estoppel certificates (C.A.R. Form TEC) completed by Seller or Seller's agent, and signed by tenants, acknowledging:(i)that tenants' rental or lease agreements are unmodified and in full force and effect (or if modified, stating all such modifications);(ii)that no lessor defaults exist; and (iii)stating the amount of any prepaid rent or security deposit. Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) VLPA REVISED 12/15 (PAGE 4 OF 11) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 4 OF 11) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 839 N Mountain View Avenue, San Bernardino, CA 92401 March 21, 2018 839 N. Mountain 15.d Packet Pg. 320 Attachment: H&ED.Mt View.Exhibit B (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) Property Address: Date: D.MELLO-ROOS TAX;1915 BOND ACT:Within the time specified in paragraph 19,Seller shall:(i)make a good faith effort to obtain a notice from any local agencies that levy a special tax or assessment on the Property (or,if allowed,substantially equivalent notice),pursuant to the Mello-Roos Community Facilities Act,and Improvement Bond Act of 1915,and (ii)promptly deliver to Buyer any such notice obtained. E. SELLER VACANT LAND QUESTIONNAIRE:Seller shall, within the time specified in paragraph 19, complete and provide Buyer with a Seller Vacant Land Questionnaire (C.A.R. Form VLQ). 14. SUBSEQUENT DISCLOSURES:In the event Seller, prior to Close Of Escrow, becomes aware of adverse conditions materially affecting the Property, or any material inaccuracy in disclosures, information or representations previously provided to Buyer of which Buyer is otherwise unaware, Seller shall promptly provide a subsequent or amended disclosure or notice, in writing, covering those items.However, a subsequent or amended disclosure shall not be required for conditions and material inaccuracies disclosed in reports ordered and paid for by Buyer. 15. CHANGES DURING ESCROW: A.Prior to Close Of Escrow, Seller may engage in the following acts, (“Proposed Changes”), subject to Buyer's rights in paragraph 15B:(i) rent or lease any part of the premises;(ii)alter, modify or extend any existing rental or lease agreement;(iii)enter into, alter, modify or extend any service contract(s); or (iv)change the status of the condition of the Property. B.At least 7 (or ) Days prior to any Proposed Changes, Seller shall give written notice to Buyer of such Proposed Changes. Within 5 or ) Days After receipt of such notice, Buyer, in writing, may give Seller notice of Buyer's objection to the Proposed Changes, in which case Seller shall not make the Proposed Changes. 16. CONDITION OF PROPERTY:Unless otherwise agreed in writing:(i)the Property is sold (a) “AS-IS” in its PRESENT physical condition as of the date of Acceptance and (b) subject to Buyer's Investigation rights;(ii)the Property, including pool, spa, landscaping and grounds, is to be maintained in substantially the same condition as on the date of Acceptance; and (iii)all debris and personal property not included in the sale shall be removed by Close Of Escrow. A.Seller shall, within the time specified in paragraph 19A, DISCLOSE KNOWN MATERIAL FACTS AND DEFECTS affecting the Property, including known insurance claims within the past five years, and make any and all other disclosures required by law. B.Buyer has the right to conduct Buyer Investigations of the property and, as specified in paragraph 19B, based upon information discovered in those investigations: (i) cancel this Agreement; or (ii) request that Seller make Repairs or take other action. C. Buyer is strongly advised to conduct investigations of the entire Property in order to determine its present condition. Seller may not be aware of all defects affecting the Property or other factors that Buyer considers important. Property improvements may not be built according to code, in compliance with current Law, or have had permits issued. 17. BUYER'S INVESTIGATION OF PROPERTY AND MATTERS AFFECTING PROPERTY: A.Buyer's acceptance of the condition of, and any other matter affecting the Property, is a contingency of this Agreement as specified in this paragraph and paragraph 19B. Within the time specified in paragraph 19B(1), Buyer shall have the right, at Buyer's expense unless otherwise agreed, to conduct inspections, investigations, tests, surveys and other studies (“Buyer Investigations”), including, but not limited to, the right to:(i)inspect for lead-based paint and other lead-based paint hazards;(ii)inspect for wood destroying pests and organisms;(iii)review the registered sex offender database;(iv)confirm the insurability of Buyer and the Property; and (v)satisfy Buyer as to any matter specified in the attached Buyer's Inspection Advisory (C.A.R. Form BIA). Without Seller's prior written consent, Buyer shall neither make nor cause to be made:(i)invasive or destructive Buyer Investigations except for minimally invasive testing; or ii)inspections by any governmental building or zoning inspector or government employee, unless required by Law. B.Seller shall make the Property available for all Buyer Investigations. Buyer shall (i)as specified in paragraph 19B, complete Buyer Investigations and, either remove the contingency or cancel this Agreement, and (ii)give Seller, at no cost, complete Copies of all Investigation reports obtained by Buyer, which obligation shall survive the termination of this Agreement. C. Buyer indemnity and Seller protection for entry upon property:Buyer shall:(i)keep the Property free and clear of liens;(ii)repair all damage arising from Buyer Investigations; and (iii)indemnify and hold Seller harmless from all resulting liability, claims, demands, damages and costs of Buyer's Investigations. Buyer shall carry, or Buyer shall require anyone acting on Buyer's behalf to carry, policies of liability, workers' compensation and other applicable insurance, defending and protecting Seller from liability for any injuries to persons or property occurring during any Buyer Investigations or work done on the Property at Buyer's direction prior to Close Of Escrow. Seller is advised that certain protections may be afforded Seller by recording a “Notice of Non-responsibility” (C.A.R. Form NNR) for Buyer Investigations and work done on the Property at Buyer's direction. Buyer's obligations under this paragraph shall survive the termination or cancellation of this Agreement and Close Of Escrow. D. BUYER IS STRONGLY ADVISED TO INVESTIGATE THE CONDITION AND SUITABILITY OF ALL ASPECTS OF THE PROPERTY AND ALL MATTERS AFFECTING THE VALUE OR DESIRABILITY OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE ITEMS SPECIFIED BELOW. IF BUYER DOES NOT EXERCISE THESE RIGHTS, BUYER IS ACTING AGAINST THE ADVICE OF BROKERS. BUYER UNDERSTANDS THAT ALTHOUGH CONDITIONS ARE OFTEN DIFFICULT TO LOCATE AND DISCOVER, ALL REAL PROPERTY CONTAINS CONDITIONS THAT ARE NOT READILY APPARENT AND THAT MAY AFFECT THE VALUE OR DESIRABILITY OF THE PROPERTY. BUYER AND SELLER ARE AWARE THAT BROKERS DO NOT GUARANTEE, AND IN NO WAY ASSUME RESPONSIBILITY FOR, THE CONDITION OF THE PROPERTY. BROKERS HAVE NOT AND WILL NOT VERIFY ANY OF THE ITEMS IN THIS PARAGRAPH 17, UNLESS OTHERWISE AGREED IN WRITING. E. SIZE, LINES, ACCESS AND BOUNDARIES:Lot size, property lines, legal or physical access and boundaries including features of the Property shared in common with adjoining landowners, such as walls, fences, roads and driveways, whose use or responsibility for maintenance may have an effect on the Property and any encroachments, easements or similar matters that may affect the Property. Fences, hedges, walls and other natural or constructed barriers or markers do not necessarily identify true Property boundaries. Property lines may be verified by survey.) (Unless otherwise specified in writing, any numerical statements by Brokers regarding lot size are APPROXIMATIONS ONLY, which have not been and will not be verified, and should not be relied upon by Buyer.) F. ZONING AND LAND USE:Past, present, or proposed laws, ordinances, referendums, initiatives, votes, applications and permits affecting the current use of the Property, future development, zoning, building, size, governmental permits and inspections. Any zoning violations, non-conforming uses, or violations of “setback” requirements. (Buyer should also investigate whether these matters affect Buyer's intended use of the Property.) G. UTILITIES AND SERVICES:Availability, costs, restrictions and location of utilities and services, including but not limited to, sewerage, sanitation, septic and leach lines, water, electricity, gas, telephone, cable TV and drainage. Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) VLPA REVISED 12/15 (PAGE 5 OF 11) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 5 OF 11) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 839 N Mountain View Avenue, San Bernardino, CA 92401 March 21, 2018 839 N. Mountain 15.d Packet Pg. 321 Attachment: H&ED.Mt View.Exhibit B (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) Property Address: Date: H. ENVIRONMENTAL HAZARDS:Potential environmental hazards, including, but not limited to, asbestos, lead-based paint and other lead contamination, radon, methane, other gases, fuel, oil or chemical storage tanks, contaminated soil or water, hazardous waste, waste disposal sites, electromagnetic fields, nuclear sources, and other substances, including mold (airborne, toxic or otherwise), fungus or similar contaminant, materials, products or conditions. I. GEOLOGIC CONDITIONS:Geologic/seismic conditions, soil and terrain stability, suitability and drainage including any slippage, sliding, flooding, drainage, grading, fill (compacted or otherwise), or other soil problems. J. NATURAL HAZARD ZONE:Special Flood Hazard Areas, Potential Flooding (Inundation) Areas, Very High Fire Hazard Zones, State Fire Responsibility Areas, Earthquake Fault Zones, Seismic Hazard Zones, or any other zone for which disclosure is required by Law. K. PROPERTY DAMAGE:Major damage to the Property or any of the structures or non-structural systems and components and any personal property included in the sale from fire, earthquake, floods, landslides or other causes. L. NEIGHBORHOOD, AREA AND PROPERTY CONDITIONS:Neighborhood or area conditions, including Agricultural Use Restrictions pursuant to the Williamson Act (Government Code §§51200-51295), Right To Farm Laws (Civil Code §3482.5 and §3482.6),schools, proximity and adequacy of law enforcement, crime statistics, the proximity of registered felons or offenders, fire protection, other government services, availability, adequacy and cost of any speed-wired, wireless internet connections or other telecommunications or other technology services and installations, proximity to commercial, industrial or agricultural activities, existing and proposed transportation, construction and development that may affect noise, view, or traffic, airport noise, noise or odor from any source, abandoned mining operations on the Property, wild and domestic animals, other nuisances, hazards, or circumstances, protected species, wetland properties, botanical diseases, historic or other governmentally protected sites or improvements, cemeteries, facilities and condition of common areas of common interest subdivisions, and possible lack of compliance with any governing documents or Homeowners' Association requirements, conditions and influences of significance to certain cultures and/or religions, and personal needs, requirements and preferences of Buyer. M. COMMON INTEREST SUBDIVISIONS: OWNER ASSOCIATIONS:Facilities and condition of common areas (facilities such as pools, tennis courts, walkways, or other areas co-owned in undivided interest with others), Owners' Association that has any authority over the subject property, CC&Rs, or other deed restrictions or obligations, and possible lack of compliance with any Owners' Association requirements. N. SPECIAL TAX:Any local agencies that levy a special tax on the Property pursuant to the Mello-Roos Community Facilities Act or Improvement Bond Act of 1915. O. RENTAL PROPERTY RESTRICTIONS:Some cities and counties impose restrictions that limit the amount of rent that can be charged, the maximum number of occupants and the right of a landlord to terminate a tenancy. P. MANUFACTURED HOME PLACEMENT:Conditions that may affect the ability to place and use a manufactured home on the Property. 18. TITLE AND VESTING: A.Within the time specified in paragraph 19,Buyer shall be provided a current preliminary title report (“Preliminary Report”).The Preliminary Report is only an offer by the title insurer to issue a policy of title insurance and may not contain every item affecting title.Buyer's review of the Preliminary Report and any other matters which may affect title are a contingency of this Agreement as specified in paragraph 19B.The company providing the Preliminary Report shall,prior to issuing a Preliminary Report,conduct a search of the General Index for all Sellers except banks or other institutional lenders selling properties they acquired through foreclosure (REOs),corporations,and government entities.Seller shall within 7 Days After Acceptance,give Escrow Holder a completed Statement of Information. B.Title is taken in its present condition subject to all encumbrances, easements, covenants, conditions, restrictions, rights and other matters, whether of record or not, as of the date of Acceptance except for:(i)monetary liens of record (which Seller is obligated to pay off) unless Buyer is assuming those obligations or taking the Property subject to those obligations; and (ii)those matters which Seller has agreed to remove in writing. C.Within the time specified in paragraph 19A, Seller has a duty to disclose to Buyer all matters known to Seller affecting title, whether of record or not. D.At Close Of Escrow, Buyer shall receive a grant deed conveying title (or, for stock cooperative or long-term lease, an assignment of stock certificate or of Seller's leasehold interest), including oil, mineral and water rights if currently owned by Seller. Title shall vest as designated in Buyer's supplemental escrow instructions. THE MANNER OF TAKING TITLE MAY HAVE SIGNIFICANT LEGAL AND TAX CONSEQUENCES. CONSULT AN APPROPRIATE PROFESSIONAL. E.Buyer shall receive a “CLTA/ALTA Homeowner's Policy of Title Insurance”, if applicable to the type of property and buyer. A title company, at Buyer's request, can provide information about the availability, desirability, coverage, and cost of various title insurance coverages and endorsements. If Buyer desires title coverage other than that required by this paragraph, Buyer shall instruct Escrow Holder in writing and shall pay any increase in cost. 19. TIME PERIODS; REMOVAL OF CONTINGENCIES; CANCELLATION RIGHTS: The following time periods may only be extended, altered, modified or changed by mutual written agreement. Any removal of contingencies or cancellation under this paragraph by either Buyer or Seller must be exercised in good faith and in writing (C.A.R. Form CR or CC). A. SELLER HAS: 7 (or ) Days After Acceptance to Deliver to Buyer all Reports, disclosures and information for which Seller is responsible under paragraphs 3M, 7A, 8, 9, 12A, B, and E, 13, 16A and 18A. Buyer after first Delivering to Seller a Notice to Seller to Perform (C.A.R. Form NSP) may cancel this Agreement if Seller has not Delivered the items within the time specified. B. (1) BUYER HAS: 17 (or ) Days After Acceptance, unless otherwise agreed in writing, to: i)complete all Buyer Investigations; review all disclosures, reports, and other applicable information, which Buyer receives from Seller; and approve all matters affecting the Property; and (ii)Deliver to Seller Signed Copies of Statutory Disclosures and other disclosures Delivered by Seller in accordance with paragraph 12A. 2)Within the time specified in paragraph 19B(1), Buyer may request that Seller make repairs or take any other action regarding the Property (C.A.R. Form RR). Seller has no obligation to agree to or respond to (C.A.R. Form RRRR) Buyer's requests. 3)By the end of the time specified in paragraph 19B(1) (or as otherwise specified in this Agreement), Buyer shall Deliver to Seller a removal of the applicable contingency or cancellation (C.A.R. Form CR or CC) of this Agreement. However, if any report, disclosure or information for which Seller is responsible is not Delivered within the time specified in paragraph 19A, then Buyer has 5 (or ) Days After Delivery of any such items, or the time specified in paragraph 19B(1), whichever is later, to Deliver to Seller a removal of the applicable contingency or cancellation of this Agreement. Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) VLPA REVISED 12/15 (PAGE 6 OF 11) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 6 OF 11) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 839 N Mountain View Avenue, San Bernardino, CA 92401 March 21, 2018 839 N. Mountain 15.d Packet Pg. 322 Attachment: H&ED.Mt View.Exhibit B (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) Property Address: Date: 4) Continuation of Contingency:Even after the end of the time specified in paragraph 19B(1) and before Seller cancels, if at all, pursuant to paragraph 19C, Buyer retains the right, in writing, to either (i) remove remaining contingencies, or (ii) cancel this Agreement based on a remaining contingency. Once Buyer's written removal of all contingencies is Delivered to Seller, Seller may not cancel this Agreement pursuant to paragraph 19C(1). C. SELLER RIGHT TO CANCEL: 1) Seller right to Cancel; Buyer Contingencies:If, by the time specified in this Agreement, Buyer does not Deliver to Seller a removal of the applicable contingency or cancellation of this Agreement, then Seller, after first Delivering to Buyer a Notice to Buyer to Perform (C.A.R. Form NBP), may cancel this Agreement. In such event, Seller shall authorize the return of Buyer's deposit, except for fees incurred by Buyer. 2) Seller right to Cancel; Buyer Contract Obligations:Seller, after first delivering to Buyer a NBP, may cancel this Agreement if, by the time specified in this Agreement, Buyer does not take the following action(s):(i)Deposit funds as required by paragraph 3A or 3B or if the funds deposited pursuant to paragraph 3A or 3B are not good when deposited;(ii)Deliver a notice of FHA or VA costs or terms as required by paragraph 3D(3) (C.A.R. Form FVA);(iii)Deliver a letter as required by paragraph 3J(1);(iv)Deliver verification as required by paragraph 3C or 3H or if Seller reasonably disapproves of the verification provided by paragraph 3C or 3H;(v)Return Statutory Disclosures as required by paragraph 12A; or (vi)Sign or initial a separate liquidated damages form for an increased deposit as required by paragraphs 3B and 27B; or (vii)Provide evidence of authority to sign in a representative capacity as specified in paragraph 19. In such event, Seller shall authorize the return of Buyer's deposit, except for fees incurred by Buyer. D. NOTICE TO BUYER OR SELLER TO PERFORM:The NBP or NSP shall:(i)be in writing;(ii)be signed by the applicable Buyer or Seller; and (iii)give the other Party at least 2(or ) Days After Delivery (or until the time specified in the applicable paragraph, whichever occurs last) to take the applicable action. A NBP or NSP may not be Delivered any earlier than 2 Days Prior to the expiration of the applicable time for the other Party to remove a contingency or cancel this Agreement or meet an obligation specified in paragraph 19. E. EFFECT OF BUYER'S REMOVAL OF CONTINGENCIES:If Buyer removes, in writing, any contingency or cancellation rights, unless otherwise specified in writing, Buyer shall conclusively be deemed to have:(i)completed all Buyer Investigations, and review of reports and other applicable information and disclosures pertaining to that contingency or cancellation right;(ii)elected to proceed with the transaction; and (iii)assumed all liability, responsibility and expense for Repairs or corrections pertaining to that contingency or cancellation right, or for the inability to obtain financing. F. CLOSE OF ESCROW:Before Buyer or Seller may cancel this Agreement for failure of the other Party to close escrow pursuant to this Agreement, Buyer or Seller must first Deliver to the other Party a demand to close escrow (C.A.R. Form DCE). The DCE shall:(i)be signed by the applicable Buyer or Seller; and (ii)give the other Party at least 3 (or ) Days After Delivery to close escrow. A DCE may not be Delivered any earlier than 3 Days Prior to the scheduled close of escrow. G. EFFECT OF CANCELLATION ON DEPOSITS:If Buyer or Seller gives written notice of cancellation pursuant to rights duly exercised under the terms of this Agreement, the Parties agree to Sign mutual instructions to cancel the sale and escrow and release deposits, if any, to the party entitled to the funds, less fees and costs incurred by that party. Fees and costs may be payable to service providers and vendors for services and products provided during escrow. Except as specified below,release of funds will require mutual Signed release instructions from the Parties, judicial decision or arbitration award.If either Party fails to execute mutual instructions to cancel escrow, one Party may make a written demand to Escrow Holder for the deposit (C.A.R. Form BDRD or SDRD). Escrow Holder, upon receipt, shall promptly deliver notice of the demand to the other Party. If, within 10 Days After Escrow Holder's notice, the other Party does not object to the demand, Escrow Holder shall disburse the deposit to the Party making the demand. If Escrow Holder complies with the preceding process, each Party shall be deemed to have released Escrow Holder from any and all claims or liability related to the disbursal of the deposit. Escrow Holder, at its discretion, may nonetheless require mutual cancellation instructions.A Party may be subject to a civil penalty of up to $1,000 for refusal to sign cancellation instructions if no good faith dispute exists as to who is entitled to the deposited funds (Civil Code §1057.3). 20. REPAIRS:Repairs shall be completed prior to final verification of condition unless otherwise agreed in writing. Repairs to be performed at Seller's expense may be performed by Seller or through others, provided that the work complies with applicable Law, including governmental permit, inspection and approval requirements. Repairs shall be performed in a good, skillful manner with materials of quality and appearance comparable to existing materials. It is understood that exact restoration of appearance or cosmetic items following all Repairs may not be possible. Seller shall:(i)obtain invoices and paid receipts for Repairs performed by others;(ii)prepare a written statement indicating the Repairs performed by Seller and the date of such Repairs; and (iii)provide Copies of invoices and paid receipts and statements to Buyer prior to final verification of condition. 21. FINAL VERIFICATION OF CONDITION:Buyer shall have the right to make a final verification of the Property within 5 (or ) Days Prior to Close Of Escrow, NOT AS A CONTINGENCY OF THE SALE, but solely to confirm:(i)the Property is maintained pursuant to paragraph 16;(ii)Repairs have been completed as agreed; and (iii)Seller has complied with Seller's other obligations under this Agreement (C.A.R. Form VP). 22. ENVIRONMENTAL HAZARD CONSULTATION:Buyer and Seller acknowledge:(i)Federal, state, and local legislation impose liability upon existing and former owners and users of real property, in applicable situations, for certain legislatively defined, environmentally hazardous substances;(ii)Broker(s) has/have made no representation concerning the applicability of any such Law to this transaction or to Buyer or to Seller, except as otherwise indicated in this Agreement;(iii)Broker(s) has/have made no representation concerning the existence, testing, discovery, location and evaluation of/for, and risks posed by, environmentally hazardous substances, if any, located on or potentially affecting the Property; and (iv)Buyer and Seller are each advised to consult with technical and legal experts concerning the existence, testing, discovery, location and evaluation of/for, and risks posed by, environmentally hazardous substances, if any, located on or potentially affecting the Property. 23. PRORATIONS OF PROPERTY TAXES AND OTHER ITEMS:Unless otherwise agreed in writing, the following items shall be PAID CURRENT and prorated between Buyer and Seller as of Close Of Escrow: real property taxes and assessments, interest, rents, HOA regular, special, and emergency dues and assessments imposed prior to Close Of Escrow, premiums on insurance assumed by Buyer, payments on bonds and assessments assumed by Buyer, and payments on Mello-Roos and other Special Assessment Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) VLPA REVISED 12/15 (PAGE 7 OF 11) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 7 OF 11) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 839 N Mountain View Avenue, San Bernardino, CA 92401 March 21, 2018 839 N. Mountain 15.d Packet Pg. 323 Attachment: H&ED.Mt View.Exhibit B (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) Property Address: Date: District bonds and assessments that are now a lien. The following items shall be assumed by Buyer WITHOUT CREDIT toward the purchase price: prorated payments on Mello-Roos and other Special Assessment District bonds and assessments and HOA special assessments that are now a lien but not yet due. Property will be reassessed upon change of ownership. Any supplemental tax bills shall be paid as follows:(i)for periods after Close Of Escrow, by Buyer; and (ii)for periods prior to Close Of Escrow, by Seller (see C.A.R. Form SPT or SBSA for further information). TAX BILLS ISSUED AFTER CLOSE OF ESCROW SHALL BE HANDLED DIRECTLY BETWEEN BUYER AND SELLER. Prorations shall be made based on a 30-day month. 24. BROKERS: A. COMPENSATION:Seller or Buyer, or both, as applicable, agrees to pay compensation to Broker as specified in a separate written agreement between Broker and that Seller or Buyer. Compensation is payable upon Close Of Escrow, or if escrow does not close, as otherwise specified in the agreement between Broker and that Seller or Buyer. B. SCOPE OF DUTY:Buyer and Seller acknowledge and agree that Broker:(i)Does not decide what price Buyer should pay or Seller should accept;(ii)Does not guarantee the condition of the Property;(iii)Does not guarantee the performance, adequacy or completeness of inspections, services, products or repairs provided or made by Seller or others;(iv)Does not have an obligation to conduct an inspection of common areas or areas off the site of the Property;(v)Shall not be responsible for identifying defects on the Property, in common areas, or offsite unless such defects are visually observable by an inspection of reasonably accessible areas of the Property or are known to Broker;(vi)Shall not be responsible for inspecting public records or permits concerning the title or use of Property;(vii)Shall not be responsible for identifying the location of boundary lines or other items affecting title;(viii)Shall not be responsible for verifying square footage, representations of others or information contained in Investigation reports, Multiple Listing Service, advertisements, flyers or other promotional material;(ix)Shall not be responsible for determining the fair market value of the Property or any personal property included in the sale;(x)Shall not be responsible for providing legal or tax advice regarding any aspect of a transaction entered into by Buyer or Seller; and (xi)Shall not be responsible for providing other advice or information that exceeds the knowledge, education and experience required to perform real estate licensed activity. Buyer and Seller agree to seek legal, tax, insurance, title and other desired assistance from appropriate professionals. 25. REPRESENTATIVE CAPACITY:If one or more Parties is signing the Agreement in a representative capacity and not for him/herself as an individual then that Party shall so indicate in paragraph 37 or 38 and attach a Representative Capacity Signature Addendum (C.A.R. Form RCSD). Wherever the signature or initials of the representative identified in the RCSD appear on the Agreement or any related documents, it shall be deemed to be in a representative capacity for the entity described and not in an individual capacity, unless otherwise indicated. The Party acting in a representative capacity (i) represents that the entity for which that party is acting already exists and (ii) shall Deliver to the other Party and Escrow Holder, within 3 Days After Acceptance, evidence of authority to act in that capacity (such as but not limited to: applicable portion of the trust or Certification Of Trust (Probate Code §18100.5), letters testamentary, court order, power of attorney, corporate resolution, or formation documents of the business entity). 26. JOINT ESCROW INSTRUCTIONS TO ESCROW HOLDER: A. The following paragraphs, or applicable portions thereof, of this Agreement constitute the joint escrow instructions of Buyer and Seller to Escrow Holder,which Escrow Holder is to use along with any related counter offers and addenda, and any additional mutual instructions to close the escrow: paragraphs 1, 3, 4B, 5, 6, 7A, 8, 9, 12B, 18, 19G, 23, 24A, 25, 26, 32, 35, 36, 37, 38 and paragraph D of the section titled Real Estate Brokers on page 11. If a Copy of the separate compensation agreement(s) provided for in paragraph 24A, or paragraph D of the section titled Real Estate Brokers on page 10 is deposited with Escrow Holder by Broker, Escrow Holder shall accept such agreement(s) and pay out from Buyer's or Seller's funds, or both, as applicable, the Broker's compensation provided for in such agreement(s). The terms and conditions of this Agreement not set forth in the specified paragraphs are additional matters for the information of Escrow Holder, but about which Escrow Holder need not be concerned. Buyer and Seller will receive Escrow Holder's general provisions, if any, directly from Escrow Holder and will execute such provisions within the time specified in paragraph 9B(1)(c). To the extent the general provisions are inconsistent or conflict with this Agreement, the general provisions will control as to the duties and obligations of Escrow Holder only. Buyer and Seller will execute additional instructions, documents and forms provided by Escrow Holder that are reasonably necessary to close the escrow and, as directed by Escrow Holder, within 3 (or Days, shall pay to Escrow Holder or HOA or HOA management company or others any fee required by paragraphs 9, 12 or elsewhere in this Agreement. B.A Copy of this Agreement including any counter offer(s) and addenda shall be delivered to Escrow Holder within 3 Days After Acceptance(or ). Buyer and Seller authorize Escrow Holder to accept and rely on Copies and Signatures as defined in this Agreement as originals, to open escrow and for other purposes of escrow. The validity of this Agreement as between Buyer and Seller is not affected by whether or when Escrow Holder Signs this Agreement. Escrow Holder shall provide Seller's Statement of Information to Title company when received from Seller. If Seller delivers an affidavit to Escrow Holder to satisfy Seller's FIRPTA obligation under paragraph 12B, Escrow Holder shall deliver to Buyer a Qualified Substitute statement that complies with federal Law. C.Brokers are a party to the escrow for the sole purpose of compensation pursuant to paragraph 24A and paragraph D of the section titled Real Estate Brokers on page 11. Buyer and Seller irrevocably assign to Brokers compensation specified in paragraph 24A, and irrevocably instruct Escrow Holder to disburse those funds to Brokers at Close Of Escrow or pursuant to any other mutually executed cancellation agreement. Compensation instructions can be amended or revoked only with the written consent of Brokers. Buyer and Seller shall release and hold harmless Escrow Holder from any liability resulting from Escrow Holder's payment to Broker(s) of compensation pursuant to this Agreement. D.Upon receipt, Escrow Holder shall provide Seller and Seller's Broker verification of Buyer's deposit of funds pursuant to paragraph 3A and 3B. Once Escrow Holder becomes aware of any of the following, Escrow Holder shall immediately notify all Brokers:(i)if Buyer's initial or any additional deposit is not made pursuant to this Agreement, or is not good at time of deposit with Escrow Holder; or (ii)if Buyer and Seller instruct Escrow Holder to cancel escrow. E.A Copy of any amendment that affects any paragraph of this Agreement for which Escrow Holder is responsible shall be delivered to Escrow Holder within 3 Days after mutual execution of the amendment. Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) VLPA REVISED 12/15 (PAGE 8 OF 11) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 8 OF 11) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 839 N Mountain View Avenue, San Bernardino, CA 92401 March 21, 2018 839 N. Mountain 15.d Packet Pg. 324 Attachment: H&ED.Mt View.Exhibit B (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) Property Address: Date: 27. REMEDIES FOR BUYER'S BREACH OF CONTRACT: A. Any clause added by the Parties specifying a remedy (such as release or forfeiture of deposit or making a deposit non- refundable) for failure of Buyer to complete the purchase in violation of this Agreement shall be deemed invalid unless the clause independently satisfies the statutory liquidated damages requirements set forth in the Civil Code. B.LIQUIDATED DAMAGES:If Buyer fails to complete this purchase because of Buyer's default,Seller shall retain,as liquidated damages,the deposit actually paid.Buyer and Seller agree that this amount is a reasonable sum given that it is impractical or extremely difficult to establish the amount of damages that would actually be suffered by Seller in the event Buyer were to breach this Agreement.Release of funds will require mutual,Signed release instructions from both Buyer and Seller,judicial decision or arbitration award.AT TIME OF ANY INCREASED DEPOSIT BUYER AND SELLER SHALL SIGN A SEPARATE LIQUIDATED DAMAGES PROVISION INCORPORATING THE INCREASED DEPOSIT AS LIQUIDATED DAMAGES (C.A.R.FORM RID). Buyer's Initials / Seller's Initials / 28. DISPUTE RESOLUTION: A. MEDIATION:The Parties agree to mediate any dispute or claim arising between them out of this Agreement, or any resulting transaction, before resorting to arbitration or court action through the C.A.R. Consumer Mediation Center (www. consumermediation.org)or through any other mediation provider or service mutually agreed to by the Parties. The Parties also agree to mediate any disputes or claims with Broker(s), who, in writing, agree to such mediation prior to, or within a reasonable time after, the dispute or claim is presented to the Broker.Mediation fees, if any, shall be divided equally among the Parties involved. If, for any dispute or claim to which this paragraph applies, any Party (i) commences an action without first attempting to resolve the matter through mediation, or (ii) before commencement of an action, refuses to mediate after a request has been made, then that Party shall not be entitled to recover attorney fees, even if they would otherwise be available to that Party in any such action. THIS MEDIATION PROVISION APPLIES WHETHER OR NOT THE ARBITRATION PROVISION IS INITIALED.Exclusions from this mediation agreement are specified in paragraph 28C. B. ARBITRATION OF DISPUTES: The Parties agree that any dispute or claim in Law or equity arising between them out of this Agreement or any resulting transaction, which is not settled through mediation, shall be decided by neutral, binding arbitration. The Parties also agree to arbitrate any disputes or claims with Broker(s), who, in writing, agree to such arbitration prior to, or within a reasonable time after, the dispute or claim is presented to the Broker. The arbitrator shall be a retired judge or justice, or an attorney with at least 5 years of transactional real estate Law experience, unless the parties mutually agree to a different arbitrator. The Parties shall have the right to discovery in accordance with Code of Civil Procedure §1283.05. In all other respects, the arbitration shall be conducted in accordance with Title 9 of Part 3 of the Code of Civil Procedure. Judgment upon the award of the arbitrator(s) may be entered into any court having jurisdiction. Enforcement of this agreement to arbitrate shall be governed by the Federal Arbitration Act. Exclusions from this arbitration agreement are specified in paragraph 28C. NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.” WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES'PROVISION TO NEUTRAL ARBITRATION.” Buyer's Initials / Seller's Initials / C. ADDITIONAL MEDIATION AND ARBITRATION TERMS: 1) EXCLUSIONS: The following matters are excluded from mediation and arbitration: (i) a judicial or non-judicial foreclosure or other action or proceeding to enforce a deed of trust, mortgage or installment land sale contract as defined in Civil Code §2985; (ii) an unlawful detainer action; and (iii) any matter that is within the jurisdiction of a probate, small claims or bankruptcy court. 2) PRESERVATION OF ACTIONS: The following shall not constitute a waiver nor violation of the mediation and arbitration provisions: (i) the filing of a court action to preserve a statute of limitations; (ii) the filing of a court action to enable the recording of a notice of pending action, for order of attachment, receivership, injunction, or other provisional remedies; or (iii) the filing of a mechanic's lien. 3) BROKERS: Brokers shall not be obligated nor compelled to mediate or arbitrate unless they agree to do so in writing. Any Broker(s) participating in mediation or arbitration shall not be deemed a party to the Agreement. 29. SELECTION OF SERVICE PROVIDERS:Brokers do not guarantee the performance of any vendors, service or product providers Providers”), whether referred by Broker or selected by Buyer, Seller or other person. Buyer and Seller may select ANY Providers of their own choosing. 30. MULTIPLE LISTING SERVICE (“MLS”):Brokers are authorized to report to the MLS a pending sale and, upon Close Of Escrow, the sales price and other terms of this transaction shall be provided to the MLS to be published and disseminated to persons and entities authorized to use the information on terms approved by the MLS. Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) VLPA REVISED 12/15 (PAGE 9 OF 11) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 9 OF 11) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 839 N Mountain View Avenue, San Bernardino, CA 92401 March 21, 2018 839 N. Mountain 15.d Packet Pg. 325 Attachment: H&ED.Mt View.Exhibit B (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) Property Address: Date: 31. ATTORNEY FEES:In any action, proceeding, or arbitration between Buyer and Seller arising out of this Agreement, the prevailing Buyer or Seller shall be entitled to reasonable attorneys fees and costs from the non-prevailing Buyer or Seller, except as provided in paragraph 28A. 32.ASSIGNMENT:Buyer shall not assign all or any part of Buyer's interest in this Agreement without first having obtained the written consent of Seller.Such consent shall not be unreasonably withheld unless otherwise agreed in writing. Any total or partial assignment shall not relieve Buyer of Buyer's obligations pursuant to this Agreement unless otherwise agreed in writing by Seller (C.A.R.Form AOAA). 33. EQUAL HOUSING OPPORTUNITY:The Property is sold in compliance with federal, state and local anti-discrimination Laws. 34. TERMS AND CONDITIONS OF OFFER:This is an offer to purchase the Property on the above terms and conditions. The liquidated damages paragraph or the arbitration of disputes paragraph is incorporated in this Agreement if initialed by all Parties or if incorporated by mutual agreement in a counteroffer or addendum. If at least one but not all Parties initial, a counter offer is required until agreement is reached. Seller has the right to continue to offer the Property for sale and to accept any other offer at any time prior to notification of Acceptance. Buyer has read and acknowledges receipt of a Copy of the offer and agrees to the confirmation of agency relationships. If this offer is accepted and Buyer subsequently defaults, Buyer may be responsible for payment of Brokers' compensation. This Agreement and any supplement, addendum or modification, including any Copy, may be Signed in two or more counterparts, all of which shall constitute one and the same writing. 35. TIME OF ESSENCE; ENTIRE CONTRACT; CHANGES:Time is of the essence. All understandings between the Parties are incorporated in this Agreement. Its terms are intended by the Parties as a final, complete and exclusive expression of their Agreement with respect to its subject matter, and may not be contradicted by evidence of any prior agreement or contemporaneous oral agreement. If any provision of this Agreement is held to be ineffective or invalid, the remaining provisions will nevertheless be given full force and effect. Except as otherwise specified, this Agreement shall be interpreted and disputes shall be resolved in accordance wth the Laws of the State of California.Neither this Agreement nor any provision in it may be extended, amended, modified, altered or changed, except in writing Signed by Buyer and Seller. 36. DEFINITIONS:As used in this Agreement: A. “Acceptance”means the time the offer or final counter offer is accepted in writing by a Party and is delivered to and personally received by the other Party or that Party's authorized agent in accordance with the terms of this offer or a final counter offer. B. “Agreement”means this document and any counter offers and any incorporated addenda, collectively forming the binding agreement between the Parties. Addenda are incorporated only when Signed by all Parties. C.“C.A.R.Form”means the most current version of the specific form referenced or another comparable form agreed to by the parties. D. “Close Of Escrow”means the date the grant deed, or other evidence of transfer of title, is recorded. E. “Copy”means copy by any means including photocopy, NCR, facsimile and electronic. F. “Days”means calendar days. However, after Acceptance, the last Day for performance of any act required by this Agreement including Close Of Escrow) shall not include any Saturday, Sunday, or legal holiday and shall instead be the next Day. G. “Days After”means the specified number of calendar days after the occurrence of the event specified, not counting the calendar date on which the specified event occurs, and ending at 11:59 PM on the final day. H. “Days Prior”means the specified number of calendar days before the occurrence of the event specified, not counting the calendar date on which the specified event is scheduled to occur. I. “Deliver”, “Delivered” or “Delivery”,unless otherwise specified in writing, means and shall be effective upon: personal receipt by Buyer or Seller or the individual Real Estate Licensee for that principal as specified in the section titled Real Estate Brokers on page11, regardless of the method used (i.e., messenger, mail, email, fax, other). J. “Electronic Copy” or “Electronic Signature”means, as applicable, an electronic copy or signature complying with California Law. Buyer and Seller agree that electronic means will not be used by either Party to modify or alter the content or integrity of this Agreement without the knowledge and consent of the other Party. K. “Law”means any law, code, statute, ordinance, regulation, rule or order, which is adopted by a controlling city, county, state or federal legislative, judicial or executive body or agency. L. “Repairs”means any repairs (including pest control), alterations, replacements, modifications or retrofitting of the Property provided for under this Agreement. M. “Signed”means either a handwritten or electronic signature on an original document, Copy or any counterpart. 37. EXPIRATION OF OFFER:This offer shall be deemed revoked and the deposit, if any, shall be returned to Buyer unless the offer is Signed by Seller and a Copy of the Signed offer is personally received by Buyer,or by , who is authorized to receive it, by 5:00 PM on the third Day after this offer is signed by Buyer (or by AM/ PM, on date)). One or more Buyers is signing the Agreement in a representative capacity and not for him/herself as an individual. See attached Representative Capacity Signature Disclosure (C.A.R. Form RCSD-B) for additional terms. Date BUYER Print name) Date BUYER Print name) Additional Signature Addendum attached (C.A.R. Form ASA). Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) VLPA REVISED 12/15 (PAGE 10 OF 11) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 10 OF 11) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 839 N Mountain View Avenue, San Bernardino, CA 92401 March 21, 2018 Jumping Frog Investments, LLC 839 N. Mountain 15.d Packet Pg. 326 Attachment: H&ED.Mt View.Exhibit B (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) Property Address: Date: 38. ACCEPTANCE OF OFFER:Seller warrants that Seller is the owner of the Property, or has the authority to execute this Agreement. Seller accepts the above offer and agrees to sell the Property on the above terms and conditions, and agrees to the above confirmation of agency relationships. Seller has read and acknowledges receipt of a Copy of this Agreement, and authorizes Broker to Deliver a Signed Copy to Buyer. If checked)SELLER'S ACCEPTANCE IS SUBJECT TO ATTACHED COUNTER OFFER (C.A.R.Form SCO or SMCO)DATED: One or more Sellers is signing the Agreement in a representative capacity and not for him/herself as an individual. See attached Representative Capacity Signature Disclosure (C.A.R. Form RCSD-S) for additional terms. Date SELLER Print name) Date SELLER Print name) Additional Signature Addendum attached (C.A.R. Form ASA). Do not initial if making a counter offer.) CONFIRMATION OF ACCEPTANCE: A Copy of Signed Acceptance was Initials) personally received by Buyer or Buyer's authorized agent on (date) at AM/ PM.A binding Agreement is created when a Copy of Signed Acceptance is personally received by Buyer or Buyer's authorized agent whether or not confirmed in this document. Completion of this confirmation is not legally required in order to create a binding Agreement; it is solely intended to evidence the date that Confirmation of Acceptance has occurred. REAL ESTATE BROKERS: A. Real Estate Brokers are not parties to the Agreement between Buyer and Seller. B. Agency relationships are confirmed as stated in paragraph 2. C.If specified in paragraph 3A(2), Agent who submitted the offer for Buyer acknowledges receipt of deposit. D. COOPERATING BROKER COMPENSATION:Listing Broker agrees to pay Cooperating Broker (Selling Firm) and Cooperating Broker agrees to accept, out of Listing Broker's proceeds in escrow, the amount specified in the MLS, provided Cooperating Broker is a Participant of the MLS in which the Property is offered for sale or a reciprocal MLS. If Listing Broker and Cooperating Broker are not both Participants of the MLS, or a reciprocal MLS, in which the Property is offered for sale, then compensation must be specified in a separate written agreement (C.A.R. Form CBC). Declaration of License and Tax (C.A.R. Form DLT) may be used to document that tax reporting will be required or that an exemption exists. Real Estate Broker (Selling Firm) CalBRE Lic. # By CalBRE Lic. # Date By CalBRE Lic. # Date Address City State Zip Telephone Fax E-mail Real Estate Broker (Listing Firm) CalBRE Lic. # By CalBRE Lic. # Date By CalBRE Lic. # Date Address City State Zip Telephone Fax E-mail ESCROW HOLDER ACKNOWLEDGMENT: Escrow Holder acknowledges receipt of a Copy of this Agreement, (if checked, a deposit in the amount of $ ), counter offer numbers Seller's Statement of Information and and agrees to act as Escrow Holder subject to paragraph 26 of this Agreement, any supplemental escrow instructions and the terms of Escrow Holder's general provisions. Escrow Holder is advised that the date of Confirmation of Acceptance of the Agreement as between Buyer and Seller is Escrow Holder Escrow # By Date Address Phone/Fax/E-mail Escrow Holder has the following license number # Department of Business Oversight, Department of Insurance, Bureau of Real Estate. PRESENTATION OF OFFER:() Listing Broker presented this offer to Seller on (date). Broker or Designee Initials REJECTION OF OFFER:()( ) No counter offer is being made. This offer was rejected by Seller on (date). Seller's Initials 1996- 2015, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS® (C.A.R.). NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. Published and Distributed by: Buyer's Acknowledge that page 11 is part of REAL ESTATE BUSINESS SERVICES, INC.this Agreement ( ) ( ) a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 ReviewedbyVLPAREVISED12/15 (PAGE 11 OF 11)Broker or Designee VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 11 OF 11) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 839 N Mountain View Avenue, San Bernardino, CA 92401 March 21, 2018 Hilgenberg Realty Inc.01417409 Heath Michael Hilgenberg 01242139 heath.hilgenberg@gmail.com KELLER WILLIAMS REALTY 01904376 LARA FERNANDEZ 02015587 1473 FORD STREET STE 200 REDLANDS CA 92373 909)793-2100 (909)793-8200 lara_janel92@yahoo.com 839 N. Mountain 15.d Packet Pg. 327 Attachment: H&ED.Mt View.Exhibit B (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) BUYER'S INSPECTION ADVISORY C.A.R. Form BIA, Revised 11/14) Property Address:("Property"). 1. IMPORTANCE OF PROPERTY INVESTIGATION:The physical condition of the land and improvements being purchased is not guaranteed by either Seller or Brokers. You have an affirmative duty to exercise reasonable care to protect yourself, including discovery of the legal, practical and technical implications of disclosed facts, and the investigation and verification of information and facts that you know or that are within your diligent attention and observation. A general physical inspection typically does not cover all aspects of the Property nor items affecting the Property that are not physically located on the Property. If the professionals recommend further investigations, including a recommendation by a pest control operator to inspect inaccessible areas of the Property, you should contact qualified experts to conduct such additional investigations. 2. BROKER OBLIGATIONS:Brokers do not have expertise in all areas and therefore cannot advise you on many items, such as those listed below. If Broker gives you referrals to professionals, Broker does not guarantee their performance. 3.YOU ARE STRONGLY ADVISED TO INVESTIGATE THE CONDITION AND SUITABILITY OF ALL ASPECTS OF THE PROPERTY, INCLUDING BUT NOT LIMIITED TO THE FOLLOWING.IF YOU DO NOT DO SO,YOU ARE ACTING AGAINST THE ADVICE OF BROKERS. A. GENERAL CONDITION OF THE PROPERTY, ITS SYSTEMS AND COMPONENTS:Foundation, roof (condition, age, leaks, useful life), plumbing, heating, air conditioning, electrical, mechanical, security, pool/spa (cracks, leaks, operation), other structural and nonstructural systems and components, fixtures, built-in appliances, any personal property included in the sale, and energy efficiency of the Property. B. SQUARE FOOTAGE, AGE, BOUNDARIES:Square footage, room dimensions, lot size, age of improvements and boundaries. Any numerical statements regarding these items are APPROXIMATIONS ONLY and have not been verified by Seller and cannot be verified by Brokers. Fences, hedges, walls, retaining walls and other barriers or markers do not necessarily identify true Property boundaries. C.WOOD DESTROYING PESTS:Presence of,or conditions likely to lead to the presence of wood destroying pests and organisms. D. SOIL STABILITY:Existence of fill or compacted soil, expansive or contracting soil, susceptibility to slippage, settling or movement, and the adequacy of drainage. E. WATER AND UTILITIES; WELL SYSTEMS AND COMPONENTS;WASTE DISPOSAL:Water and utility availability, use restrictions and costs. Water quality, adequacy, condition, and performance of well systems and components. The type, size, adequacy, capacity and condition of sewer and septic systems and components, connection to sewer, and applicable fees. F. ENVIRONMENTAL HAZARDS:Potential environmental hazards, including, but not limited to, asbestos, lead-based paint and other lead contamination, radon, methane, other gases, fuel oil or chemical storage tanks, contaminated soil or water, hazardous waste, waste disposal sites, electromagnetic fields, nuclear sources, and other substances, materials, products, or conditions (including mold (airborne, toxic or otherwise), fungus or similar contaminants). G.EARTHQUAKES AND FLOODING:Susceptibility of the Property to earthquake/seismic hazards and propensity of the Property to flood. H.FIRE,HAZARD AND OTHER INSURANCE:The availability and cost of necessary or desired insurance may vary.The location of the Property in a seismic,flood or fire hazard zone,and other conditions,such as the age of the Property and the claims history of the Property and Buyer,may affect the availability and need for certain types of insurance.Buyer should explore insurance options early as this information may affect other decisions,including the removal of loan and inspection contingencies. I.BUILDING PERMITS,ZONING AND GOVERNMENTAL REQUIREMENTS:Permits,inspections,certificates,zoning,other governmental limitations,restrictions,and requirements affecting the current or future use of the Property,its development or size. J.RENTAL PROPERTY RESTRICTIONS:Some cities and counties impose restrictions that limit the amount of rent that can be charged, the maximum number of occupants,and the right of a landlord to terminate a tenancy.Deadbolt or other locks and security systems for doors and windows,including window bars,should be examined to determine whether they satisfy legal requirements. K. SECURITY AND SAFETY:State and local Law may require the installation of barriers, access alarms, self-latching mechanisms and/or other measures to decrease the risk to children and other persons of existing swimming pools and hot tubs, as well as various fire safety and other measures concerning other features of the Property. L. NEIGHBORHOOD, AREA, SUBDIVISION CONDITIONS; PERSONAL FACTORS:Neighborhood or area conditions, including schools, law enforcement, crime statistics, registered felons or offenders, fire protection, other government services, availability, adequacy and cost of internet connections or other technology services and installations, commercial, industrial or agricultural activities, existing and proposed transportation, construction and development that may affect noise, view, or traffic, airport noise, noise or odor from any source, wild and domestic animals, other nuisances, hazards, or circumstances, protected species, wetland properties, botanical diseases, historic or other governmentally protected sites or improvements, cemeteries, facilities and condition of common areas of common interest subdivisions, and possible lack of compliance with any governing documents or Homeowners' Association requirements, conditions and influences of significance to certain cultures and/or religions, and personal needs, requirements and preferences of Buyer. By signing below,Buyers acknowledge that they have read,understand,accept and have received a Copy of this Advisory. Buyers are encouraged to read it carefully. Buyer Buyer 1991-2004, California Association of REALTORS®, Inc. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS® (C.A.R.). NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, INC. Reviewed by Date a subsidiary of the California Association of REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 BIA REVISED 11/14 (PAGE 1 OF 1) BUYER'S INSPECTION ADVISORY (BIA PAGE 1 OF 1) Phone: Fax: Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 839 N Mountain View Avenue, San Bernardino, CA 92401 Jumping Frog Investments, LLC Keller Williams Realty, 1473 Ford Street Ste 200 Redlands CA 92373 (928)848-8585 839 N. Mountain Lara Fernandez 15.d Packet Pg. 328 Attachment: H&ED.Mt View.Exhibit B (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) POSSIBLE REPRESENTATION OF MORE THAN ONE BUYER OR SELLER - DISCLOSURE AND CONSENT C.A.R. Form PRBS, 11/14) A real estate broker (Broker),whether a corporation,partnership or sole proprietorship,may represent more than one buyer or seller.This multiple representation can occur through an individual licensed as a broker or salesperson or through different individual broker's or salespersons (associate licensees)acting under the Broker's license.The associate licensees may be working out of the same or different office locations. Multiple Buyers:Broker (individually or through its associate licensees) may be working with many prospective buyers at the same time.These prospective buyers may have an interest in,and make offers on,the same properties.Some of these properties may be listed with Broker and some may not. Broker will not limit or restrict any particular buyer from making an offer on any particular property whether or not Broker represents other buyers interested in the same property. Multiple Sellers:Broker (individually or through its associate licensees)may have listings on many properties at the same time.As a result,Broker will attempt to find buyers for each of those listed properties.Some listed properties may appeal to the same prospective buyers. Some properties may attract more prospective buyers than others.Some of these prospective buyers may be represented by Broker and some may not. Broker will market all listed properties to all prospective buyers whether or not Broker has another or other listed properties that may appeal to the same prospective buyers. Dual Agency:If Seller is represented by Broker, Seller acknowledges that broker may represent prospective buyers of Seller's property and consents to Broker acting as a dual agent for both seller and buyer in that transaction. If Buyer is represented by Broker, buyer acknowledges that Broker may represent sellers of property that Buyer is interested in acquiring and consents to Broker acting as a dual agent for both buyer and seller with regard to that property. In the event of dual agency, seller and buyer agree that:(a)Broker, without the prior written consent of the Buyer, will not disclose to seller that the Buyer is willing to pay a price greater than the offered price;(b)Broker, without the prior written consent of the seller, will not disclose to the buyer that seller is willing to sell property at a price less than the listing price; and (c)other than as set forth in (a)and (b)above,a dual agent is obligated to disclose known facts materially affecting the value or desirability of the property to both parties. Offers not necessarily confidential:Buyer is advised that seller or listing agent may disclose the existence, terms, or conditions of buyer's offer unless all parties and their agent have signed a written confidentiality agreement.Whether any such information is actually disclosed depends on many factors,such as current market conditions,the prevailing practice in the real estate community, the listing agent's marketing strategy and the instructions of the seller. Buyer and seller understand that Broker may represent more than one buyer or more than one seller and even both buyer and seller on the same transaction and consents to such relationships. Seller and/or Buyer acknowledges reading and understanding this Possible Representation of More Than One Buyer or Seller - Disclosure and Consent and agrees to the agency possibilities disclosed. Seller Date Seller Date Buyer Date Buyer Date Real Estate Broker (Firm) CalBRE Lic # Date By CalBRE Lic # Date Real Estate Broker (Firm) CalBRE Lic # Date By CalBRE Lic # Date 2014,California Association of REALTORS®,Inc.United States copyright law (Title 17 U.S.Code)forbids the unauthorized distribution,display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS® (C.A.R.). NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, INC. a subsidiary of the California Association of REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 Reviewed by Date PRBS 11/14 (PAGE 1 OF 1) POSSIBLE REPRESENTATION OF MORE THAN ONE BUYER OR SELLER (PRBS PAGE 1 OF 1) Phone: Fax: Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com Jumping Frog Investments, LLC KELLER WILLIAMS REALTY 01904376 02015587 LARA FERNANDEZ Hilgenberg Realty Inc.01417409 01242139 Heath Michael Hilgenberg Keller Williams Realty, 1473 Ford Street Ste 200 Redlands CA 92373 (928)848-8585 839 N. Mountain Lara Fernandez 15.d Packet Pg. 329 Attachment: H&ED.Mt View.Exhibit B (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 9 EXHIBIT “C” Broker’s Opinion of Value Prepared by Keller Williams (See Attachment) 15.e Packet Pg. 330 Attachment: H&ED.Mt View.Exhibit C (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) PREPARED FOR: Ms. Lisa Connor Project Manager Successor Agency to the Redevelopment Agency of the City of San Bernardino 290 N. “D” Street - 3rd Floor San Bernardino, CA 92401 FOR THE PROPERTY LOCATED AT: 839 N. Mountain View Ave. San Bernardino, CA 92401 APN: 0140-222-26 April 7, 2018 KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not verified its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or financing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 839 N. Mountain View Avenue, San Bernardino, CA 92401 15.e Packet Pg. 331 Attachment: H&ED.Mt View.Exhibit C (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) TABLE OF CONTENTS Broker’s Opinion of Value •Property Profile •Location Aerial •Assessor’s Parcel Maps •Location Map Comparable Sales Comparable #1 •Property Profile •Assessor’s Parcel Map •Aerial Comparable #2 •Property Profile •Assessor’s Parcel Map •Aerial Comparable #3 •Property Profile •Assessor’s Parcel Map •Aerial Leading Broker’s Resume KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not verified its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or financing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 839 N. Mountain View Avenue, San Bernardino, CA 92401 15.e Packet Pg. 332 Attachment: H&ED.Mt View.Exhibit C (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) April 7, 2018 Ms. Lisa Connor Project Manager Successor Agency to the Redevelopment Agency of the City of San Bernardino 290 N “D” Street – 3rd Floor San Bernardino, California 92401 RE: Broker Opinion of Value for Site No. 48 – APN 0140-222-26 Dear Ms. Connor: We have prepared the following report regarding our opinion of value for the above referenced property. We utilized a comparable sales approach to determine our opinion of value for this property. Subject Property The subject property is zoned Residential Medium (“RM”), which allows for the development of multi-family townhouses, condominiums and apartments. The property consists of one parcel of land approximately 0.17 acres (7405.2 SF). Comparable Sales As further described within this report, within the last 22 months, there have been 3 property sales which can be used as sale comparable for this Site. The comparable are all zoned RM. The Sale Comparable dates run from June 2016 to October 2017. The Sale Comparables are summarized below: Sales Comparables Summary APN Address Lot SF Sale Value Price/SF Sale Date Property Site 0140-222-26 839 N. Mountain View Ave.7,405.2 Sale Comparable #1 0279-074-33 7961 Pedley Rd.6,190 $38,000 $6.14 9/7/2017 Sale Comparable #2 0273-103-04 6955 Perris Hill Rd.20,000 $85,000 $4.25 6/30/2016 Sale Comparable #3 0140-221-09 W. 9th St.7,500 $31,500 $4.20 10/26/2017 Average Price/SF $4.86KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not verified its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or financing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 839 N. Mountain View Avenue, San Bernardino, CA 92401 15.e Packet Pg. 333 Attachment: H&ED.Mt View.Exhibit C (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) Broker Opinion of Value Based on the foregoing, the average price per square foot of the three vacant Sale Comparables is $4.86. Applying this average price per square foot to the lot square footage (7,405.2 SF), a value of $35,989 results. It is our opinion that the subject property is worth $35,989. We appreciate the opportunity to prepare this report. Please do not hesitate to call with any questions. Sincerely, Kenneth Patterson BRE #00774852 1473 Ford St. #200 Redlands, CA 92373 951-318-8516 kenpcommercial@gmail.com KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not verified its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or financing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 839 N. Mountain View Avenue, San Bernardino, CA 92401 15.e Packet Pg. 334 Attachment: H&ED.Mt View.Exhibit C (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) Property Detail Page 1 of 4 The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS Generated on 04/10/2018 839 N Mountain View Ave, San Bernardino, CA 92401-1021, San Bernardino County Multiple Building Property Summary Beds 1 Bldg Sq Ft 1,501 Lot Sq Ft 7,500 MLS List Price $54,000 Baths 2 Yr Built 1941 Type SFR Sale Date 08/05/2011 Active Listing Owner Information Owner Name:Successor Agency/Rda City Of San Bdn Tax Billing Zip:92401 Mail Owner Name:Successor Agency/Rda City Of San Bdn Tax Billing Zip+4:1520 Tax Billing Address:201 N E St #301 Owner Occupied:No Tax Billing City & State:San Bernardino, CA Location Information Zip Code:92401 Census Tract:58.00 Carrier Route:C010 Topography:Flat/Level School District:San Bernardino Neighborhood Code:092-092 Comm College District Code:San Bernardino Vly J Tax Information APN :0140-222-26-0000 Lot:3 Tax Area:7012 Block:64 Tax Appraisal Area:12 Water Tax Dist:San Bernardino Vly J Legal Description:C1TY N 50 FT S 100 FT W 1/2 LOT 3 BLK 64 Assessment & Tax Assessment Year 2016 2015 Assessed Value - Total $103,452 $101,898 Assessed Value - Land $24,405 $24,038 Assessed Value - Improved $79,047 $77,860 YOY Assessed Change ($)$1,554 YOY Assessed Change (%)1.53% Tax Year Total Tax Change ($)Change (%) 2015 $1,352 2016 $1,475 $124 9.14% Characteristics County Land Use:2 Single Family Res Condition:Average Universal Land Use:SFR Water:Public Lot Frontage:50 Sewer:Public Service Lot Depth:150 Heat Type:Furnace Lot Acres:0.1722 Cooling Type:Evap Cooler Lot Area:7,500 Roof Material:Tile Style:Conventional Construction Type:Frame Building Sq Ft:1,501 Year Built:1941 15.e Packet Pg. 335 Attachment: H&ED.Mt View.Exhibit C (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) Property Detail Page 2 of 4 The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS Generated on 04/10/2018 Gross Area:1,501 Effective Year Built:1941 Stories:1 Other Impvs:Porch Total Rooms:5 Porch:Patio/Porch Bedrooms:1 Porch 1 Area:119 Total Baths:2 Porch Type:Patio/Porch Full Baths:2 # of Buildings:2 Estimated Value RealAVM™ (1):$165,796 Confidence Score (2):81 RealAVM™ Range:$147,558 - $184,034 Forecast Standard Deviation (3):11 Value As Of:03/29/2018 (1)RealAVM™ is a CoreLogic® derived value and should not be used in lieu of an appraisal. (2)The Confidence Score is a measure of the extent to which sales data, property information, and comparable sales support the property valuation analysis process. The confidence score range is 60 - 100. Clear and consistent quality and quantity of data drive higher confidence scores while lower confidence scores indicate diversity in data, lower quality and quantity of data, and/or limited similarity of the subject property to comparable sales. (3)The FSD denotes confidence in an AVM estimate and uses a consistent scale and meaning to generate a standardized confidence metric. The FSD is a statistic that measures the likely range or dispersion an AVM estimate will fall within, based on the consistency of the information available to the AVM at the time of estimation. The FSD can be used to create confidence that the true value has a statistical degree of certainty. Listing Information MLS Listing Number:EV17251253 MLS Current List Price:$54,000 MLS Status:Active MLS Original List Price:$54,000 MLS Area:274 - SAN BERNARDINO MLS Listing Agent:Evfernlar-Lara Fernandez MLS Status Change Date:11/04/2017 MLS Listing Broker:KELLER WILLIAMS REALTY MLS Listing #682834840 S658554 P452673 MLS Status Active Expired Closed MLS Listing Date 10/18/2017 05/11/2011 06/01/2005 MLS Listing Price $54,000 $110,000 $279,000 MLS Orig Listing Price $54,000 $110,000 $279,000 MLS Close Date 06/30/2005 MLS Listing Close Price $0 $260,000 MLS Listing Cancellation Date 06/14/2011 06/30/2005 Last Market Sale & Sales History Recording Date:12/20/2011 Sale Type:Unknown Sale Date:08/05/2011 Deed Type:Grant Deed Sale Price:$71,000 Owner Name:Successor Agency/Rda City Of San Bdn Price Per Square Feet:$47.30 Seller:US Bank Na 2005-11 Document Number:538472 Recording Date 05/07/2012 12/20/2011 06/15/2011 07/25/2005 07/25/2005 Sale Date 03/14/2012 08/05/2011 06/07/2011 06/07/2005 07/18/2005 Sale Price $71,000 $119,000 $260,000 Nominal Y Y Buyer Name Affordable Hsng Solutions Affordable Housing Solution Of Sa US Bank Na Armt 2005-11 Nguyen Van T K Nguyen Van T K Seller Name Armt 2005-11 US Bank Na 2005-11 Cal-Western Reconveyance Nguyen Hien T Nguyen Peter B Document Number 175869 538472 242754 532187 532186 Document Type Rerecorded Deed Grant Deed Trustee's Deed Grant Deed Interspousal Deed Transfer Recording Date 03/29/2004 07/10/2003 01/29/2003 Sale Date 02/25/2004 01/27/2003 01/24/2003 Sale Price $171,000 $133,948 Nominal Y Buyer Name Nguyen Hien T Secretary Of Hud Countrywide Home Loans Inc Seller Name Secretary Of Hud Countrywide Home Loans Ctc Real Real Estate Svcs 15.e Packet Pg. 336 Attachment: H&ED.Mt View.Exhibit C (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) Property Detail Page 3 of 4 The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS Generated on 04/10/2018 Document Number 211486 503752 57523 Document Type Grant Deed Corporation Grant Deed Trustee Deed Mortgage History Mortgage Date 12/06/2006 07/25/2005 03/29/2004 04/10/2002 06/19/2001 Mortgage Amount $70,000 $182,000 $153,000 $125,037 $80,000 Mortgage Lender Bank Of America Brooksamerica Mtg Corp Commonwealth United Mtg Guaranty Resid'l Lndg Inc Private Individual Mortgage Code Conventional Conventional Conventional Fha Private Party Lender Mortgage Date 10/06/1999 08/18/1998 11/21/1996 Mortgage Amount $115,874 $88,753 $47,500 Mortgage Lender Assoc Fin Svcs Ca Miscellaneous Fin Private Individual Mortgage Code Conventional Fha Private Party Lender Foreclosure History Document Type Notice Of Trustee's Sale Notice Of Trustee's Sale Notice Of Default Notice Of Default Notice Of Trustee's Sale Default Date 06/18/2009 04/24/2009 Foreclosure Filing Date 09/30/2010 07/27/2009 06/18/2009 04/24/2009 Recording Date 10/18/2010 07/30/2009 06/19/2009 04/24/2009 01/07/2003 Document Number 430367 333569 268241 175411 9589 Default Amount $3,138 $6,866 Final Judgment Amount $204,198 $192,135 $133,124 Original Doc Date 07/25/2005 07/25/2005 12/06/2006 07/25/2005 01/03/2003 Original Document Number 532188 532188 841628 532188 177497 Property Map (1)*Lot Dimensions are Estimated Building 1 of 2 15.e Packet Pg. 337 Attachment: H&ED.Mt View.Exhibit C (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) Property Detail Page 4 of 4 The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS Generated on 04/10/2018 Characteristics County Land Use:2 Single Family Res Water:Public Universal Land Use:SFR Sewer:Public Service Lot Frontage:50 Heat Type:Furnace Lot Depth:150 Cooling Type:Evap Cooler Lot Acres:0.1722 Roof Material:Tile Lot Area:7,500 Construction Type:Frame Style:Conventional Year Built:1941 Building Sq Ft:877 Effective Year Built:1941 Gross Area:1,501 Other Impvs:Porch Stories:1 Porch:Patio/Porch Total Rooms:2 Porch 1 Area:119 Total Baths:1 Porch Type:Patio/Porch Condition:Average Building 2 of 2 Characteristics County Land Use:2 Single Family Res Total Baths:1 Universal Land Use:SFR Water:Public Lot Frontage:50 Sewer:Public Service Lot Depth:150 Heat Type:Furnace Lot Acres:0.1722 Cooling Type:Evap Cooler Lot Area:7,500 Garage Type:Detached Garage Style:Conventional Garage Sq Ft:360 Building Sq Ft:624 Parking Type:Detached Frame Garage Gross Area:1,501 Roof Material:Tile Stories:1 Construction Type:Frame Total Rooms:3 Year Built:1948 Bedrooms:1 Effective Year Built:1948 15.e Packet Pg. 338 Attachment: H&ED.Mt View.Exhibit C (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) Courtesy Of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Map Page 1 of 1 Generated on 04/10/2018 KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not verified its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or financing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 839 N. Mountain View Avenue, San Bernardino, CA 92401 15.e Packet Pg. 339 Attachment: H&ED.Mt View.Exhibit C (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) 15.e Packet Pg. 340 Attachment: H&ED.Mt View.Exhibit C (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) Comparable Sale #1 •Property Profile •Assessor’s Parcel Map •Aerial KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not verified its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or financing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 839 N. Mountain View Avenue, San Bernardino, CA 92401 15.e Packet Pg. 341 Attachment: H&ED.Mt View.Exhibit C (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) Property Detail Page 1 of 2 The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS Generated on 04/07/2018 7961 Pedley Rd, San Bernardino, CA 92410, San Bernardino County Beds N/A Bldg Sq Ft N/A Lot Sq Ft 6,180 Sale Price $38,000 Baths N/A Yr Built N/A Type VCNT LND-NE Sale Date 09/07/2017 Owner Information Owner Name:Ferrero Tina Tax Billing Zip:92373 Mail Owner Name:Tina Ferrero Tax Billing Zip+4:6535 Tax Billing Address:1200 Sunnyside Ave Owner Vesting:Widow Tax Billing City & State:Redlands, CA Owner Occupied:No Location Information Zip Code:92410 Comm College District Code:San Bernardino Vly J Carrier Route:C011 Census Tract:65.00 Zoning:RM Topography:Flat/Level Tract Number:2345 Neighborhood Code:092-092 School District:San Bernardino Tax Information APN :0279-074-33-0000 Lot:7 Tax Area:107137 Water Tax Dist:San Bernardino Vly J Tax Appraisal Area:12 Fire Dept Tax Dist:San Bernardino Co Legal Description:TR NO 2345 COTTAGE GARDENS LOTS 6 AND 7 EX S 2 FT SD LOT 7 Assessment & Tax Assessment Year 2017 2016 2015 Assessed Value - Total $17,499 $17,156 $16,898 Assessed Value - Land $17,499 $17,156 $16,898 YOY Assessed Change ($)$343 $258 YOY Assessed Change (%)2%1.53% Tax Year Total Tax Change ($)Change (%) 2015 $225 2016 $220 -$4 -1.84% 2017 $677 $457 207.43% Special Assessment Tax Amount Co Land Svcs/Fire Hazard $450.30 Sb Valley Muni Wtr Dbt Svc $26.68 School Bonds $17.62 San Bdno Comm College Bond $6.57 Co Ventor Control $1.30 Total Of Special Assessments $502.47 Characteristics County Land Use:Vacant Land Lot Acres:0.1419 Universal Land Use:Vacant Land (NEC)Lot Area:6,180 Lot Frontage:60 Water:Public Lot Depth:103 Sewer:None Last Market Sale & Sales History 15.e Packet Pg. 342 Attachment: H&ED.Mt View.Exhibit C (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) Property Detail Page 2 of 2 The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS Generated on 04/07/2018 Recording Date:09/19/2017 Sale Type:Full Sale Date:09/07/2017 Deed Type:Grant Deed Sale Price:$38,000 Owner Name:Ferrero Tina Document Number:386678 Seller:Ramirez Josie J Recording Date 09/19/2017 Sale Date 09/07/2017 Sale Price $38,000 Buyer Name Ferrero Tina Seller Name Ramirez Josie J Document Number 386678 Document Type Grant Deed Property Map *Lot Dimensions are Estimated 15.e Packet Pg. 343 Attachment: H&ED.Mt View.Exhibit C (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) 15.e Packet Pg. 344 Attachment: H&ED.Mt View.Exhibit C (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) Courtesy Of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Map Page 1 of 1 Generated on 04/07/2018 KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not verified its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or financing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 839 N. Mountain View Avenue, San Bernardino, CA 92401 15.e Packet Pg. 345 Attachment: H&ED.Mt View.Exhibit C (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) Comparable Sale #2 •Property Profile •Assessor’s Parcel Map •Aerial KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not verified its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or financing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 839 N. Mountain View Avenue, San Bernardino, CA 92401 15.e Packet Pg. 346 Attachment: H&ED.Mt View.Exhibit C (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) Property Detail Page 1 of 3 The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS Generated on 04/07/2018 6955 Perris Hill Rd, San Bernardino, CA 92404, San Bernardino County Beds N/A Bldg Sq Ft N/A Lot Sq Ft 20,000 MLS Sale Price $85,000 Baths N/A Yr Built N/A Type VCNT LND-NE MLS Sale Date 06/30/2016 Owner Information Owner Name:A & L Alaska Inc Tax Billing City & State:San Bernardino, CA Mail Owner Name:A & L Alaska Inc Tax Billing Zip:92404 Tax Billing Address:6955 Perris Hill Rd Owner Occupied:Yes Location Information Zip Code:92404 Comm College District Code:San Bernardino Vly J Carrier Route:C004 Census Tract:63.02 Zoning:RM Topography:Flat/Level Tract Number:1964 Neighborhood Code:091-091 School District:San Bernardino Tax Information APN :0273-103-04-0000 Block:3 Tax Area:107144 Water Tax Dist:San Bernardino Vly J Tax Appraisal Area:12 Fire Dept Tax Dist:San Bernardino Co Lot:12 Legal Description:TR NO 1964 BASE LINE GARDENS S 1/2 LOT 12 BLK 3 EX 1/2 MNL RTS Assessment & Tax Assessment Year 2017 2016 2015 Assessed Value - Total $86,700 $60,915 $31,400 Assessed Value - Land $86,700 $60,915 $31,400 YOY Assessed Change ($)$25,785 $29,515 YOY Assessed Change (%)42.33%94% Tax Year Total Tax Change ($)Change (%) 2015 $416 2016 $779 $363 87.26% 2017 $1,120 $341 43.79% Special Assessment Tax Amount Sb Valley Muni Wtr Dbt Svc $132.21 School Bonds $87.30 San Bdno Comm College Bond $32.59 Co Ventor Control $1.30 Total Of Special Assessments $253.40 Characteristics County Land Use:Vacant Land Lot Acres:0.4591 Universal Land Use:Vacant Land (NEC)Lot Area:20,000 Lot Frontage:100 Water:Public Lot Depth:200 Sewer:Public Service Listing Information MLS Listing Number:CV15249288 MLS Original List Price:$95,000 15.e Packet Pg. 347 Attachment: H&ED.Mt View.Exhibit C (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) Property Detail Page 2 of 3 The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS Generated on 04/07/2018 MLS Status:Closed Closing Date:06/30/2016 MLS Area:274 - SAN BERNARDINO MLS Sale Price :$85,000 MLS Status Change Date:06/30/2016 MLS Listing Agent:C23430-Dionisio Vallejos MLS Current List Price:$95,000 MLS Listing Broker:REALTY EXECUTIVES EXPERTS Last Market Sale & Sales History Recording Date:06/28/2016 Sale Type:Full Sale Date:Tax: 06/09/2016 MLS: 06/30/2016 Deed Type:Grant Deed Sale Price:$85,000 Owner Name:A & L Alaska Inc Document Number:255184 Seller:Appa Investments LLC Recording Date 08/09/2017 06/28/2016 05/08/2015 12/19/2007 09/13/2006 Sale Date 08/08/2017 06/09/2016 04/30/2015 12/14/2007 08/31/2006 Sale Price $85,000 $35,000 $180,000 Nominal Y Buyer Name A & L Alaska Inc Miramontes Samara Appa Investments LLC Gildner Family Trust Chejoka Nart Seller Name Miramontes Samara Appa Investments LLC Gildner Family Trust Chejoka Nart & Danial Gildner Family Living Trust L Document Number 323271 255184 191272 704284 626472 Document Type Grant Deed Grant Deed Grant Deed Quit Claim Deed Grant Deed Recording Date 11/14/2001 02/11/1991 02/11/1991 Sale Date 11/14/2001 01/1991 01/1991 Sale Price $62,000 Nominal Y Buyer Name Gildner Trust Wsdc Inc W S D C Inc Seller Name Wsdc Inc Mccormick Brian Document Number 520274 48621 48620 Document Type Quit Claim Deed Corporation Grant Deed Deed (Reg) Mortgage History Mortgage Date 06/28/2016 09/13/2006 Mortgage Amount $42,500 $170,000 Mortgage Lender Private Individual Private Individual Mortgage Code Private Party Lender Private Party Lender 15.e Packet Pg. 348 Attachment: H&ED.Mt View.Exhibit C (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) 15.ePacket Pg. 349Attachment: H&ED.Mt View.Exhibit C (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) Courtesy Of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Map Page 1 of 1 Generated on 04/07/2018 KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not verified its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or financing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 839 N. Mountain View Avenue, San Bernardino, CA 92401 15.e Packet Pg. 350 Attachment: H&ED.Mt View.Exhibit C (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) Comparable Sale #3 •Property Profile •Assessor’s Parcel Map •Aerial KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not verified its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or financing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 839 N. Mountain View Avenue, San Bernardino, CA 92401 15.e Packet Pg. 351 Attachment: H&ED.Mt View.Exhibit C (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) Property Detail Page 1 of 2 The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS Generated on 04/07/2018 W 9th St, San Bernardino, CA 92401, San Bernardino County Beds N/A Bldg Sq Ft N/A Lot Sq Ft 7,500 MLS Sale Price $31,500 Baths N/A Yr Built N/A Type VCNT LND-NE MLS Sale Date 10/26/2016 Owner Information Owner Name:Perez Yesenia Tax Billing City & State:Los Angeles, CA Mail Owner Name:Yesenia Perez Tax Billing Zip:90044 Tax Billing Address:1234 W Gage Ave Tax Billing Zip+4:2732 Location Information Zip Code:92401 Census Tract:57.01 School District:San Bernardino Topography:Flat/Level Comm College District Code:San Bernardino Vly J Neighborhood Code:092-092 Tax Information APN :0140-221-09-0000 Lot:8 Tax Area:7001 Block:63 Tax Appraisal Area:12 Water Tax Dist:San Bernardino Vly J Legal Description:C1TY W 50 FT E 100 FT N 150 FT LOT 8 BLK 63 Assessment & Tax Assessment Year 2017 2016 2015 Assessed Value - Total $31,500 $21,300 $18,750 Assessed Value - Land $31,500 $21,300 $18,750 YOY Assessed Change ($)$10,200 $2,550 YOY Assessed Change (%)47.89%13.6% Tax Year Total Tax Change ($)Change (%) 2015 $249 2016 $422 $173 69.43% 2017 $561 $139 32.96% Special Assessment Tax Amount Sbcofire Fp-5 City Snbndo $152.98 Sb Valley Muni Wtr Dbt Svc $48.03 School Bonds $31.72 San Bdno Comm College Bond $11.84 Co Ventor Control $1.30 Total Of Special Assessments $245.87 Characteristics County Land Use:Vacant Land Lot Area:7,500 Universal Land Use:Vacant Land (NEC)Water:Public Lot Acres:0.1722 Sewer:Public Service Listing Information MLS Listing Number:IV16135032 MLS Original List Price:$35,000 MLS Status:Closed Closing Date:10/26/2016 MLS Area:274 - SAN BERNARDINO MLS Sale Price :$31,500 MLS Status Change Date:10/26/2016 MLS Listing Agent:Ivbhatkav-Kavita Bhatia 15.e Packet Pg. 352 Attachment: H&ED.Mt View.Exhibit C (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) Property Detail Page 2 of 2 The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS Generated on 04/07/2018 MLS Current List Price:$35,000 MLS Listing Broker:Z REAL ESTATE Last Market Sale & Sales History Recording Date:10/26/2016 Sale Type:Full Sale Date:Tax: 09/14/2016 MLS: 10/26/2016 Deed Type:Grant Deed Sale Price:$31,500 Owner Name:Perez Yesenia Document Number:450574 Seller:Hossain Fida Recording Date 10/26/2016 10/26/2016 10/26/2016 04/09/2004 10/18/1979 Sale Date 09/14/2016 10/18/2016 10/13/2016 03/03/2004 Sale Price $31,500 $26,091 $14,000 Nominal Y Y Buyer Name Perez Yesenia Perel Yesenia Hossain Fida Hossain Fida Raymundo Florentino L & Raymundo Remedios Seller Name Hossain Fida Rodriguez-Gomez Cesar A Hossain Shemul Raymundo Florentino L & Remedios A Document Number 450574 450573 450572 246278 132 Document Type Grant Deed Interspousal Deed Transfer Interspousal Deed Transfer Grant Deed Deed (Reg) Property Map *Lot Dimensions are Estimated 15.e Packet Pg. 353 Attachment: H&ED.Mt View.Exhibit C (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) 15.e Packet Pg. 354 Attachment: H&ED.Mt View.Exhibit C (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) Courtesy Of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Map Page 1 of 1 Generated on 04/07/2018 KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not verified its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or financing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 839 N. Mountain View Avenue, San Bernardino, CA 92401 15.e Packet Pg. 355 Attachment: H&ED.Mt View.Exhibit C (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) 04/17/2017 Resume for Kenneth Patterson: 1975 to late 1979 Mess Management Specialist for USN (primary jobs: Staff Cook, Mess Manager, maintained food supplies and Buyers agent for ships food) I was E4 at time of discharge. Licensed as a California Real Estate Agent in 1979 Licensed as a California Real Estate Broker in 1989 Licensed as a Security Dealer with the National Association of Security Dealers (FINRA) in 1995. (Series 7 and 63 license, State of California Fixed and Variable life license) 1993-1995 Manager of Neighborhood Mortgage Corp. in Costa Mesa, Ca. (4 offices in Southern Ca.) We did over $80 million in Originating Residential and Commercial loans yearly. 1995 through 1997 Independent Security Dealer with American Express Financial Advisor. Since 1998 through 2011 I managed Investment Retirement accounts for clients as an Independent Security Dealer and Small Group Health Benefits; through Lighthouse Capital Corporation out of Monterey, CA. From 1979 through 1999 I primarily sold and developed land to and for developers as an independent agent/broker. From 2000 to 2005 I incorporated residential sales into my sales activities because of demand by builders/developers I worked with. At which time I became an associate broker with Coldwell Banker Kivett-Teeters, I averaged 70 closed transactions per-year, until the recent down turn in the market. Mid-year 2005 to August 2012; Coldwell Banker Commercial Kivett-Teeters became the newest Commercial franchise. I deal in Commercial Sales, Building Leases, Ground Leases, land Sales and development. 2003-2007 I have been awarded the International Presidents Circle from Coldwell Banker International, which places me in the top 5% of Sales Associates Internationally. KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not verified its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or financing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 839 N. Mountain View Avenue, San Bernardino, CA 92401 15.e Packet Pg. 356 Attachment: H&ED.Mt View.Exhibit C (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) August 2012 to Current I moved to Keller Williams Commercial as an Associate Broker in Redlands Ca. Doing the same business practices in the commercial arena, plus I now work with Asset Managers for Defaulted Notes and Real Estate, Probate and Bankruptcy Trustees. I'm also currently an Independent Financial Advisor for Colorado Financial Services. Kenneth Patterson KW Commercial 1473 Ford St Ste #200 Redlands, Ca. 92373 951-318-8516 cell 909-793-8200 Fax kenpcommercial@gmail.com Ca Lic#00774852 KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not verified its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or financing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 839 N. Mountain View Avenue, San Bernardino, CA 92401 15.e Packet Pg. 357 Attachment: H&ED.Mt View.Exhibit C (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 10 EXHIBIT “D” Purchase and Sale Agreement and Joint Escrow Instructions Between the Successor Agency to the Redevelopment Agency of the City of San Bernardino And Pac Inv., LLC (See Attachment) 15.f Packet Pg. 358 Attachment: H&ED.Mt View.Exhibit D (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS SELLER: Successor Agency to the Redevelopment Agency of the City of San Bernardino BUYER: Pac Inv., LLC, a California limited liability company DATED: June 6, 2018 (839 N. Mt. View Avenue, San Bernardino, California, APN 0140-222-26) 15.f Packet Pg. 359 Attachment: H&ED.Mt View.Exhibit D (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) BASIC TERMS Buyer: Pac Inv., LLC, a California limited liability company Buyer’s Address: Pac Inv., LLC, a California limited liability company Attention: Bunjong Harnvichitchai 1252 Paseo Grande Corona, CA 92882 Tel. (951) 817-1678 Email: City: The City of San Bernardino Closing Contingency Date: September 14, 2018 Closing Date (or Closing) Estimated to occur by July 1, 2018, but not later than the Outside Date Deed: A grant deed in the form of Exhibit B hereto Effective Date: June 6, 2018 Escrow Holder: Commonwealth Land Title A Fidelity National Financial Company 888 S. Figueroa Street, Suite 2100 Los Angeles, CA 90017 Tel: (213) 330-3059 Attention: Crystal Leyvas, Vice President, National Accounts National Commercial Services Direct: (213) 330-3059; email: Cleyvas@cltic.com (or another escrow holder mutually acceptable to Buyer and Seller) Independent Consideration Amount: Two Hundred Dollars ($200) Outside Date: October 9, 2018; provided that such date may be extended by mutual writing agreement by Seller and Buyer Purchase Price: Fifty-Five Thousand Dollars ($55,000) Real Property: That property described in Exhibit A hereto; the subject property is sometimes referred to as APN 0140-222-26 Seller: Successor Agency to the Redevelopment Agency of the City of San Bernardino 15.f Packet Pg. 360 Attachment: H&ED.Mt View.Exhibit D (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) 2 Seller’s Address: 290 N. “D” Street – Third Floor San Bernardino, California 92418 Attention: Andrea M. Miller, City Manager Tel. (909) 384-5122 Fax: (909) 384-5138 Email: Miller_An@sbcity.org Soil and Title Contingency Date: August 14, 2018 Title Company: Commonwealth Land Title A Fidelity National Financial Company 888 S. Figueroa Street, Suite 2100 Los Angeles, CA 90017 Tel: (213) 330-3059 Attention: Crystal Leyvas, Vice President, National Accounts National Commercial Services Direct: (213) 330-3059; email: Cleyvas@cltic.com (or another title company mutually acceptable to Buyer and Seller) 15.f Packet Pg. 361 Attachment: H&ED.Mt View.Exhibit D (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) 3 PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS This PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (“Agreement”) is made and entered into as of , 2018 (the “Effective Date”) by and between Seller and Buyer. RECITALS A. Seller is the fee owner of the Real Property. The Real Property is approximately 0.17 acres of vacant parcel. B. Seller has offered to sell to Buyer the Real Property described herein for the price and subject to the terms set forth below. Buyer has considered the offer by Seller and agrees to buy from Seller the Real Property, as more specifically described below. C. In addition to the Purchase Price, material considerations to Seller in agreeing to enter into this Agreement, Buyer has agreed to pay to Seller the Independent Consideration Amount; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows: 1. Purchase and Sale. Seller hereby agrees to sell the Real Property to Buyer, and Buyer hereby agrees to purchase the Real Property from Seller, on the terms and conditions set forth in this Agreement. The term Real Property is defined collectively as the following: (a) The fee interest in the Real Prope rty to be conveyed by a grant deed in the form of the Deed; and (b) All personal property, equipment, supplies, and fixtures owned by Seller and located at the Real Property. 2. Payment of Consideration. As consideration for the sale of the Real Property from Seller to Buyer, Buyer shall, at the Closing (as defined below), pay to Seller the Purchase Price for the Real Property. Upon payment of the Purchase Price (less any adjustments made to clear liens and to defray Seller’s costs of sale including, but not limited to, the preparation of legal documents and validation of the purchase price incurred by the City of San Bernardino and the Seller’s share of closing costs), the use of sales proceeds by Seller is a matter with which Buyer is not concerned. 3. Escrow and Independent Consideration. (a) Opening of Escrow. For the purposes of this Agreement, the escrow (“Escrow”) shall be deemed opened (“Opening of Escrow”) on the date that Escrow Holder receives a copy of this Agreement fully executed by Buyer and Seller. Buyer and Seller shall use their best efforts to cause the Opening of Escrow to occur on or before five (5) business days after the Effective Date. Escrow Holder shall promptly notify Buyer and Seller in writing of the date of the Opening of Escrow. Buyer and Seller agree to execute, deliver and be bound by any reasonable or customary 15.f Packet Pg. 362 Attachment: H&ED.Mt View.Exhibit D (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) 4 supplemental escrow instructions or other instruments reasonably required by Escrow Holder to consummate the transaction contemplated by this Agreement; provided, however, that no such instruments shall be inconsistent or in conflict with, amend or supersede any portion of this Agreement. If there is any conflict or inconsistency between the terms of such instruments a nd the terms of this Agreement, then the terms of this Agreement shall control. Without limiting the generality of the foregoing, no such instruments shall extinguish any obligations imposed by this Agreement or any other agreement between Seller and Buyer. (b) Independent Consideration. Within two (2) days after the Effective Date, Buyer shall pay to Seller the Independent Consideration Amount to be retained by Seller as non- refundable independent consideration. The Independent Consideration Amount has been bargained for and agreed to as consideration for Seller’s execution and delivery of this Agreement and Seller holding the Real Property off the market for a period commencing as of the Effective Date and continuing until the Outside Date and for the rights and privileges granted to Buyer herein, including any and all rights granted to Buyer to terminate this Agreement under the circumstances provided for herein. Notwithstanding anything to the contrary contained in this Agreement, the Independent Consideration Amount shall be non-refundable in all events, except for (i) Seller’s default hereunder, (ii) the failure of the Oversight Board of the Successor Agency to the Redevelopment Agency of the City of San Bernardino (the “Oversight Board”) to approve the sale of the Real Property as provided under this Agreement, and (iii) actions by the California Department of Finance (“DOF”) which prevent the disposition of the Real Property to Buyer as provided under this Agreement. If the Closing occurs, a credit shall be applied to the Purchase Price based upon payment of the Independent Consideration Amount. (c) Closing. For purposes of this Agreement, the “Closing” or “Closing Date” shall be the date the Deed (as defined below) is recorded pursuant to applicable la w in the county in which the Real Property is located. Unless changed in writing by Buyer and Seller, the Closing shall occur on the Closing Date, or as soon thereafter as the conditions precedent to closing are satisfied pursuant to Sections 6 and 7 of this Agreement. If the Closing has not, for any reason, occurred by the Closing Date, then either Buyer or Seller may terminate this Agreement by delivering written notice to the other at any time after the outside Closing Date; provided, however, that if either party is in default under this Agreement at the time of such termination, then such termination shall not affect the rights and remedies of the non-defaulting party against the defaulting party. 4. Seller’s Delivery of Real Property and Formation Documents. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the following items (collectively, the “Property Documents”): (a) Such proof of Sellers’ authority and authorization to enter into this Agreement and to consummate this transaction as may be reasonably requested by Buyer and the Title Company consistent with the terms of this Agreement , including without limitation approval of the Oversight Board of the sale of the Real Property by Seller to Buyer. In addition, Seller shall cause Escrow Holder to obtain and deliver to Buyer a Natural Hazard Report as provided for under Sections 1102 and 1103 of the California Civil Code (the “Natural Hazard Report”) on or before the Soil and Title Contingency Date. 5. Buyer’s Right of Entry. From and after the Opening of Escrow through the earlier to occur of the termination of this Agreement or the Soil and Title Contingency Date, or as otherwise 15.f Packet Pg. 363 Attachment: H&ED.Mt View.Exhibit D (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) 5 agreed in writing by Seller prior to entry is effected, Buyer and Buyer’s employees, agents, consultants and contractors shall have the right to enter upon the Real Property during normal business hours, provided reasonable prior notice has been given to Seller. (a) Investigation of the Real Property. In addition to the foregoing, the Buyer shall have the right, at its sole cost and expense, prior to the Soil and Title Contingency Date, to engage its own environmental consultant (the “Environmental Consultant”) to make such investigations as Buyer deems necessary or appropriate, including any “Phase 1” or “Ph ase 2” investigations of the Real Property. If, based upon such evaluation, inspections, tests or investigation, Buyer determines that it, in its discretion, does not wish to proceed with purchase of the Real Property based upon the condition of the Real Property, Buyer may cancel this Agreement by giving written notice of termination to Seller on or before the Soil and Title Contingency Date which specifically references this Section 5. If Buyer does not cancel this Agreement by the time allowed under th is Section 5, Buyer shall be deemed to have approved the evaluation, inspections and tests as provided herein and to have elected to proceed with this transaction on the terms and conditions of this Agreement. Buyer shall provide a copy to the Seller of all reports and test results provided by Buyer’s Environmental Consultant promptly after receipt by the Buyer of any such reports and test results without any representation or warranty as to their accuracy or completeness. Buyer shall bear all costs, if an y, associated with restoring the Real Property to substantially the same condition prior to its testing by or on behalf of Buyer if requested to so do by Seller but excluding any latent defects or Hazardous Materials (as defined below) discovered by Buyer during its investigation of the Real Property. Buyer agrees to indemnify, protect, defend (with counsel satisfactory to Seller) and hold Seller and the Real Property free and harmless from and against all costs, claims, losses, liabilities, damages, judgments, actions, demands, attorneys’ fees or mechanic’s liens arising out of or resulting from any entry or activities on the Real Property by Buyer, Buyer’s agents, contractors or subcontractors and the contractors and subcontractors of such agents, but in no event shall the indemnity of this Section include the discovery of pre -existing conditions by Buyer or any such liabilities, costs, etc. arising from the negligence or willful misconduct of Seller and/or its consultants. The indemnity obligations of Buyer set forth in this Section 5(a) shall survive any termination of this Agreement or the Close of Escrow. “Hazardous Materials” means any substance, material, or waste which is or becomes regulated by any local governmental authority, the County, the Stat e of California, regional governmental authority, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste,” or “restricted hazardous waste” under Sections 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as a “hazardous substance” under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) defined as a “hazardous material,” “hazardous substance,” or “hazardous waste” under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a “hazardous substance” under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) friable asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as “hazardous” or “extremely hazardous” pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as “hazardous substances” pursuant to Section 311 of the Clean Water Act (33 U.S.C. §1317), (x) defined as a “hazardous waste” pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq. (42 U.S.C. 15.f Packet Pg. 364 Attachment: H&ED.Mt View.Exhibit D (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) 6 §6903) or (xi) defined as “hazardous substances” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §9601 et seq. (b) No Warranties as to the Real Property. The physical condition and possession of the Real Property, is and shall be delivered from Seller to Buyer in an “as is” condition, with no warranty expressed or implied by Seller, including without limitation, the presence of Hazardous Materials or the condition of the soil, its geology, the presence of known or unk nown seismic faults, or the suitability of the Real Property for development purposes. In addition, Seller makes no representations, warranties or assurances concerning the Real Property, its suitability for any particular use or with regard to the approval process for entitlements as to the Real Property. (c) Buyer Precautions after Closing. Upon and after the Closing, Buyer shall take all necessary precautions to prevent the release into the environment of any Hazardous Materials which are located in, on or under the Real Property. Such precautions shall include compliance with all laws, ordinances, statutes, codes, rules, regulations, orders, and decrees of the United States, the state, the County, the City, or any other political subdivision in which the Real Property is located, and of any other political subdivision, agency, or instrumentality exercising jurisdiction over the Real Property (“Governmental Requirements”) with respect to Hazardous Materials. 6. Buyer’s Conditions Precedent and Termination Right. (a) Conditions Precedent. The Closing and Buyer’s obligation to consummate the purchase of the Real Property under this Agreement are subject to the timely satisfaction or written waiver of the following conditions precedent (collectively, “Buyer’s Contingencies”), which are for Buyer’s benefit only. (i) Title Review. Within twenty (20) calendar days after the Opening of Escrow, Seller shall cause the Title Company to deliver to Buyer a preliminary title report (the “Report”) describing the title to the Real Property, together with copies of the plotted easements and the exceptions (the “Exceptions”) set forth in the Report; provided that the cost of the Report shall be borne by Seller. Seller acknowledges that the Buyer’s Title Policy shall include an endorsement against the effect of any mechanics’ liens; Seller will provide such indemnity or other assurances as necessary to induce the Title Company to provide such endorsement. On or before the Soil and Title Contingency Date, Buyer shall have approved in writing, in Buyer’s sole discretion, any matters of title disclosed by the following (collectively, the “Title Documents”): (i) the Report; (ii) the Exceptions; (iii) the legal description of the Real Property and (iv) any survey Buyer desires to obtain at Buyer’s sole cost and expense. Buyer shall have the same rights to approve or disapprove any exceptions to title that are not created by Buyer and that come into existence after issuance of the Report but prior to Closing. Seller shall, on or before the Closing, remove all deeds of trust, mortgages, and delinquent taxes (but not the lien for any real property taxes or assessments not yet delinquent). (ii) Buyer’s Title Policy. On or before the Closing, the Title Company shall, upon payment (by Buyer) of the Title Company’s premium, have agreed to issue to Buyer, a standard ALTA owner’s policy of title insurance insuring only as to matters of record title (“Standard Buyer’s Title Policy”) in the amount of the Purchase Price showing fee title to the Real Property vested solely in Buyer and subject only to the (i) the standard, preprinted exceptions to Buyer’s Title Policy; (ii) liens to secure payment of real estate taxes or assessments not yet delinquent; (iii) matters affecting the Real Property created by or with the written consent of Buyer; and (iv) those matters 15.f Packet Pg. 365 Attachment: H&ED.Mt View.Exhibit D (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) 7 specifically approved in writing by Buyer. Buyer shall have the right, at its sole cost and expense, to obtain coverage beyond that offered by a Standard Buyer’s Title Policy (such as an owner’s extended coverage ALTA policy); provided, however, that Buyer’s ability to obtain such extended coverage shall not be a Buyer’s Contingency and Buyer’s obligations hereunder shall in no way be conditioned or contingent upon obtaining such extended coverage. Buyer shall have sole responsibility for obtaining, and bearing the cost of, any endorsements and for any survey or other matters required by the Title Company for such extended coverage. In the event Buyer enters into a loan agreement to generate moneys to purchase the Real Property from Seller under this Agreement, Buyer and not Seller shall be responsible for the title insurance, closing costs and any other costs, fees or expenses in relation to Buyer obtaining such loaned moneys. The sale shall be all cash to Seller. (iii) Physical and Legal Inspections and Studies. On or before Soil and Title the Contingency Date, Buyer shall have approved in writing, in Buyer’s sole and absolute discretion, the results of any physical and legal (but not feasibility or economic) inspections, investigations, tests and studies Buyer elects to make or obtain, including, but not limited to, investigations with regard to zoning, building codes and other governmental regulations; engineering tests; soils, seismic and geologic reports; environmental audits, inspections and studies; environmental investigation or other invasive or subsurface testing; and any other physical or legal inspections and/or investigations as Buyer may elect to make or obtain. (iv) Natural Hazard Report. Seller shall cause the Escrow Holder to provide to Buyer prior to the Soil and Title Contingency Date the Natural Hazard Report described at Section 8(a)(iii) of this Agreement; provided that Seller shall bear the cost to prepare such Natural Hazard Report. (v) Property and Formation Documents. On or before the Soil and Title Contingency Date, Buyer shall have approved in writing, in Buyer’s reasonable discretion, the terms, conditions and status of all of the Property Documents. (vi) Delivery of Documents. Seller’s delivery of all documents described in Section 8, below. (vii) Representations and Warranties. All representations and warranties of Seller contained in this Agreement shall be materially true and correct as of the date made and as of the Closing. (viii) Title Company Confirmation. The Title Company shall have confirmed that it is prepared to issue the Buyer’s Title Policy consistent with the provisions of this Agreement. (ix) Oversight Board and DOF Approval. The Oversight Board and, if required as a condition of the issuance of title insurance or by either party hereto, approval by DOF, shall have been given as to the disposition of the Real Property by Seller to Buyer under this Agreement. (x) No Default. As of the Closing, Seller shall not be in default in the performance of any material covenant or agreement to be performed by Seller under this Agreement. 15.f Packet Pg. 366 Attachment: H&ED.Mt View.Exhibit D (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) 8 (b) Termination Right. Each of (i), (ii) and (iii) shall operate independently and each shall entitle Seller to terminate this Agreement, as follows: (i) If the Independent Consideration Amount is not paid by Buyer to Seller by the time set forth therefor in Section 3(b)(i) of this Agreement, then this Agreement shall terminate upon Seller giving notice thereof to Buyer; (ii) If any of Buyer’s Contingencies are not met by the Closing Contingency Date, and Seller so informs Buyer, Buyer may, by written notice to Seller, terminate this Agreement. If this Agreement is so terminated, then (except to the extent expressly allocated to one party hereto by this Agreement) any escrow, title or other cancellation fees shall be paid by Buyer, unless Seller is in default hereunder, in which case Seller shall pay all such fees. If the Agreement has not been terminated pursuant to (i) or (ii) of this Section 6(b) and Buyer has not terminated this Agreement in writing (“Termination Notice”) on or before 5:00 p.m. on the Monday preceding the scheduled Closing (“Termination Notice Deadline”), then all such Buyer’s Contingencies shall be deemed to have been satisfied and this Agreement shall continue pursuant to its terms. If Buyer has not delivered a Termination Notice as the items set forth in Sections 6(a)(i)-(xi) inclusive, prior to the Termination Notice Deadline, such Buyer’s Contingencies shall be deemed to have been satisfied. If this Agreement is terminated, then (except to the extent expressly allocated to one party hereto by this Agreement) any escrow, title or other cancell ation fees shall be paid by Buyer, unless Seller is in default hereunder, in which case Seller shall pay all such fees. (c) Seller’s Cure Right. Buyer shall notify Seller, in Buyer’s Termination Notice, of Buyer’s disapproval or conditional approval of any Ti tle Documents. Seller shall then have the right, but not the obligation, to (i) remove from title any disapproved or conditionally approved Exception(s) (or cure such other title matters that are the basis of Buyer’s disapproval or conditional approval of the Title Documents) within five (5) business days after Seller’s receipt of Buyer’s Termination Notice, or (ii) provide assurances reasonably satisfactory to Buyer that such Exception(s) will be removed (or other matters cured) on or before the Closing. With respect to any such Exception, it shall be sufficient for purposes hereof for Seller to commit in writing, within the applicable period, to remove such Exception at or before the Closing. Seller’s failure to remove such Exception after committing to do so shall be a default hereunder. An Exception shall be deemed removed or cured if Seller furnishes Buyer with evidence that the Title Company will issue the Buyer’s Title Policy, as defined herein, at the Closing deleting such Exception or providing a n endorsement (at Seller’s expense) reasonably satisfactory to Buyer concerning such Exception. If Seller cannot or does not remove or agree to remove any of the disapproved Exception(s) (or cure other matters) within such five (5) business day period, Buyer shall have three (3) business days after the expiration of such five (5) business day period to give Seller written notice that Buyer elects to proceed with the purchase of the Real Property subject to the disapproved Title Document(s), it being unders tood that Buyer shall have no further recourse against Seller for such disapproved Title Exception(s). 7. Seller’s Conditions Precedent and Termination Right. The Closing and Seller’s obligations with respect to the transaction contemplated by this Agreement are subject to the timely satisfaction or written waiver of the following condition precedent (“Seller’s Contingencies”), which are for Seller’s benefit only: 15.f Packet Pg. 367 Attachment: H&ED.Mt View.Exhibit D (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) 9 (a) Completion of Title Review. Seller shall have received written confirmation from Buyer on or before the Soil and Title Contingency Date that Buyer has completed its review of title and that the condition of title satisfactory. (b) Confirmation Concerning Site. Seller shall have received written confirmation from Buyer on or before the Soil and Title Contingency Date that Buyer has reviewed the condition of the Real Property, including without limitation concerning Hazardous Materials, zoning and suitability, and approves the condition of the Real Property. (c) Confirmation Regarding Buyer’s Title Policy. Seller shall have received written confirmation from Buyer on or before the Soil and Title Contingency Date that Buyer has approved a pro forma title policy. (d) Liens. Seller shall have obtained the consent of any lien holder to the release of such liens prior to or concurrent with closing. (e) Oversight Board and DOF Approval. The approval by the Oversight Board and DOF shall have been given as to the disposition of the Real Property by Seller to Buyer under this Agreement. (f) Delivery of Documents. Buyer’s delivery of all documents described in Section 9(a), below. Should any of Buyer’s Contingencies not be met by the respective times set forth for the satisfaction for such contingency (and without regard to whether all such contingencies have been removed or satisfied) and Buyer has so informed Seller, Seller may, by written notice to Buyer, terminate this Agreement; such termination rights shall be in addition to those termination rights of Seller as set forth in Section 6. If this Agreement is so terminated, then (except to the extent expressly allocated to one party hereto by this Agreement) any escrow, title or other cancellation fees shall be paid by Buyer. 8. Seller’s Deliveries to Escrow Holder. (a) Seller’s Delivered Documents. At least one (1) business day prior to the Closing Date, Seller shall deposit or cause to be deposited with Escrow Holder the following items, duly executed and, where appropriate, acknowledged (“Seller’s Delivered Items”): (i) Deed. The Deed. (ii) FIRPTA/Tax Exemption Forms. The Transferor’s Certification of Non-Foreign Status in the form attached hereto as Exhibit C (the “FIRPTA Certificate”), together with any necessary tax withholding forms, and a duly executed California Form 593-C, as applicable (the “California Exemption Certificate”). (iii) Hazard Disclosure Report. Unless earlier delivered to Buyer, Seller shall cause Escrow Holder to obtain and deliver to Buyer, at Seller’s cost, a Natural Hazard Report as provided for under Sections 1102 and 1103 of the California Civil Code (the “Natural Hazard Report”) before the Closing. 15.f Packet Pg. 368 Attachment: H&ED.Mt View.Exhibit D (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) 10 (iv) Possession of Real Property. Possession of the Real Property free of any tenancies or occupancy. (v) Authority. Such evidence of Seller’s authority and authorization to enter into this Agreement and to consummate this t ransaction as may be reasonably requested by Buyer and the Title Company which are consistent with the terms of this Agreement . (vi) Further Documents or Items. Any other documents or items reasonably required to close the transaction contemplated by this Agre ement as determined by the Title Company which are consistent with the terms of this Agreement . (b) Failure to Deliver. Should any of Seller’s Delivered Items not be timely delivered to Escrow, Buyer may, by written notice to Seller, terminate this Agreement; provided, however, that Buyer may (but shall not be obligated to) in such notice provide Seller with five (5) business days to deliver all of Seller’s Delivered Items. If Buyer’s notice provides Seller such five (5) business days to deliver Seller’s Delivered Items, and if Seller’s Delivered Items are not delivered within such period, then this Agreement shall automatically terminate without further action or notice. In the event of any such termination, any cash deposited by Buyer shall immediately be r eturned to Buyer. Under no circumstances shall Buyer have any responsibility to or duty to pay consultants or real estate brokers retained by Seller, Seller being solely responsible in connection with any such contractual arrangements of Seller. 9. Buyer’s Deliveries to Escrow. At least one (1) business day prior to the Closing Date, Buyer shall deposit or cause to be deposited with Escrow Holder the following, each duly executed and acknowledged, by Buyer as appropriate (“Buyer’s Delivered Items”): (a) Purchase Price. The Purchase Price, less amounts which Seller confirms in writing to Escrow Holder were theretofore paid to Seller as the Independent Consideration Amount, together with additional funds as are necessary to pay Buyer’s closing costs set forth in Section 10(b) herein. In the event Seller does not qualify for an exemption from California withholding tax under Section 18662 of the California Revenue and Taxation Code, as evidenced by the delivery at Closing of the California Exemption Certificate duly executed by Seller, Title Company shall withhold three and one-third percent (3-1/3%) of the Purchase Price on behalf of Buyer for payment to the California Franchise Tax Board in accordance with Section 11(b) hereof. In the event Seller is not exempt from such withholding or does not otherwise deliver the California Exemption Certificate at Closing, Buyer shall execute and deliver three (3) originals of California Form 593 to Title Company at or immediately after Closing. (b) Change of Ownership Report. One (1) original Preliminary Change of Ownership Report. (c) Final Escrow Instructions. Buyer’s final written escrow instructions to close escrow in accordance with the terms of this Agreement. (d) Authority. Such proof of Buyer’s authority and authorization to enter into this Agreement and to consummate the transaction contemplated hereby as may be reasonably requested by Seller or the Title Company. 15.f Packet Pg. 369 Attachment: H&ED.Mt View.Exhibit D (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) 11 (e) Moneys for Buyer’s Real Estate Broker. Buyer shall deposit any moneys due and payable to Buyer’s Real Estate Broker in connection with the sale of the Real Property. (f) Further Documents or Items. Any other documents or items reasonably required to close the transaction contemplated by this Agreement as determined by the Title Company. 10. Costs and Expenses. (a) Seller’s Costs. If the transaction contemplated by this Agreement is consummated, then Seller shall be debited for and bear the following costs: (i) costs and charges associated with the removal of encumbrances; (ii) Seller’s share of prorations; (iii) the premium for a Standard Buyer’s Title Policy with coverage in the amount of the Purchase Price; (iv) documentary recording fees, if any; (v) documentary transfer tax, if any; (vi) The Seller’s Real Estate Broker’s Commission of Five Thousand Five Hundred Dollars ($5,500) which the parties acknowledge and agree that at Close of Escrow, Seller shall pay Seller’s Real Estate Broker’s Commission for sale of the Property in accordance with Seller’s listing agreement with Seller’s Real Estate Broker and that the broker's commission shall be divided equally between Buyer's Real Estate Broker and Seller's Real Estate Broker; (vii) one half of the escrow charges; and (viii) costs, if any, allocable to Seller under this Agreement and costs for such services as Seller may addit ionally request that Escrow perform on its behalf (which foregoing items collectively constitute “Seller’s Costs and Debited Amounts”). (b) Buyer’s Costs. If the transaction contemplated by this Agreement is consummated, then Buyer shall bear the following costs and expenses: (i) the Escrow Holder’s fee; (ii) Buyer’s share of prorations, (iii) the premium for title insurance other than or in excess of a Standard Buyer’s Title Policy based on the Purchase Price, and, if applicable, the cost for any survey required in connection with the delivery of an ALTA owner’s extended coverage policy of title insurance; (iv) one half of escrow charges; (v) recording and other costs of closing; (vi) costs, if any, for such services as Buyer may additionally request that Esc row perform on its behalf; and (vii) any costs associated with Buyer borrowing money in order to pay to Seller the Purchase Price (collectively, “Buyer’s Costs and Debited Amounts”). (c) Generally. Each party shall bear the costs of its own attorneys, consult ants, and real estate brokers, other than broker’s commission, in connection with the negotiation and preparation of this Agreement and the consummation of the transaction contemplated hereby. The parties acknowledge and agree that at Close of Escrow, Seller shall pay Seller’s Real Estate Broker’s Commission for sale of the Property in accordance with Seller’s listing agreement with Seller’s Real Estate Broker and that the broker's commission shall be divided equally between Buyer's Real Estate Broker and Seller's Real Estate Broker. 11. Prorations; Withholding. (a) All revenues (if any) and expenses relating to the Real Property (including, but not limited to, property taxes, utility costs and expenses, water charges and sewer rents and refuse collection charges) shall be prorated as of the Closing Date; provided tha t all delinquent taxes shall be satisfied at the expense of Seller. Not less than five (5) business days prior to the Closing, Seller shall deliver to Buyer a tentative schedule of prorations for Buyer’s approval (the “Proration and Expense Schedule”). If any prorations made under this Section shall require final adjustment after the Closing, then the parties shall make the appropriate adjustments promptly when accurate 15.f Packet Pg. 370 Attachment: H&ED.Mt View.Exhibit D (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) 12 information becomes available and either party hereto shall be entitled to an adjustme nt to correct the same. Any corrected or adjustment proration shall be paid promptly in cash to the party entitled thereto. (b) In the event Seller does not qualify for an exemption from California withholding tax under Section 18662 of the California Revenue and Taxation Code (the “Tax Code”) as evidenced by the delivery to Buyer at Closing of the California Exemption Certificate duly executed by Seller, (i) Title Company shall withhold three and one-third percent (3-1/3%) of the Purchase Price on behalf of Buyer at Closing for payment to the California Franchise Tax Board in accordance with the Tax Code, (ii) Buyer shall deliver three (3) duly executed copies of California Form 593 to Title Company at or immediately after Closing, (iii) two (2) copies of California Form 593 shall be delivered by Title Company to Seller, and (iv) on or before the 20th day of the month following the month title to the Real Property is transferred to Buyer (as evidenced by the recording of the Grant Deed), Title Company shall remit such funds withheld from the Purchase Price, together with one (1) copy of California Form 593 to the California Franchise Tax Board on behalf of Buyer. Buyer and Seller hereby appoint Title Company as a reporting entity under the Tax Code, authorized to withhold and remit the withholding tax contemplated under the Tax Code, together with such other documents required by the Tax Code (including, without limitation, California Form 593), to the California Franchise Tax Board. 12. Closing Procedure. When the Title Company is unconditionally prepared (subject to payment of the premium therefor) to issue the Buyer’s Title Policy and all required documents and funds have been deposited with Escrow Holder, Escrow Holder shall immediately close Escrow in the manner and order provided below. (a) Recording. Escrow Holder shall cause the Deed to be recorded pursuant to applicable law in the county in which the Real Property is located and obtain conformed copies thereof for distribution to Buyer and Seller. (b) Disburse Funds. Escrow Holder shall debit or credit (as provided herein) all Buyer’s Costs and Debited Amounts, Seller’s Costs and Debited Amounts and General Expenses, prorate matters and withhold funds as provided herein. The Purchase Price, less any applicable debits or credits (including any liens as to which such liens and the amount to satisfy such liens shall have been confirmed in writing by Seller to Escrow Holder) shall be distributed by check payable to Seller unless Escrow Holder is instructed otherwise in writing signed by Seller (and, in such event, in accordance with such instructions). Seller authorizes Escrow Holder to request demands for payment and to make such payments from the Purchase Price (or such other funds, if any, as are advanced by Seller) to defray the cost of removing deeds of trust, liens and other encumbrances (but not for obligations of Buyer). Escrow Holder shall disburse on behalf of Buyer such moneys as are deposited by Buyer (in addition to the Purchase Price and Buyer’s share of closing costs) as the commission for Buyer’s Real Estate Broker (unless Buyer’s Real Estate Broker shall deliver a written statement to Escrow Holder which indicates that Buyer has arranged to pay Buyer’s Rea l Estate Broker outside escrow and that payment of such remuneration is a matter with respect to which Escrow Holder and Seller need not be concerned). (c) Documents to Seller. Escrow Holder shall deliver to Seller a conformed copy of the Deed, and documents, if any, recorded on behalf of any lender, as duly recorded among the official land records of the County of San Bernardino, and a copy of each other document (or copies thereof) deposited into Escrow by Buyer pursuant hereto. 15.f Packet Pg. 371 Attachment: H&ED.Mt View.Exhibit D (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) 13 (d) Documents to Buyer. Escrow Holder shall deliver to Buyer the original FIRPTA Certificate, the original California Exemption Certificate (as applicable), and a conformed copy of each of the Deed as duly recorded among the official land records of the County of San Bernardino, the Natural Hazard Report, and each other document (or copies thereof) deposited into Escrow by Seller pursuant hereto, including, without limitation, those documents referenced in Section 8. (e) Title Company. Escrow Holder shall cause the Title Company to issue the Buyer’s Title Policy to Buyer. (f) Closing Statement. Escrow Holder shall forward to both Buyer and Seller a separate accounting of all funds received and disbursed for each party. (g) Informational Reports. Escrow Holder shall file any information reports required by Internal Revenue Code Section 6045(e), as amended. (h) Possession. Possession of the Real Property shall be delivered to Buyer at the Closing. 13. Representations and Warranties. (a) Seller’s Representations and Warranties. In consideration of Buyer entering into this Agreement and as an inducement to Buyer to purchase the Real Property, Seller makes the following representations and warranties as of the Effective Date and as of the Closing, each of which is material and is being relied upon by Buyer (and the truth and accuracy of which shall constitute a condition precedent to Buyer’s obligations hereunder), and all of which are material inducements to Buyer to enter into this Agreement (and but for which Buyer would not have entered into this Agreement) and shall survive Closing; provided that each of the representations and warranties of Seller is based upon the information and belief of the Executive Director of the Successor Agency: (i) Seller believes that it has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated subject to the approval of the Oversight Board and, as may be applicable, DOF. (ii) Subject to the approval of the Oversight Board and, as may be applicable, DOF, Seller believes that all requisite action (corporate, trust, partnership or otherwise) has been taken by Seller in connection with entering into this Agreement and the instrumen ts referenced herein; and, by the Closing, all such necessary action will have been taken to authorize the consummation of the transaction contemplated hereby. (iii) Subject to the approval of the Oversight Board and, as may be applicable, DOF, the individual executing this Agreement and the instruments referenced herein on behalf of Seller has the legal power, right and actual authority to bind Seller to the terms and conditions hereof and thereof. (iv) Seller believes that neither the execution or delivery of this Agreement or the documents or instruments referenced herein, nor incurring the obligations set forth herein, nor the consummation of the transaction contemplated herein, nor compliance with the terms of this Agreement or the documents or instruments referenced herein or therein conflict with or result in the 15.f Packet Pg. 372 Attachment: H&ED.Mt View.Exhibit D (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) 14 material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, lease or other agreement or instrument to which Seller is a party or that affect the Real Property, including, but not limited to, any of the Title Documents or the Property Documents. (v) There is no pending litigation nor, to the best of Seller’s knowledge, threatened litigation, which does or will adversely affect the right of Seller to convey the Real Property. There are no claims which have been received by Seller that have not been disclosed to Buyer. (vi) Seller has made no written or oral commitments to or agreements with any governmental authority or agency materially and adversely affecting the Real Property, or any part hereof, or any interest therein, which will survive the Closing. (vii) There are no leases or rental agreements in effect as to the Real Property. (viii) Seller is not in default of its obligations under any contract, agreement or instrument to which Seller is a party pertaining to the Real Property. (ix) There are no mechanics’, materialmen’s or similar claims or liens presently claimed or which will be claimed against the Real Property for work performed or commenced for Seller or on Seller’s behalf prior to the date of this Agreement. (x) There are no undisclosed contracts, licenses, commitments, undertakings or other written or oral agreements for services, supplies or materials concerning the use, operation, maintenance, or management of the Real Property that will be binding upon Buyer or the Real Property after the Closing. There are no oral contracts or other oral agreements for services, supplies or materials, affecting the use, operation, maintenance or management of the Real Property. (xi) There are not as of the Effective Date, nor will there be as of the Closing, any written or oral leases or contractual right or option to lease, purchase, or otherwise enjoy possession, rights or interest of any nature in and to the Real Property or any part thereof, and no person other than Buyer shall have any right of possession to the Real Property or any part thereof as of the Closing. (xii) No person, excepting Seller, has possession or any rights to possession of the Real Property or portion thereof. (b) Subsequent Changes to Seller’s Representations and Warranties. If, prior to the Closing, Buyer or Seller should learn, discover or become aware of any existing or new item, fact or circumstance which renders a representation or warranty of Seller set forth herein incorrect or untrue in any respect (collectively, the “Seller Representation Matter”), then the party who has learned, discovered or become aware of such Representation Mat ter shall promptly give written notice thereof to the other party and Seller’s representations and warranties shall be automatically limited to account for the Representation Matter. Buyer shall have the right to approve or disapprove any such change and to terminate this Agreement by written notice to Seller if Buyer reasonably disapproves any such change. If Buyer does not elect to terminate this Agreement, Seller’s representation shall be 15.f Packet Pg. 373 Attachment: H&ED.Mt View.Exhibit D (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) 15 qualified by such Seller Representation Matter and Seller shall have no obligation to Buyer for such Seller Representation Matter. (c) Buyer’s Representations and Warranties. In consideration of Seller entering into this Agreement and as an inducement to Seller to sell the Real Property, Buyer makes the following representations and warranties as of the date hereof and at and as of the Closing, each of which is material and is being relied upon by Seller (and the truth and accuracy of which shall constitute a condition precedent to Seller’s obligations hereunder), and all of which shall survive Closing: (i) Buyer has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated hereby. (ii) All requisite action has been taken by Buyer in connection with entering into this Agreement and the instruments referenced herein; and, by the Closing, all such necessary action will have been taken to authorize the consummation of the transaction contemplated hereby. (iii) The individuals executing this Agreement and the instruments referenced herein on behalf of Buyer have the legal power, right and actual authority to bind Buyer to the terms and conditions hereof and thereof. (iv) Neither the execution and delivery of this Agreement and the documents and instruments referenced herein, nor incurring the obligations set forth herein, nor the consummation of the transaction contemplated herein, nor compliance with the terms of this Agreement and the documents and instruments referenced herein conflict with or resul t in the material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreement or instrument to which Buyer is a party or by which any of Buyer’s properties are bound. (d) Subsequent Changes to Buyer’s Representations and Warranties . If, prior to the Closing, Seller or Buyer should learn, discover or become aware of any existing or new item, fact or circumstance which renders a representation or warranty of Buyer set forth herein incorrect or untrue in any respect (collectively, the “Buyer’s Representation Matter”), then the party who has learned, discovered or become aware of such Buyer’s Representation Matter shall promptly give written notice thereof to the other party and Buyer’s representations and warranties shall be automatically limited to account for the Buyer’s Representation Matter. Seller shall have the right to approve or disapprove any such change and to terminate this Agreement by written notice to Buyer if Seller reasonably disapproves any such change. If Seller does not elect to terminate this Agreement, Buyer’s representation shall be qualified by such Buyer’s Representa tion Matter and Buyer shall have no obligation to Seller for such Buyer’s Representation Matter. 14. Fair Value Price. Each of Buyer and Seller believe that the Purchase Price represents a fair value price for the Real Property. At such time as Buyer makes improvements to the Real Property, the costs for planning, designing, and constructing such improvements shall be borne exclusively by the Buyer and the Buyer shall construct or cause to be constructed such improvements in compliance with all the zoning, planning and design review requirements of the San Bernardino 15.f Packet Pg. 374 Attachment: H&ED.Mt View.Exhibit D (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) 16 Municipal Code, and all nondiscrimination, labor standard, and wage rate requirements to the extent such labor and wage requirements are applicable. Buyer, including but not limited to its contrac tors and subcontractors, shall be responsible to comply with Labor Code Section 1720, et seq., if applicable, and its implementing regulations, regarding the payment of prevailing wages (the “State Prevailing Wage Law”), if applicable, and, if applicable, federal prevailing wage law (“Federal Prevailing Wage Law” and, together with State Prevailing Wage Law, “Prevailing Wage Laws”) with regard to the construction of improvements to the Real Property, but only if and to the extent such sections are applicable to the development of the Real Property. Insofar as the parties understand that Buyer is paying a fair market price for the Real Property, the parties believe that the payment of prevailing wages will not be required. In any event, Buyer shall be solely responsible for determining and effectuating compliance with the Prevailing Wage Laws, neither the Seller nor the City makes any final representation as to the applicability or non-applicability of the Prevailing Wage Laws to improvements to the Rea l Property, or any part thereof. Buyer hereby releases from liability, and agrees to indemnify, defend, assume all responsibility for and hold each of the Seller and the City, and their respective officers, employees, agents and representatives, harmless from any and all claims, demands, actions, suits, proceedings, fines, penalties, damages, expenses resulting from, arising out of, or based upon Buyer’s acts or omissions pertaining to the compliance with the Prevailing Wage Laws as to the Real Property. This Section 14 shall survive Closing. 15. General Provisions. (a) Condemnation. If any material portion of the Real Property shall be taken or appropriated by a public or quasi-public authority exercising the power of eminent domain, Buyer shall have the right, at its option, to (i) terminate this Agreement or (ii) proceed with the purchase of the Real Property and receive all of the award or payment made in connection with such taking. (b) Notices. All notices, demands, requests or other communications required or permitted hereunder (collectively, “Notices”) shall be in writing, shall be addressed to the receiving party as provided in the Basic Terms section above, and shall be personally delivered, sent by overnight mail (Federal Express or another carrier that provides receipts for all deliveries), sent by certified mail, postage prepaid, return receipt requested, or sent by facsimile transmission (provided that a successful transmission report is received). All Notices shall be effective upon receipt at the appropriate address. Notice of change of address shall be given by written notice in the manner detailed in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no Notice in accordance with this Section was given shall be deemed to constitute receipt of such Notice. The providing of copies of Notices to the parties’ respective counsels is for information only, is not required for valid Notice and does not alone constitute Notice hereunder. (c) Brokers. Seller assumes sole responsibility for any consultants or brokers (“Seller’s Agents”) it may have retained in connection with the sale of the Real Property (and Buyer shall have no responsibility in connection with such matters). Seller represents that it has engaged Keller Williams Realty as “Seller’s Real Estate Broker” and that Seller shall be solely responsible for any commission, cost, fee or compensation of any kind due to Seller’s Real Estate Broker. Seller represents to Buyer that Seller has not engaged any consultants, finders or real estate brokers other than Seller’s Real Estate Broker in connection with the sale of the Real Property to the Buyer, and there are no brokerage commission, finder’s fee or other compensation of any kind due or owi ng to 15.f Packet Pg. 375 Attachment: H&ED.Mt View.Exhibit D (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) 17 any person or entity in connection with this Agreement other than Seller’s costs with respect to the Seller’s Real Estate Broker Commission. Seller agrees to and does hereby indemnify and hold the Buyer free and harmless from and against any and all costs, liabilities or causes of action or proceedings which may be instituted by any broker, agent or finder, licensed or otherwise, claiming through, under or by reason of the conduct of the Seller in connection with this Agreement. Buyer assumes sole responsibility for any consultants or brokers (“Buyer’s Agents”) it may have retained in connection with the purchase of the Real Property. Buyer represents that it has engaged Hilgenberg Realty, Inc. as “Buyer’s Real Estate Broker” and other than the portion of the Seller’s Real Estate Broker’s Commission that is payable to the Buyer’s Real Estate Broker per Section 10(a) of this Agreement, Buyer shall be solely responsible for any other cost, fee or compensation of any kind due to Buyer’s Real Estate Broker, if any. Buyer represents to Seller that Buyer has not engaged any consultants, finders or real estate brokers other than Buyer’s Real Estate Broker in connection with the sale of the Real Property to the Buyer, and there are no brokerage commission, f inder’s fee or other compensation of any kind due or owing to any person or entity in connection with this Agreement. Buyer agrees to and does hereby indemnify and hold the Seller free and harmless from and against any and all costs, liabilities or causes of action or proceedings which may be instituted by any broker, agent or finder, licensed or otherwise, claiming through, under or by reason of the conduct of the Buyer in connection with this Agreement. The Parties acknowledge and agree that Buyer has been represented in this transaction by Hilgenberg Realty, Inc. as “Buyer’s Real Estate Broker.” At Close of Escrow, Seller shall pay Seller’s Real Estate Broker’s Commission for sale of the Property in accordance with Seller’s listing agreement with Sell er’s Real Estate Broker. The broker's commission shall be divided equally between Buyer's Real Estate Broker and Seller's Real Estate Broker. (d) Waiver, Consent and Remedies. Each provision of this Agreement to be performed by Buyer and Seller shall be deemed both a covenant and a condition and shall be a material consideration for Seller’s and Buyer’s performance hereunder, as appropriate, and any breach thereof by Buyer or Seller shall be deemed a material default hereunder. Either party may specifically and expressly waive in writing any portion of this Agreement or any breach thereof, but no such waiver shall constitute a further or continuing waiver of a preceding or succeeding breach of the same or any other provision. A waiving party may at any time thereafter require further compliance by the other party with any breach or provision so waived. The consent by one party to any act by the other for which such consent was required shall not be deemed to imply consent or waiver of the necessity of obtaining such consent for the same or any similar acts in the future. No waiver or consent shall be implied from silence or any failure of a party to act, except as otherwise specified in this Agreement. All rights, remedies, undertakings, obligations, options, covenants, conditions and agreements contained in this Agreement shall be cumulative and no one of them shall be exclusive of any other. Except as otherwise specified herein, either party hereto may pursue any one or more of its rights, options or remedies hereunder or may seek damages or specific performance in the event of the other party’s breach hereunder, or may pursue any other remedy at law or equity, whether or not stated in this Agreement. (e) Cooperation. Buyer and Seller agree to execute such in struments and documents and to diligently undertake such actions as may be required in order to consummate the purchase and sale herein contemplated and shall use all reasonable efforts to accomplish the Closing in accordance with the provisions hereof and, following Closing. (f) Remedies. Without limitation as to the availability of other remedies, this Agreement may be enforced by an action for specific enforcement. 15.f Packet Pg. 376 Attachment: H&ED.Mt View.Exhibit D (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) 18 (g) Time. Time is of the essence of every provision herein contained. In the computation of any period of time provided for in this Agreement or by law, the day of the act or event from which said period of time runs shall be excluded, and the last day of such period shall be included, unless it is a Saturday, Sunday, or legal holiday, in which case the period shall be deemed to run until 5:00 p.m. of the next day that is not a Saturday, Sunday, or legal holiday. Except as otherwise expressly provided herein, all time periods expiring on a specified date or period herein shall be deemed to expire at 5:00 p.m. on such specified date or period. (h) Counterparts; Facsimile Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrume nt. A facsimile signature shall be deemed an original signature. (i) Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. (j) Obligations to Third Parties. City shall be deemed to be a third party beneficiary of this Agreement. Excepting only for the City, t he execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate any of the parties to this Agreement to, any person or entity other than the parties hereto. (k) Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. (l) Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. (m) Applicable Law. This Agreement shall be governed by and construed in accordance with the local law of the State of California. (n) Exhibits and Schedules. The exhibits and schedules attached hereto are incorporated herein by this reference for all purposes. (o) Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, including, without limitation, that certain Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate dat ed February 1, 2018, and contains the entire agreement between, and the final expression of, Buyer and Seller with respect to the subject matter hereof. The parties hereto expressly agree and confirm that this Agreement is executed without reliance on any oral or written statements, representations or promises of any kind which are not expressly contained in this Agreement. No subsequent agreement, representation or promise made by either party hereto, or by or to an employee, officer, agent or representative of either party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. (p) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the permitted successors and assigns o f the parties hereto. 15.f Packet Pg. 377 Attachment: H&ED.Mt View.Exhibit D (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) 19 (q) Assignment. Neither party may assign its rights under this Agreement without the prior consent of the other party. [signatures begin on the following page] 15.f Packet Pg. 378 Attachment: H&ED.Mt View.Exhibit D (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) 20 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. “SELLER” SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, a public entity, corporate and politic By: Andrea M. Miller Executive Director “BUYER” PAC INV., LLC a California limited liability company By: Name: Bunjong Harnvichitchai Its: Approved as to form: Gary D. Saenz, City Attorney By: _____________________________ 15.f Packet Pg. 379 Attachment: H&ED.Mt View.Exhibit D (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) Acceptance by Escrow Holder: Commonwealth Land and Title Company hereby acknowledges that it has received a fully executed copy of the foregoing Purchase and Sale Agreement and Joint Escrow Instructions by and between the Successor Agency to the Redevelopment Agency of the City of San Bernardino, a public entity, corporate and politic (“Seller”), and Pac Inv., LLC (“Buyer”) and agrees to act as Escrow Holder thereunder and to be bound by and strictly perform the terms thereof as such terms apply to Escrow Holder. Dated: _____________, 2018 COMMONWEALTH LAND AND TITLE COMPANY By: Name: Its: 15.f Packet Pg. 380 Attachment: H&ED.Mt View.Exhibit D (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) A-1 EXHIBIT A LEGAL DESCRIPTION The following described real property in the County of San Bernardino, State of California: THE NORTH 50 FEET OF THE SOUTH 100 FEET OF THE WEST ½ OF LOT(S) 3, BLOCK 64, IN THE CITY OF SAN BERNARDINO, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 7 PAGE(S) 1, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. Address: 839 N. Mt. View Avenue APN: 0140-222-26 15.f Packet Pg. 381 Attachment: H&ED.Mt View.Exhibit D (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) B-2 EXHIBIT B DEED NOT FOR SIGNATURE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Pac Inv., LLC 1252 Paseo Grande Corona, CA 92882 Atten: Bunjong Harnvichitchai APN: 0140-222-26 [Space above for recorder.] Address: 839 N. Mt. View Ave., DOCUMENTARY TRANSFER TAX San Bernardino, California $ ______ computed on the consideration or value of property conveyed; OR computed on the consideration or value less liens or encumbrances remaining at time of sale. Signature of Declarant or Agent determining tax - Firm Name GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the Successor Agency to the Redevelopment Agency of the City of San Bernardino, a public entity, corporate and politic (“Grantor”), hereby grants to Pac Inv., LLC (“Grantee”), that certain real property located in the County of San Bernardino, State of California, more particularly described on Attachment No. 1 attached hereto and incorporated herein by this reference (the “Property”), subject to existing easements, restrictions and covenants of record. IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of __________, 2018. SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO By: NOT FOR SIGNATURE Andrea M. Miller Executive Director 15.f Packet Pg. 382 Attachment: H&ED.Mt View.Exhibit D (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) ATTACHMENT NO. 1 TO GRANT DEED TO EXHIBIT B ATTACHMENT NO. 1 TO GRANT DEED LEGAL DESCRIPTION The following described real property in the County of San Bernardino, State of California: THE NORTH 50 FEET OF THE SOUTH 100 FEET OF THE WEST ½ OF LOT(S) 3, BLOCK 64, IN THE CITY OF SAN BERNARDINO, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 7 PAGE(S) 1, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. Address: 839 N. Mt. View Avenue APN: 0140-222-26 15.f Packet Pg. 383 Attachment: H&ED.Mt View.Exhibit D (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) 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 ) ) ss. COUNTY OF ____________ ) On _____________________________ , before me, _______________________________ , Notary Public, (Print Name of 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 of Notary Public 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. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT Individual Corporate Officer __________________________________________ Title(s) __________________________________________ Title Or Type Of Document Partner(s) Limited General Attorney-In-Fact Trustee(s) Guardian/Conservator Other: ________________________________ Signer is representing: Name Of Person(s) Or Entity(ies) __________________________________________ __________________________________________ __________________________________________ Number Of Pages __________________________________________ Date Of Documents __________________________________________ Signer(s) Other Than Named Above 15.f Packet Pg. 384 Attachment: H&ED.Mt View.Exhibit D (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) C-1 EXHIBIT C FIRPTA CERTIFICATE TRANSFEROR’S CERTIFICATE OF NON-FOREIGN STATUS To inform Pac Inv., LLC, (the “Transferee”), that withholding of tax under Section 1445 of the Internal Revenue Code of 1986, as amended (“Code”) will not be required upon the transfer of certain real property to the Transferee by the Successor Agency to the Redevelopment Agency of the City of San Bernardino (the “Transferor”), the undersigned hereby certifies the following: 1. The Transferor is not a foreign person or citizen, foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Code and the Income Tax Regulations promulgated thereunder); 2. The Transferor’s social security number or U.S. employer identification number is as follows: _________________. 3. The Transferor’s home or office address is: _________________________________________ _________________________________________ The Transferor understands that this certification may be disclosed to the Internal Revenue Service by the Transferee and that any false statement contained herein could be punished by fine, imprisonment or both. Under penalty of perjury, I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document. Successor Agency to the Redevelopment Agency of the City of San Bernardino 15.f Packet Pg. 385 Attachment: H&ED.Mt View.Exhibit D (5561 : Purchase and Sale Agreement for the Real Property Located on 839 North Mountain View Avenue) 16.a Packet Pg. 386 Attachment: H&ED.Ramona Ave. Report (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) sites and twenty-one (21) of which were designated to be sold (the “Successor Agency Properties”). The Successor Agency is the owner of that certain real property located on 2355 North Ramona Avenue, San Bernardino, California (APN 0148-173-07) (the “Property”). Within the LRPMP, the Property is: (i) identified as Site No. 28; (ii) described as an approximately 0.17-acre vacant industrial lot zoned Industrial Light; (iii) designated for sale; and (iv) more fully described within Exhibit "A" to the attached Resolution, which is an excerpt from the LRPMP. On March 6, 2017, the Successor Agency Board approved the original Property Disposition Strategy, which among other things, authorized a competitive process that would result in listing for sale of 18 real property sites with a real estate broker (two of which are owned by the City of San Bernardino). On August 16, 2017, the Successor Agency Board approved the “Amended Property Disposition Strategy”, which: (i) reduced the number of real property sites to be listed with a real estate broker from 18 to 16 (one of which is owned by the City of San Bernardino); (ii) provided for an alternate method of real property disposition for the two real property sites removed from the group to be listed with a real estate broker; (iii) where applicable, provided a current status update on completed and pending real property transfers; and (iv) established an Escrow and Title Administrative Management Fee to allow the City to recover a portion of the cost of its services with respect to the management of the sale of real property assets. Consistent with the amended Property Disposition Strategy, on October 18, 2017, the Successor Agency approved an agreement with Keller Williams (the “KW Agreement”) to list and sell 15 real property sites of the Successor Agency (the City entered into a separate agreement with Keller Williams for its single real property site) and as a part of the KW Agreement, KW is required to prepare of a Broker’s Opinion of Value (the “BOV”) for each property that is to be sold. Based on past practice, the DOF has acknowledged that BOVs are an acceptable method and basis for confirming that the value of real property being sold is fair and reasonable. Discussion In response to the listing, KW received, thoroughly reviewed and vetted one offer to purchase the Property. On January 25, 2018, Felix Family Trust Dated 2008 (the “FFT”) offered to purchase the Property for $29,705 (the “Purchase Price”) (a copy of the offer is included as Exhibit “B” to the attached Resolution). KW has confirmed that FFT’s purchase offer was the highest received, that FFT is a credible buyer capable of purchasing the Property and has recommended that the Successor Agency consider FFT’s purchase offer. On January 25, 2018, KW submitted its BOV, indicating its opinion that the market value of the Property is $22,734 (the “BOV Market Value”). In consideration that the Purchase Price exceeds the BOV Market Value by $6,971, or 31%, it may be concluded that the 16.a Packet Pg. 387 Attachment: H&ED.Ramona Ave. Report (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) purchase price offered by FFT for the Property is fair and reasonable, as more fully described within the BOV, a copy of which is attached to the Resolution as Exhibit “C.” The attached Resolution will approve the Purchase and Sale Agreement and Joint Escrow Instructions (the “Purchase and Sale Agreement”) between the Successor Agency and FFT with respect to the Property, a copy of which is included as Exhibit “D” to the attached Resolution and authorize certain related actions. Consistent with the provisions of the HSC and the LRPMP, the effectiveness of the Purchase and Sale Agreement is subject to the approval of the Oversight Board and the DOF. The attached Resolution has been reviewed with respect to applicability of the California Environmental Quality Act (the “CEQA”), the State CEQA Guidelines (California Code of Regulations, Title 14, § 15000 et seq., hereafter the “CEQA Guidelines”), and the City’s environmental guidelines. The Resolution does not constitute a “project” for purposes of CEQA, as that term is defined by CEQA Guidelines § 15378, because the Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per § 15378 (b) (5) of the CEQA Guidelines. 2018-19 Goals and Objectives Adoption of the attached Resolution aligns with the Goals No 3: Create, Maintain and Grow Jobs and Economic Value in the City; Goal No 4: Ensure Development of a Well-Planned, Balanced, and Sustainable City; and Goal No 7: Pursue City Goals and Objectives by Working with Other Agencies. The activity involves the winding-down of the former redevelopment agency, which will result in the transfer of real property assets to third parties to place them into highest and best economic uses, consistent with the City’s General Plan and Zoning Ordinance, that will create economic activities, create job opportunities, remove blight, improve neighborhoods, create affordable housing and increase tax-ratables. The activities will also result in the fulfillment of monetary obligations resulting in the use of less Redevelopment Property Tax Trust Fund revenues (formerly known as tax increment) and increasing the flow of General Tax Levy funds to the taxing entities for appropriate uses to sustain local government services. The success of the activity requires on-going collaboration with and the establishment and maintenance of positive working relationships with the County of San Bernardino, the Oversight Board and the California Department of Finance. Fiscal Impact Once the Property is sold, the Successor Agency will transfer the net Purchase Price to the San Bernardino County Auditor-Controller that will in turn divide and pay over the net Purchase Price to the affected taxing entities in proportion to their respective shares of the 1% general tax levy, which will include the City. 16.a Packet Pg. 388 Attachment: H&ED.Ramona Ave. Report (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) Conclusion It is recommended that the Mayor and City Council, in the capacity as the Successor Agency to the Redevelopment Agency of the City of San Bernardino, adopt the Resolution, approving the Purchase and Sale Agreement and Joint Escrow Instructions between the Successor Agency and Felix Family Trust 2008 with respect to the real property located on 2355 North Ramona Avenue, San Bernardino, California (APN 0148-173-07), and approving certain related actions. Attachment Attachment 1 Resolution; Exhibit A-An excerpt from the LRPMP; Exhibit B-The Purchase Offer; Exhibit C-The BOV; and Exhibit D-The Purchase and Sale Agreement. Ward: 6 Synopsis of Previous Council Actions: October 18, 2017: The Successor Agency approved the KW Agreement to list and sell certain real property sites of the Successor Agency. 16.a Packet Pg. 389 Attachment: H&ED.Ramona Ave. Report (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 1 RESOLUTION NO. 2018-151 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, ACTING AS THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO APPROVING THE PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BETWEEN THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND FELIX FAMILY TRUST DATED 2008 WITH RESPECT TO THE REAL PROPERTY LOCATED AT 2355 NORTH RAMONA AVENUE, SAN BERNARDINO, CALIFORNIA (APN 0148-173-07), AND APPROVING CERTAIN RELATED ACTIONS WHEREAS, pursuant to Health and Safety Code (the “HSC”) § 34172 (a) (1), the Redevelopment Agency of the City of San Bernardino was dissolved on February 1, 2012; and WHEREAS, consistent with the provisions of the HSC, on January 9, 2012 the Mayor and City Council of the City of San Bernardino elected to serve in the capacity as the Successor Agency to the Redevelopment Agency of the City of San Bernardino (the “Successor Agency”); and WHEREAS, the Oversight Board for the Successor Agency (the “Oversight Board”) has been established pursuant to HSC § 34179 to assist in the wind-down of the dissolved redevelopment agency; and WHEREAS, on September 15, 2015, the Successor Agency submitted its Oversight Board-approved Long-Range Property Management Plan (the “LRPMP”) to the California Department of Finance (the “DOF”); and WHEREAS, on December 31, 2015, the DOF approved the Successor Agency’s LRPMP and notified the Successor Agency that pursuant to HSC § 34191.3, the approved LRPMP shall govern, and supersede all other provisions relating to the disposition and use of all the real property assets of the former redevelopment agency; and WHEREAS, the approved LRPMP, which addresses the disposition and use of the real propert y assets held by the Successor Agency, includes 230 parcels of land grouped into forty-six (46) separate sites, eighteen (18) of which were designated as government use sites, seven (7) of which are designated as future development sites and twenty-one (21) of which were designated to be sold (the “Successor Agency Properties”); and 16.b Packet Pg. 390 Attachment: H&ED.Ramona Ave. Reso (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2 WHEREAS, the Successor Agency is the owner of that certain real property located at 2355 North Ramona Avenue, San Bernardino, California (APN 0148-173-07) (the “Property”); and WHEREAS, within the LRPMP, the Property is: i) identified as Site No. 28; (ii) described as an approximately 0.17-acre vacant industrial lot zoned Industrial Light; iii) designated for sale; and iv) more fully described in Exhibit "A" attached hereto, which is an excerpt from the LRPMP; and WHEREAS, on March 6, 2017, the Successor Agency Board approved the original Property Disposition Strategy, which among other things, authorized a competitive process that would result in listing for sale of 18 real property sites with a real estate broker (two of which are owned by the City of San Bernardino); and WHEREAS, on August 16, 2017, the Successor Agency Board approved the “Amended Property Disposition Strategy,” which: i) reduced the number of real property sites to be listed with a real estate broker from 18 to 16 (one of which is owned by the City of San Bernardino); ii) provided for an alternate method of real property disposition for the two real property sites removed from the group to be listed with a real estate broker; iii) where applicable, provided a current status update on completed and pending real property transfers; and iv) established an Escrow and Title Administrative Management Fee to allow the City to recover a portion of the cost of its services with respect to the management of the sale of real property assets; and WHEREAS, consistent with the amended Property Disposition Strategy, on October 18, 2017, the Successor Agency approved an agreement with Keller Williams (the “KW Agreement”) to list and sell 15 real property sites of the Successor Agency (the City entered into a separate agreement with Keller Williams for its single real property site); and WHEREAS, the Property is included within the KW Agreement; and WHEREAS, as a part of the KW Agreement, KW is required to prepare a Broker’s Opinion of Value (the “BOV”) for each Successor Agency property that is to be sold; and WHEREAS, based on past practice, the DOF has acknowledged that BOVs are an acceptable method and basis for confirming that the value of real property being sold is fair and reasonable; and WHEREAS, in response to the listing, KW received, thoroughly reviewed and vetted one (1) offer to purchase the Property; and 16.b Packet Pg. 391 Attachment: H&ED.Ramona Ave. Reso (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 3 WHEREAS, on January 25, 2018, Felix Family Trust Dated 2008, (the “FFT”) offered to purchase the Property for $29,705 (the “Purchase Price”) (a copy of the offer is attached to this Resolution as Exhibit “B”); and WHEREAS, KW has confirmed that FFT is a credible buyer capable of purchasing the Property and has recommended that the Successor Agency consider FFT’s purchase offer; and WHEREAS, on January 25, 2018, KW submitted its BOV, indicating its opinion that the market value of the Property is $22,734 (the “BOV Market Value”); and WHEREAS, in consideration that the Purchase Price exceeds the BOV Market Value by $6,971, or 31%, it may be concluded that the purchase price offered by FFT for the Property is fair and reasonable, as more fully described within the BOV, a copy of which is attached to this Resolution as Exhibit “C”; and WHEREAS, this Resolution will approve the Purchase and Sale Agreement and Joint Escrow Instructions (the “Purchase and Sale Agreement”) between the Successor Agency and FFT with respect to the Property, a copy of which is attached to this Resolution as Exhibit “D,” and authorize certain related actions; and WHEREAS, consistent with the provisions of the HSC and the LRPMP, the effectiveness of the Purchase and Sale Agreement is subject to the approval of the Oversight Board and the DOF; and WHEREAS, this Resolution has been reviewed with respect to applicability of the California Environmental Quality Act (the “CEQA”), the State CEQA Guidelines (California Code of Regulations, Title 14, § 15000 et seq., hereafter the “CEQA Guidelines”), and the City’s environmental guidelines; and WHEREAS, this Resolution does not constitute a “project” for purposes of CEQA, as that term is defined by CEQA Guidelines § 15378, because this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per § 15378 (b) (5) of the CEQA Guidelines; and WHEREAS, all of the prerequisites with respect to the approval of this Resolution have been met. 16.b Packet Pg. 392 Attachment: H&ED.Ramona Ave. Reso (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 4 NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL ACTING AS THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AS FOLLOWS: Section 1. The foregoing recitals are true and correct and are a substantive part of this Resolution. Section 2. The Purchase Price for the Property is determined to be fair and reasonable. Section 3. The Purchase and Sale Agreement between the Successor Agency and Felix Family Trust Dated 2008, for the purchase and sale of the Property, attached hereto as Exhibit “D,” is approved. Section 4. On behalf of the Successor Agency, the City Manager, in the capacity as Executive Director of the Successor Agency, or designee, is authorized and directed to execute the Purchase and Sale Agreement and the grand deed, the form of which is attached to the Purchase and Sale Agreement, and to take such other actions and execute such other documents as are necessary to effectuate and close the purchase and sale of the Property and as may otherwise be required to fulfill the intent of this Resolution. Section 5. This Resolution is not a “project” for purposes of CEQA, as that term is defined by Guidelines § 15378, because this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per § 15378 (b) (5) of the Guidelines. Section 6. This resolution shall take effect only after its adoption and execution in the manner as required by the City Charter and the approval of the Purchase and Sale Agreement by the Oversight Board and the DOF. / / / / / / / / / / / / / / / / / / 16.b Packet Pg. 393 Attachment: H&ED.Ramona Ave. Reso (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 5 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, ACTING AS THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO APPROVING THE PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BETWEEN THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND FELIX FAMILY TRUST DATED 2008 WITH RESPECT TO THE REAL PROPERTY LOCATED AT 2355 NORTH RAMONA AVENUE, SAN BERNARDINO, CALIFORNIA (APN 0148-173-07), AND APPROVING CERTAIN RELATED ACTIONS I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and City Council of the City of San Bernardino, in its capacity as the Successor Agency to the Redevelopment Agency of the City of San Bernardino at a regular meeting thereof, held on the day of June 2018, by the following vote, to wit: Council Members Ayes Nays Abstain Absent MARQUEZ BARRIOS VALDIVIA SHORETT NICKEL RICHARD MULVIHILL Georgeann Hanna, CMC, City Clerk The foregoing Resolution is hereby approved this day of June 2018. R. Carey Davis, Mayor City of San Bernardino Approved as to Form: Gary D. Saenz, City Attorney By: 16.b Packet Pg. 394 Attachment: H&ED.Ramona Ave. Reso (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) Successor Agency to the Redevelopment Agency of the City of San Bernardino Long-Range Property Management Plan September 2015 Amended December 2015 Site No. 28: Vacant Ramona Avenue Industrial Property 140 V. Property to be Sold Site No. 28 - Vacant Ramona Avenue Industrial Property Address: APN: 2355 N. Ramona Avenue 0148-173-07 Cabrera Avenue N. Ramona Avenue Highland Avenue 16.c Packet Pg. 395 Attachment: H&ED.Ramona Ave.Exhibit A (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) Successor Agency to the Redevelopment Agency of the City of San Bernardino Long-Range Property Management Plan September 2015 Amended December 2015 Site No. 28: Vacant Ramona Avenue Industrial Property 141 V. Property to be Sold Site No. 28 - Vacant Ramona Avenue Industrial Property A. Permissible Use (HSC § 34191.5 (c) (2)): Site No. 28 is the Vacant Ramona Avenue Industrial Property (the “Vacant Industrial Property”) and is proposed to be sold by the Successor Agency. B. Acquisition of Property (HSC § 34191.5 (c) (1) (A) and § 34191.5 (c) (1) (B)): Property records indicate that the Vacant Industrial Property was acquired by the Agency in January 2010, and carries a Book Value of $21,500. The Vacant Industrial Property was acquired by the Agency in order to meet the revitalization goals of City and the Agency to alleviate the existence and spread of physical and economic blight. The estimated current value (the “ECV”) of the Vacant Industrial Property is approximately $22,000. C. Site Information (HSC § 34191.5 (c) (1) (C)): The Vacant Industrial Property consists of one (1) 0.17-acre parcel (APN 0148-173-07) located at 2355 N. Ramona Avenue. The Vacant Industrial Property is zoned Industrial Light (IL). The IL designation is intended to retain, enhance and intensify existing industrial property, and provide for the new development of lighter industrial uses along major vehicular, rail, and air transportation routes serving the City. D. Estimated Current Value (HSC § 34191.5 (c) (1) (D)): To determine an ECV for the Vacant Industrial Property, in January 2015, the Agency conducted a comparable sales analysis through the National Data Collective. The ECV was determined to be approximately $22,000. Local factors were not taken into consideration in determining the ECV of this site. The ECV is only a rough estimate that was obtained from an on-line source where only comparable sales data are available. It is not possible to include environmental issues or any other special or unique factors into simple ECV calculations, as such data are not available from the source. Therefore, the actual value of the property may vary significantly from the ECV. The Successor Agency notes that in the environment of AB 1484, it may not be possible to achieve appraised values. The Successor Agency will be in charge of the process seeking to achieve successful marketing of properties, and will act with reasonable diligence. However, the constraints and environment of AB 1484 militate against maximizing prices. The actual sales prices to be realized will be a function of what a willing buyer is willing to pay under circumstances where there will be no seller financing and dispositions will be subject to Oversight Board approval. There is no reason to think that book values will be realized. E. Site Revenues (HSC § 34191.5 (c) (1) (E)): There are no site revenues generated from the Vacant Industrial Property. F. History of Environmental Contamination (HSC § 34191.5 (c) (1) (F)): There is no known history of environmental contamination.34 34 http://geotracker.waterboards.ca.gov/map/?CMD=runreport&myaddress=2355+n+ramona%2C+san+Bernardino 16.c Packet Pg. 396 Attachment: H&ED.Ramona Ave.Exhibit A (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) Successor Agency to the Redevelopment Agency of the City of San Bernardino Long-Range Property Management Plan September 2015 Amended December 2015 Site No. 28: Vacant Ramona Avenue Industrial Property 142 V. Property to be Sold Site No. 28 - Vacant Ramona Avenue Industrial Property G. Potential for Transit Oriented Development (TOD) and the Advancement of Planning Objectives of the Successor Agency (HSC § 34191.5 (c) (1) (G)): There is no potential for a TOD in conjunction with Vacant Industrial Property. Selling the Vacant Industrial Property advances the planning objectives of the Successor Agency and the City to develop and revitalize this area of the community through the creation of opportunities for private investment in the City. H. History of Previous Development Proposals and Activity (HSC § 34191.5 (c) (1) (H)): There is no history of previous development proposals or activities in conjunction with the Vacant Industrial Property. I. Disposition of Property: The Successor Agency proposes to sell the Vacant Industrial Property in accordance with the Successor Agency’s policies and procedures for property disposition as shown in Exhibit “A” Section I. Purchase and Sale Procedures. The ECV of the Vacant Industrial Property is approximately $22,000. Date of estimated current value – January 2015 Value Basis – The ECV was determined by a comparable sales analysis using the National Data Collective subscription service. The ECV is approximately $22,000. Local factors that may affect land value were not taken into consideration. Therefore, the actual value of the property may vary greatly from the ECV. The ECV is only a planning number and should not be relied upon as a basis for actual value. Proposed sale date – TBD and subject to the Successor Agency’s implementation of its policies and procedures for property disposition as shown in Exhibit “A.” Proposed sale value – TBD and subject to a fair market appraisal conducted by a licensed appraiser. The Successor Agency notes that in the environment of AB 1484, it may not be possible to achieve appraised values. The Successor Agency will be in charge of the process seeking to achieve successful marketing of properties, and will act with reasonable diligence. However, the constraints and environment of AB 1484 militate against maximizing prices. The actual sales prices to be realized will be a function of what a willing buyer is willing to pay under circumstances where there will be no seller financing and dispositions will be subject to Oversight Board approval. There 16.c Packet Pg. 397 Attachment: H&ED.Ramona Ave.Exhibit A (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) Successor Agency to the Redevelopment Agency of the City of San Bernardino Long-Range Property Management Plan September 2015 Amended December 2015 Site No. 28: Vacant Ramona Avenue Industrial Property 143 V. Property to be Sold Site No. 28 - Vacant Ramona Avenue Industrial Property J. Implementation of the Long-Range Property Management Plan: Following the approval of the LRPMP by the DOF, the Successor Agency will implement the LRPMP. For properties to be sold, implementation will include distribution of any land sales proceeds for enforceable obligations and/or distributed as property tax to the taxing entities. Due to the vagaries associated with the sale of land, such as uncertainties concerning the timing of sale and the price that would be realized, it is not feasible to precisely state in the LRPMP how the funds will be used. In that regard, once an agreement is reached with respect to the purchase and sale of a property, the agreement will be presented to the Oversight Board for concurrence. The Oversight Board’s approval will be evidenced by a resolution that will be submitted to DOF and, per the HSC, is subject to DOF’s review. That resolution will include or refer to a staff report which describes with greater particularity, once more facts are known, how the proceeds of sale will be distributed. As noted in Section I – Introduction of the LRPMP, the LRPMP provides that proceeds of the sale may be used for enforceable obligations and/or distributed as property tax to the taxing entities through the County Auditor-Controller. The need to retain some or all of the proceeds of sale for enforceable obligations will depend on whether there is a short-fall in RPTTF in the ROPS cycle during which the escrow is anticipated to close. If a short-fall were to occur in the RPTTF at that time, then all or a portion of the sale proceeds should be used to fulfill an enforceable obligation with any remaining sale proceeds then distributed as property tax to the taxing entities through the County Auditor-Controller. If there is not a short-fall in RPTTF at the time of close of escrow, then land sale proceeds would be distributed as property tax to the taxing entities through the County Auditor-Controller in a manner described at the time of Oversight Board approval as to a particular property sale. Since it is impossible to foresee when and if a short-fall in the RPTTF may occur, or when the property will be sold, the use of the sale proceeds cannot be specifically determined at this time and, therefore, cannot be stated with greater particularity in the LRPMP. However, it is clear that at the time a sale takes place, the sale will be brought back to the Oversight Board and will be subject to review. 16.c Packet Pg. 398 Attachment: H&ED.Ramona Ave.Exhibit A (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP (Selling Firm to Buyer) (As required by the Civil Code) (C.A.R. Form AD, Revised 12/14) (If checked) This form is being provided in connection with a transaction for a leasehold interest exceeding one year as per Civil Code section 2079.13(k) and (m). When you enter into a discussion with a real estate agent regarding a real estate transaction, you should from the outset understand what type of agency relationship or representation you wish to have with the agent in the transaction. SELLER'S AGENT A Seller's agent under a listing agreement with the Seller acts as the agent for the Seller only. A Seller's agent or a subagent of that agent has the following affirmative obligations: To the Seller: A Fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Seller. To the Buyer and the Seller: (a)Diligent exercise of reasonable skill and care in performance of the agent's duties. (b)A duty of honest and fair dealing and good faith. (c)A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the parties. An agent is not obligated to reveal to either party any confidential information obtained from the other party that does not involve the affirmative duties set forth above. BUYER'S AGENT A selling agent can, with a Buyer's consent, agree to act as agent for the Buyer only. In these situations, the agent is not the Seller's agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Seller. An agent acting only for a Buyer has the following affirmative obligations: To the Buyer: A fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Buyer. To the Buyer and the Seller: (a)Diligent exercise of reasonable skill and care in performance of the agent's duties. (b)A duty of honest and fair dealing and good faith. (c)A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the parties. An agent is not obligated to reveal to either party any confidential information obtained from the other party that does not involve the affirmative duties set forth above. AGENT REPRESENTING BOTH SELLER AND BUYER A real estate agent, either acting directly or through one or more associate licensees, can legally be the agent of both the Seller and the Buyer in a transaction, but only with the knowledge and consent of both the Seller and the Buyer. In a dual agency situation, the agent has the following affirmative obligations to both the Seller and the Buyer: (a)A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either the Seller or the Buyer. (b)Other duties to the Seller and the Buyer as stated above in their respective sections. In representing both Seller and Buyer, the agent may not, without the express permission of the respective party, disclose to the other party that the Seller will accept a price less than the listing price or that the Buyer will pay a price greater than the price offered. The above duties of the agent in a real estate transaction do not relieve a Seller or Buyer from the responsibility to protect his or her own interests. You should carefully read all agreements to assure that they adequately express your understanding of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired, consult a competent professional. Throughout your real property transaction you may receive more than one disclosure form, depending upon the number of agents assisting in the transaction. The law requires each agent with whom you have more than a casual relationship to present you with this disclosure form. You should read its contents each time it is presented to you, considering the relationship between you and the real estate agent in your specific transaction.This disclosure form includes the provisions of Sections 2079.13 to 2079.24, inclusive, of the Civil Code set forth on page 2. Read it carefully. I/WE ACKNOWLEDGE RECEIPT OF A COPY OF THIS DISCLOSURE AND THE PORTIONS OF THE CIVIL CODE PRINTED ON THE BACK (OR A SEPARATE PAGE). Buyer Seller Landlord Tenant Date Buyer Seller Landlord Tenant Date Agent BRE Lic. # Real Estate Broker (Firm) By BRE Lic. # Date (Salesperson or Broker-Associate) Agency Disclosure Compliance (Civil Code §2079.14): ●When the listing brokerage company also represents Buyer/Tenant: The Listing Agent shall have one AD form signed by Seller/Landlord and a different AD form signed by Buyer/Tenant. ●When Seller/Landlord and Buyer/Tenant are represented by different brokerage companies: (i) the Listing Agent shall have one AD form signed by Seller/Landlord and (ii) the Buyer's/Tenant's Agent shall have one AD form signed by Buyer/Tenant and either that same or a different AD form presented to Seller/Landlord for signature prior to presentation of the offer. If the same form is used, Seller may sign here: Seller/Landlord Date Seller/Landlord Date The copyright laws of the United States (Title 17 U.S. Code) forbid the unauthorized reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. Copyright © 1991-2010, CALIFORNIA ASSOCIATION OF REALTORS®, INC. Reviewed by Date ALL RIGHTS RESERVED. AD REVISED 12/14 (PAGE 1 OF 2) DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP (AD PAGE 1 OF 2) Phone: Fax: Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com X 01/25/2018 Felix Family Trust 2008 Janice Glenn McEntee Broker 01738846 01/25/2018 Marcus E Curtis Owner of record R E Global, 3050 Orange st Riverside CA 92501 909.801.4713 909.801.4713 2355 N Ramona Marcus Curtis DocuSign Envelope ID: CCB8E860-150D-47C9-91C4-5EB3E844E14F 1/25/2018 1/25/2018 16.d Packet Pg. 399 Attachment: H&ED.Ramona Ave.Exhibit B (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) CIVIL CODE SECTIONS 2079.24 (2079.16 APPEARS ON THE FRONT) 2079.13 As used in Sections 2079.14 to 2079.24,inclusive,the following terms have the following meanings:(a)“Agent”means a person acting under provisions of Title 9 (commencing with Section 2295)in a real property transaction,and includes a person who is licensed as a real estate broker under Chapter 3 (commencing with Section 10130)of Part 1 of Division 4 of the Business and Professions Code,and under whose license a listing is executed or an offer to purchase is obtained.(b) “Associate licensee”means a person who is licensed as a real estate broker or salesperson under Chapter 3 (commencing with Section 10130)of Part 1 of Division 4 of the Business and Professions Code and who is either licensed under a broker or has entered into a written contract with a broker to act as the broker's agent in connection with acts requiring a real estate license and to function under the broker's supervision in the capacity of an associate licensee.The agent in the real property transaction bears responsibility for his or her associate licensees who perform as agents of the agent.When an associate licensee owes a duty to any principal,or to any buyer or seller who is not a principal,in a real property transaction,that duty is equivalent to the duty owed to that party by the broker for whom the associate licensee functions.(c)“Buyer”means a transferee in a real property transaction,and includes a person who executes an offer to purchase real property from a seller through an agent,or who seeks the services of an agent in more than a casual,transitory,or preliminary manner,with the object of entering into a real property transaction.“Buyer”includes vendee or lessee.(d)“Commercial real property”means all real property in the state,except single-family residential real property,dwelling units made subject to Chapter 2 (commencing with Section 1940)of Title 5,mobilehomes,as defined in Section 798.3,or recreational vehicles,as defined in Section 799.29.(e)“Dual agent”means an agent acting,either directly or through an associate licensee,as agent for both the seller and the buyer in a real property transaction.(f)“Listing agreement”means a contract between an owner of real property and an agent,by which the agent has been authorized to sell the real property or to find or obtain a buyer.(g)“Listing agent”means a person who has obtained a listing of real property to act as an agent for compensation.(h)“Listing price”is the amount expressed in dollars specified in the listing for which the seller is willing to sell the real property through the listing agent.(i)“Offering price”is the amount expressed in dollars specified in an offer to purchase for which the buyer is willing to buy the real property.(j)“Offer to purchase”means a written contract executed by a buyer acting through a selling agent that becomes the contract for the sale of the real property upon acceptance by the seller.(k)“Real property”means any estate specified by subdivision (1)or (2)of Section 761 in property that constitutes or is improved with one to four dwelling units,any commercial real property, any leasehold in these types of property exceeding one year's duration,and mobilehomes,when offered for sale or sold through an agent pursuant to the authority contained in Section 10131.6 of the Business and Professions Code.(l)“Real property transaction”means a transaction for the sale of real property in which an agent is employed by one or more of the principals to act in that transaction,and includes a listing or an offer to purchase.(m)“Sell,”“sale,”or “sold”refers to a transaction for the transfer of real property from the seller to the buyer,and includes exchanges of real property between the seller and buyer,transactions for the creation of a real property sales contract within the meaning of Section 2985,and transactions for the creation of a leasehold exceeding one year's duration.(n)“Seller”means the transferor in a real property transaction,and includes an owner who lists real property with an agent,whether or not a transfer results,or who receives an offer to purchase real property of which he or she is the owner from an agent on behalf of another.“Seller”includes both a vendor and a lessor.(o)“Selling agent”means a listing agent who acts alone,or an agent who acts in cooperation with a listing agent,and who sells or finds and obtains a buyer for the real property,or an agent who locates property for a buyer or who finds a buyer for a property for which no listing exists and presents an offer to purchase to the seller.(p)“Subagent”means a person to whom an agent delegates agency powers as provided in Article 5 (commencing with Section 2349)of Chapter 1 of Title 9.However,“subagent”does not include an associate licensee who is acting under the supervision of an agent in a real property transaction. 2079.14 Listing agents and selling agents shall provide the seller and buyer in a real property transaction with a copy of the disclosure form specified in Section 2079.16,and,except as provided in subdivision (c),shall obtain a signed acknowledgement of receipt from that seller or buyer,except as provided in this section or Section 2079.15,as follows:(a)The listing agent,if any,shall provide the disclosure form to the seller prior to entering into the listing agreement.(b)The selling agent shall provide the disclosure form to the seller as soon as practicable prior to presenting the seller with an offer to purchase,unless the selling agent previously provided the seller with a copy of the disclosure form pursuant to subdivision (a).(c)Where the selling agent does not deal on a face-to-face basis with the seller,the disclosure form prepared by the selling agent may be furnished to the seller (and acknowledgement of receipt obtained for the selling agent from the seller)by the listing agent,or the selling agent may deliver the disclosure form by certified mail addressed to the seller at his or her last known address,in which case no signed acknowledgement of receipt is required.(d)The selling agent shall provide the disclosure form to the buyer as soon as practicable prior to execution of the buyer's offer to purchase,except that if the offer to purchase is not prepared by the selling agent,the selling agent shall present the disclosure form to the buyer not later than the next business day after the selling agent receives the offer to purchase from the buyer. 2079.15 In any circumstance in which the seller or buyer refuses to sign an acknowledgement of receipt pursuant to Section 2079.14, the agent, or an associate licensee acting for an agent, shall set forth, sign, and date a written declaration of the facts of the refusal. 2079.16 Reproduced on Page 1 of this AD form. 2079.17 (a)As soon as practicable,the selling agent shall disclose to the buyer and seller whether the selling agent is acting in the real property transaction exclusively as the buyer's agent,exclusively as the seller's agent,or as a dual agent representing both the buyer and the seller.This relationship shall be confirmed in the contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller,the buyer,and the selling agent prior to or coincident with execution of that contract by the buyer and the seller,respectively.(b)As soon as practicable,the listing agent shall disclose to the seller whether the listing agent is acting in the real property transaction exclusively as the seller's agent,or as a dual agent representing both the buyer and seller.This relationship shall be confirmed in the contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller and the listing agent prior to or coincident with the execution of that contract by the seller. (c)The confirmation required by subdivisions (a) and (b) shall be in the following form. (DO NOT COMPLETE. SAMPLE ONLY) is the agent of (check one): the seller exclusively; or both the buyer and seller. (Name of Listing Agent) (DO NOT COMPLETE. SAMPLE ONLY) is the agent of (check one): the buyer exclusively; or the seller exclusively; or (Name of Selling Agent if not the same as the Listing Agent)both the buyer and seller. (d)The disclosures and confirmation required by this section shall be in addition to the disclosure required by Section 2079.14. 2079.18 No selling agent in a real property transaction may act as an agent for the buyer only,when the selling agent is also acting as the listing agent in the transaction. 2079.19 The payment of compensation or the obligation to pay compensation to an agent by the seller or buyer is not necessarily determinative of a particular agency relationship between an agent and the seller or buyer. A listing agent and a selling agent may agree to share any compensation or commission paid, or any right to any compensation or commission for which an obligation arises as the result of a real estate transaction, and the terms of any such agreement shall not necessarily be determinative of a particular relationship. 2079.20 Nothing in this article prevents an agent from selecting, as a condition of the agent's employment, a specific form of agency relationship not specifically prohibited by this article if the requirements of Section 2079.14 and Section 2079.17 are complied with. 2079.21 A dual agent shall not disclose to the buyer that the seller is willing to sell the property at a price less than the listing price,without the express written consent of the seller.A dual agent shall not disclose to the seller that the buyer is willing to pay a price greater than the offering price,without the express written consent of the buyer.This section does not alter in any way the duty or responsibility of a dual agent to any principal with respect to confidential information other than price. 2079.22 Nothing in this article precludes a listing agent from also being a selling agent, and the combination of these functions in one agent does not, of itself, make that agent a dual agent. 2079.23 A contract between the principal and agent may be modified or altered to change the agency relationship at any time before the performance of the act which is the object of the agency with the written consent of the parties to the agency relationship. 2079.24 Nothing in this article shall be construed to either diminish the duty of disclosure owed buyers and sellers by agents and their associate licensees, subagents, and employees or to relieve agents and their associate licensees, subagents, and employees from liability for their conduct in connection with acts governed by this article or for any breach of a fiduciary duty or a duty of disclosure. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, INC. a subsidiary of the California Association of REALTORS® Reviewed by Date 525 South Virgil Avenue, Los Angeles, California 90020 AD REVISED 12/14 (PAGE 2 OF 2) DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP (AD PAGE 2 OF 2) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 2355 N Ramona DocuSign Envelope ID: CCB8E860-150D-47C9-91C4-5EB3E844E14F 16.d Packet Pg. 400 Attachment: H&ED.Ramona Ave.Exhibit B (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) VACANT LAND PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (C.A.R. Form VLPA, Revised 12/15) Date Prepared: 1. OFFER: A. THIS IS AN OFFER FROM ("Buyer"), B.THE REAL PROPERTY to be acquired is ,situated in (City),(County),California,(Zip Code),Assessor's Parcel No.(“Property”). Further Described As . C. THE PURCHASE PRICE offered is Dollars $ . D. CLOSE OF ESCROW shall occur on (date) (or Days After Acceptance). E.Buyer and Seller are referred to herein as the “Parties.” Brokers are not Parties to this Agreement. 2. AGENCY: A. DISCLOSURE: The Parties each acknowledge receipt of a “Disclosure Regarding Real Estate Agency Relationships” (C.A.R. Form AD). B. CONFIRMATION:The following agency relationships are hereby confirmed for this transaction: Listing Agent (Print Firm Name) is the agent of (check one): the Seller exclusively; or both the Buyer and Seller. Selling Agent (Print Firm Name) (if not the same as the Listing Agent) is the agent of (check one): the Buyer exclusively; or the Seller exclusively; or both the Buyer and Seller. C.POTENTIALLY COMPETING BUYERS AND SELLERS:The Parties each acknowledge receipt of a “Possible Representation of More than One Buyer or Seller - Disclosure and Consent” (C.A.R. Form PRBS). 3. FINANCE TERMS:Buyer represents that funds will be good when deposited with Escrow Holder. A. INITIAL DEPOSIT:Deposit shall be in the amount of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ (1)Buyer Direct Deposit: Buyer shall deliver deposit directly to Escrow Holder by electronic funds transfer, cashier's check, personal check, other within 3 business days after Acceptance (or ); OR (2)Buyer Deposit with Agent: Buyer has given the deposit by personal check (or ) to the agent submitting the offer (or to ), made payable to . The deposit shall be held uncashed until Acceptance and then deposited with Escrow Holder within 3 business days after Acceptance (or ). Deposit checks given to agent shall be an original signed check and not a copy. (Note: Initial and increased deposits checks received by agent shall be recorded in Broker's trust fund log.) B.INCREASED DEPOSIT:Buyer shall deposit with Escrow Holder an increased deposit in the amount of . . . $ within Days After Acceptance (or ). If the Parties agree to liquidated damages in this Agreement,they also agree to incorporate the increased deposit into the liquidated damages amount in a separate liquidated damages clause (C.A.R. Form RID) at the time the increased deposit is delivered to Escrow Holder. C. ALL CASH OFFER:No loan is needed to purchase the Property. This offer is NOT contingent on Buyer obtaining a loan. Written verification of sufficient funds to close this transaction IS ATTACHED to this offer or Buyer shall, within 3 (or ) Days After Acceptance, Deliver to Seller such verification. D. LOAN(S): (1) FIRST LOAN:in the amount of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ This loan will be conventional financing or FHA, VA, Seller financing (C.A.R. Form SFA), assumed financing (C.A.R.Form AFA), subject to financing, Other .This loan shall be at a fixed rate not to exceed %or, an adjustable rate loan with initial rate not toexceed %. Regardless of the type of loan, Buyer shall pay points not to exceed % of the loan amount. (2) SECOND LOAN in the amount of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ This loan will be conventional financing or Seller financing (C.A.R.Form SFA), assumed financing (C.A.R.Form AFA), subject to financing Other .This loan shall be at a fixed rate not to exceed %or,an adjustable rate loan with initial rate not to exceed %. Regardless of the type of loan,Buyer shall pay points not to exceed %of the loan amount. (3)FHA/VA:For any FHA or VA loan specified in 3D(1),Buyer has 17 (or )Days After Acceptance to Deliver to Seller written notice (C.A.R.Form FVA)of any lender-required repairs or costs that Buyer requests Seller to pay for or otherwise correct.Seller has no obligation to pay or satisfy lender requirements unless agreed in writing.A FHA/VA amendatory clause (C.A.R.Form FVAC)shall be a part of this transaction. E. ADDITIONAL FINANCING TERMS: Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) © 1996-2015, California Association of REALTORS®, Inc . VLPA REVISED 12/15 (PAGE 1 OF 11) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 1 OF 11) Phone: Fax: Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com January 25, 2018 Ricardo Felix 2355 N. Ramona Ave. San Bernardino San Bernardino 92411 Twenty-Nine Thousand, Seven Hundred Five 29,705.00 X February 5, 2018 X Keller Williams Realty X Janice Glenn McEntee Broker X X 29,705.00 5,000.00 X ALL CASH ALL CASH AS_IS X X R E Global, 3050 Orange st Riverside CA 92501 909.801.4713 909.801.4713 2355 N Ramona Marcus Curtis DocuSign Envelope ID: CCB8E860-150D-47C9-91C4-5EB3E844E14F 16.d Packet Pg. 401 Attachment: H&ED.Ramona Ave.Exhibit B (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) Property Address: Date: F. BALANCE OF DOWN PAYMENT OR PURCHASE PRICE in the amount of . . . . . . . . . . . . . . . . . . . . . .$ to be deposited with Escrow Holder pursuant to Escrow Holder instructions. G. PURCHASE PRICE (TOTAL):. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ H.VERIFICATION OF DOWN PAYMENT AND CLOSING COSTS:Buyer (or Buyer's lender or loan broker pursuant to paragraph 3J(1)) shall, within 3 (or ) Days After Acceptance, Deliver to Seller written verification of Buyer's down payment and closing costs. ( Verification attached.) I. APPRAISAL CONTINGENCY AND REMOVAL:This Agreement is (or is NOT) contingent upon a written appraisal of the Property by a licensed or certified appraiser at no less than the purchase price. Buyer shall, as specified in paragraph 19B(3), in writing, remove the appraisal contingency or cancel this Agreement within 17 (or ) Days After Acceptance. J. LOAN TERMS: (1) LOAN APPLICATIONS:Within 3 (or )Days After Acceptance, Buyer shall Deliver to Seller a letter from Buyer's lender or loan broker stating that, based on a review of Buyer's written application and credit report, Buyer is prequalified or preapproved for any NEW loan specified in paragraph 3D. If any loan specified in paragraph 3D is an adjustable rate loan, the prequalification or preapproval letter shall be based on the qualifying rate, not the initial loan rate. ( Letter attached.) (2)LOAN CONTINGENCY:Buyer shall act diligently and in good faith to obtain the designated loan(s).Buyer's qualification for the loan(s)specified above is a contingency of this Agreement unless otherwise agreed in writing.If there is no appraisal contingency or the appraisal contingency has been waived or removed,then failure of the Property to appraise at the purchase price does not entitle Buyer to exercise the cancellation right pursuant to the loan contingency if Buyer is otherwise qualified for the specified loan.Buyer's contractual obligations regarding deposit,balance of down payment and closing costs are not contingencies of this Agreement. (3) LOAN CONTINGENCY REMOVAL: Within 21 (or ) Days After Acceptance, Buyer shall, as specified in paragraph 19, in writing, remove the loan contingency or cancel this Agreement. If there is an appraisal contingency, removal of the loan contingency shall not be deemed removal of the appraisal contingency. (4)NO LOAN CONTINGENCY:Obtaining any loan specified above is NOT a contingency of this Agreement.If Buyer does not obtain the loan and as a result Buyer does not purchase the Property,Seller may be entitled to Buyer's deposit or other legal remedies. (5) LENDER LIMITS ON BUYER CREDITS:Any credit to Buyer, from any source, for closing or other costs that is agreed to by the Parties (“Contractual Credit”) shall be disclosed to Buyer's lender. If the total credit allowed by Buyer's lender (“Lender Allowable Credit”) is less than the Contractual Credit, then (i) the Contractual Credit shall be reduced to the Lender Allowable Credit, and (ii) in the absence of a separate written agreement between the Parties, there shall be no automatic adjustment to the purchase price to make up for the difference between the Contractual Credit and the Lender Allowable Credit. K. BUYER STATED FINANCING:Seller is relying on Buyer's representation of the type of financing specified (including but not limited to, as applicable, all cash, amount of down payment, or contingent or non-contingent loan). Seller has agreed to a specific closing date, purchase price and to sell to Buyer in reliance on Buyer's covenant concerning financing. Buyer shall pursue the financing specified in this Agreement. Seller has no obligation to cooperate with Buyer's efforts to obtain any financing other than that specified in the Agreement and the availability of any such alternate financing does not excuse Buyer from the obligation to purchase the Property and close escrow as specified in this Agreement. L. SELLER FINANCING:The following terms (or the terms specified in the attached Seller Financing Addendum) (C.A.R. Form SFA) apply ONLY to financing extended by Seller under this Agreement. (1) BUYER'S CREDIT-WORTHINESS:Buyer authorizes Seller and/or Brokers to obtain, at Buyer's expense, a copy of Buyer's credit report. Within 7 (or ) Days After Acceptance, Buyer shall provide any supporting documentation reasonably requested by Seller. (2)TERMS:Buyer's promissory note,deed of trust and other documents as appropriate shall incorporate and implement the following additional terms:(i)the maximum interest rate specified in paragraph 3D shall be the actual fixed interest rate for Seller financing; (ii)deed of trust shall contain a REQUEST FOR NOTICE OF DEFAULT on senior loans;(iii)Buyer shall sign and pay for a REQUEST FOR NOTICE OF DELINQUENCY prior to Close Of Escrow and at any future time if requested by Seller;(iv)note and deed of trust shall contain an acceleration clause making the loan due,when permitted by law and at Seller's option,upon the sale or transfer of the Property or any interest in it;(v)note shall contain a late charge of 6%of the installment due (or )if the installment is not received within 10 days of the date due;(vi)title insurance coverage in the form of a joint protection policy shall be provided insuring Seller's deed of trust interest in the Property (any increased cost over owner's policy shall be paid by Buyer);and (vii)tax service shall be obtained and paid for by Buyer to notify Seller if property taxes have not been paid. (3) ADDED, DELETED OR SUBSTITUTED BUYERS:The addition, deletion or substitution of any person or entity under this Agreement or to title prior to Close Of Escrow shall require Seller's written consent. Seller may grant or withhold consent in Seller's sole discretion. Any additional or substituted person or entity shall, if requested by Seller, submit to Seller the same documentation as required for the original named Buyer. Seller and/or Brokers may obtain a credit report, at Buyer's expense, on any such person or entity. M. ASSUMED OR “SUBJECT TO” FINANCING:Seller represents that Seller is not delinquent on any payments due on any loans. Seller shall, within the time specified in paragraph 19, provide Copies of all applicable notes and deeds of trust, loan balances and current interest rates to Buyer. Buyer shall then, as specified in paragraph 19B(3), remove this contingency or cancel this Agreement. Differences between estimated and actual loan balances shall be adjusted at Close Of Escrow by cash down payment. Impound accounts, if any, shall be assigned and charged to Buyer and credited to Seller. Seller is advised that Buyer's assumption of an existing loan may not release Seller from liability on that loan. If this is an assumption of a VA Loan, the sale is contingent upon Seller being provided a release of liability and substitution of eligibility, unless otherwise agreed in writing. If the Property is acquired subject to an existing loan, Buyer and Seller are advised to consult with legal counsel regarding the ability of an existing lender to call the loan due, and the consequences thereof. Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) VLPA REVISED 12/15 (PAGE 2 OF 11) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 2 OF 11) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 2355 N. Ramona Ave., San Bernardino, CA 92411 January 25, 2018 (5,000.00) 29,705.00 X X X 2355 N Ramona DocuSign Envelope ID: CCB8E860-150D-47C9-91C4-5EB3E844E14F 16.d Packet Pg. 402 Attachment: H&ED.Ramona Ave.Exhibit B (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) Property Address: Date: 4. SALE OF BUYER'S PROPERTY: A.This Agreement and Buyer's ability to obtain financing are NOT contingent upon the sale of any property owned by Buyer. OR B. This Agreement and Buyer's ability to obtain financing are contingent upon the sale of property owned by Buyer as specified in the attached addendum (C.A.R. Form COP). 5. MANUFACTURED HOME PURCHASE:The purchase of the Property is contingent upon Buyer acquiring a personal property manufactured home to be placed on the Property after Close Of Escrow. Buyer has has not entered into a contract for the purchase of a personal property manufactured home. Within the time specified in paragraph 19, Buyer shall remove this contingency or cancel this Agreement, (or this contingency shall remain in effect until the Close Of Escrow of the Property). 6. CONSTRUCTION LOAN FINANCING:The purchase of the Property is contingent upon Buyer obtaining a construction loan. A draw from the construction loan will will not be used to finance the Property. Within the time specified in paragraph 19, Buyer shall remove this contingency or cancel this Agreement (or this contingency shall remain in effect until Close Of Escrow of the Property). 7. ADDENDA AND ADVISORIES: A. ADDENDA: Addendum # (C.A.R. Form ADM) Back Up Offer Addendum (C.A.R. Form BUO) Court Confirmation Addendum (C.A.R. Form CCA) Septic, Well and Property Monument Addendum (C.A.R. Form SWPI) Short Sale Addendum (C.A.R. Form SSA) Other B. BUYER AND SELLER ADVISORIES: Buyer's Inspection Advisory (C.A.R. Form BIA) Probate Advisory (C.A.R. Form PA) Statewide Buyer and Seller Advisory (C.A.R. Form SBSA) Trust Advisory (C.A.R. Form TA) REO Advisory (C.A.R. Form REO) Short Sale Information and Advisory (C.A.R. Form SSIA) Other 8. OTHER TERMS: 9. ALLOCATION OF COSTS A. INSPECTIONS, REPORTS AND CERTIFICATES:Unless otherwise agreed, in writing, this paragraph only determines who is to pay for the inspection, test, certificate or service (“Report”) mentioned; it does not determine who is to pay for any work recommended or identified in the Report. (1) Buyer Seller shall pay for a natural hazard zone disclosure report, including tax environmental Other: prepared by . (2) Buyer Seller shall pay for the following Report prepared by . (3) Buyer Seller shall pay for the following Report prepared by . B. ESCROW AND TITLE: (1)(a) Buyer Seller shall pay escrow fee . (b) Escrow Holder shall be . (c)The Parties shall, within 5 (or ) Days After receipt, sign and return Escrow Holder's general provisions. (2)(a) Buyer Seller shall pay for owner's title insurance policy specified in paragraph 18E . (b) Owner's title policy to be issued by . (Buyer shall pay for any title insurance policy insuring Buyer's lender, unless otherwise agreed in writing.) C. OTHER COSTS: (1) Buyer Seller shall pay County transfer tax or fee . (2) Buyer Seller shall pay City transfer tax or fee . (3) Buyer Seller shall pay Homeowners' Association (“HOA”) transfer fee . (4)Seller shall pay HOA fees for preparing all documents required to be delivered by Civil Code §4525. (5)Buyer to pay for any HOA certification fee. (6) Buyer Seller shall pay HOA fees for preparing all documents other than those required by Civil Code §4525. (7) Buyer Seller shall pay for any private transfer fee . (8) Buyer Seller shall pay for . (9) Buyer Seller shall pay for . 10. CLOSING AND POSSESSION:Possession shall be delivered to Buyer: (i)at 6 PM or ( AM/PM)on the date of Close Of Escrow; (ii) no later than calendar days after Close Of Escrow; or (iii) at AM/ PM on . The Property shall be unoccupied, unless otherwise agreed in writing. Seller shall provide keys and/or means to operate all Property locks. If Property is located in a common interest subdivision, Buyer may be required to pay a deposit to the Homeowners' Association (“HOA”) to obtain keys to accessible HOA facilities. 11. ITEMS INCLUDED IN AND EXCLUDED FROM SALE: A. NOTE TO BUYER AND SELLER:Items listed as included or excluded in the MLS, flyers or marketing materials are not included in the purchase price or excluded from the sale unless specified in 11B or C. Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) VLPA REVISED 12/15 (PAGE 3 OF 11) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 3 OF 11) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 2355 N. Ramona Ave., San Bernardino, CA 92411 January 25, 2018 X Buyer is a licensed Realtor X Sellers choice X X each pay their own Ticor Title X Ticor Title X X X X X 2355 N Ramona DocuSign Envelope ID: CCB8E860-150D-47C9-91C4-5EB3E844E14F 16.d Packet Pg. 403 Attachment: H&ED.Ramona Ave.Exhibit B (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) Property Address: Date: B. ITEMS INCLUDED IN SALE: (1)All EXISTING fixtures and fittings that are attached to the Property; (2)The following items: (3)Seller represents that all items included in the purchase price, unless otherwise specified, are owned by Seller. (4)All items included shall be transferred free of liens and without Seller warranty. C. ITEMS EXCLUDED FROM SALE: 12. STATUTORY AND OTHER DISCLOSURES AND CANCELLATION RIGHTS: A. NATURAL AND ENVIRONMENTAL HAZARD DISCLOSURES AND OTHER BOOKLETS:Within the time specified in paragraph 19A, Seller shall,if required by Law:(i)Deliver to Buyer earthquake guide(s)(and questionnaire),environmental hazards booklet;(ii) disclose if the Property is located in a Special Flood Hazard Area; Potential Flooding (Inundation) Area; Very High Fire Hazard Zone; State Fire Responsibility Area; Earthquake Fault Zone; and Seismic Hazard Zone; and (iii)disclose any other zone as required by Law and provide any other information required for those zones. B. WITHHOLDING TAXES:Within the time specified in paragraph 19A, to avoid required withholding, Seller shall Deliver to Buyer or qualified substitute, an affidavit sufficient to comply with federal (FIRPTA) and California withholding Law (C.A.R. Form AS or QS). C. MEGAN'S LAW DATABASE DISCLOSURE:Notice: Pursuant to Section 290.46 of the Penal Code, information about specified registered sex offenders is made available to the public via an Internet Web site maintained by the Department of Justice at www.meganslaw.ca.gov.Depending on an offender's criminal history, this information will include either the address at which the offender resides or the community of residence and ZIP Code in which he or she resides. (Neither Seller nor Brokers are required to check this website. If Buyer wants further information, Broker recommends that Buyer obtain information from this website during Buyer's inspection contingency period. Brokers do not have expertise in this area.) D. NOTICE REGARDING GAS AND HAZARDOUS LIQUID TRANSMISSION PIPELINES:This notice is being provided simply to inform you that information about the general location of gas and hazardous liquid transmission pipelines is available to the public via the National Pipeline Mapping System (NPMS) Internet Web site maintained by the United States Department of Transportation at http://www.npms.phmsa.dot.gov/.To seek further information about possible transmission pipelines near the Property, you may contact your local gas utility or other pipeline operators in the area. Contact information for pipeline operators is searchable by ZIP Code and county on the NPMS Internet Web site. E. CONDOMINIUM/PLANNED DEVELOPMENT DISCLOSURES: (1) SELLER HAS: 7 (or ) Days After Acceptance to disclose to Buyer whether the Property is a condominium, or is located in a planned development or other common interest subdivision (C.A.R. Form VLQ). (2)If the Property is a condominium or is located in a planned development or other common interest subdivision, Seller has 3 (or ) Days After Acceptance to request from the HOA (C.A.R. Form HOA1):(i)Copies of any documents required by Law;(ii) disclosure of any pending or anticipated claim or litigation by or against the HOA;(iii)a statement containing the location and number of designated parking and storage spaces;(iv)Copies of the most recent 12 months of HOA minutes for regular and special meetings; and (v)the names and contact information of all HOAs governing the Property (collectively, “CI Disclosures”). Seller shall itemize and Deliver to Buyer all CI Disclosures received from the HOA and any CI Disclosures in Seller's possession. Buyer's approval of CI Disclosures is a contingency of this Agreement as specified in paragraph 19B(3). The Party specified in paragraph 9, as directed by escrow, shall deposit funds into escrow or direct to HOA or management company to pay for any of the above. 13. SELLER DOCUMENTATION AND ADDITIONAL DISCLOSURE: A.Within the time specified in paragraph 19,if Seller has actual knowledge,Seller shall provide to Buyer,in writing,the following information: (1)LEGAL PROCEEDINGS:Any lawsuits by or against Seller,threatening or affecting the Property,including any lawsuits alleging a defect or deficiency in the Property or common areas,or any known notices of abatement or citations filed or issued against the Property. (2) AGRICULTURAL USE:Whether the Property is subject to restrictions for agricultural use pursuant to the Williamson Act (Government Code §§51200-51295). (3) DEED RESTRICTIONS:Any deed restrictions or obligations. (4) FARM USE:Whether the Property is in, or adjacent to, an area with Right to Farm rights (Civil Code §3482.5 and §3482.6). (5) ENDANGERED SPECIES:Presence of endangered, threatened, 'candidate' species, or wetlands on the Property. (6)ENVIRONMENTAL HAZARDS:Any substances,materials,or products that may be an environmental hazard including,but not limited to,asbestos,formaldehyde,radon gas,lead-based paint,fuel or chemical storage tanks,and contaminated soil or water on the Property. (7) COMMON WALLS:Any features of the Property shared in common with adjoining landowners, such as walls, fences, roads, and driveways, and agriculture and domestic wells whose use or responsibility for maintenance may have an effect on the Property. (8) LANDLOCKED:The absence of legal or physical access to the Property. (9) EASEMENTS/ENCROACHMENTS:Any encroachments, easements or similar matters that may affect the Property. (10) SOIL FILL:Any fill (compacted or otherwise), or abandoned mining operations on the Property. (11) SOIL PROBLEMS:Any slippage, sliding, flooding, drainage, grading, or other soil problems. (12) EARTHQUAKE DAMAGE:Major damage to the Property or any of the structures from fire, earthquake, floods, or landslides. (13) ZONING ISSUES:Any zoning violations, non-conforming uses, or violations of “setback” requirements. (14) NEIGHBORHOOD PROBLEMS:Any neighborhood noise problems, or other nuisances. B. RENTAL AND SERVICE AGREEMENTS:Within the time specified in paragraph 19, Seller shall make available to Buyer for inspection and review, all current leases, rental agreements, service contracts and other related agreements, licenses, and permits pertaining to the operation or use of the Property. C. TENANT ESTOPPEL CERTIFICATES:Within the time specified in paragraph 19, Seller shall deliver to Buyer tenant estoppel certificates (C.A.R. Form TEC) completed by Seller or Seller's agent, and signed by tenants, acknowledging:(i)that tenants' rental or lease agreements are unmodified and in full force and effect (or if modified, stating all such modifications);(ii)that no lessor defaults exist; and (iii)stating the amount of any prepaid rent or security deposit. Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) VLPA REVISED 12/15 (PAGE 4 OF 11) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 4 OF 11) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 2355 N. Ramona Ave., San Bernardino, CA 92411 January 25, 2018 X X 2355 N Ramona DocuSign Envelope ID: CCB8E860-150D-47C9-91C4-5EB3E844E14F 16.d Packet Pg. 404 Attachment: H&ED.Ramona Ave.Exhibit B (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) Property Address: Date: D.MELLO-ROOS TAX;1915 BOND ACT:Within the time specified in paragraph 19,Seller shall:(i)make a good faith effort to obtain a notice from any local agencies that levy a special tax or assessment on the Property (or,if allowed,substantially equivalent notice),pursuant to the Mello-Roos Community Facilities Act,and Improvement Bond Act of 1915,and (ii)promptly deliver to Buyer any such notice obtained. E. SELLER VACANT LAND QUESTIONNAIRE:Seller shall, within the time specified in paragraph 19, complete and provide Buyer with a Seller Vacant Land Questionnaire (C.A.R. Form VLQ). 14. SUBSEQUENT DISCLOSURES:In the event Seller, prior to Close Of Escrow, becomes aware of adverse conditions materially affecting the Property, or any material inaccuracy in disclosures, information or representations previously provided to Buyer of which Buyer is otherwise unaware, Seller shall promptly provide a subsequent or amended disclosure or notice, in writing, covering those items.However, a subsequent or amended disclosure shall not be required for conditions and material inaccuracies disclosed in reports ordered and paid for by Buyer. 15. CHANGES DURING ESCROW: A.Prior to Close Of Escrow, Seller may engage in the following acts, (“Proposed Changes”), subject to Buyer's rights in paragraph 15B:(i) rent or lease any part of the premises;(ii)alter, modify or extend any existing rental or lease agreement;(iii)enter into, alter, modify or extend any service contract(s); or (iv)change the status of the condition of the Property. B.At least 7 (or ) Days prior to any Proposed Changes, Seller shall give written notice to Buyer of such Proposed Changes. Within 5 (or ) Days After receipt of such notice, Buyer, in writing, may give Seller notice of Buyer's objection to the Proposed Changes, in which case Seller shall not make the Proposed Changes. 16. CONDITION OF PROPERTY:Unless otherwise agreed in writing:(i)the Property is sold (a) “AS-IS” in its PRESENT physical condition as of the date of Acceptance and (b) subject to Buyer's Investigation rights;(ii)the Property, including pool, spa, landscaping and grounds, is to be maintained in substantially the same condition as on the date of Acceptance; and (iii)all debris and personal property not included in the sale shall be removed by Close Of Escrow. A.Seller shall, within the time specified in paragraph 19A, DISCLOSE KNOWN MATERIAL FACTS AND DEFECTS affecting the Property, including known insurance claims within the past five years, and make any and all other disclosures required by law. B.Buyer has the right to conduct Buyer Investigations of the property and, as specified in paragraph 19B, based upon information discovered in those investigations: (i) cancel this Agreement; or (ii) request that Seller make Repairs or take other action. C. Buyer is strongly advised to conduct investigations of the entire Property in order to determine its present condition. Seller may not be aware of all defects affecting the Property or other factors that Buyer considers important. Property improvements may not be built according to code, in compliance with current Law, or have had permits issued. 17. BUYER'S INVESTIGATION OF PROPERTY AND MATTERS AFFECTING PROPERTY: A.Buyer's acceptance of the condition of, and any other matter affecting the Property, is a contingency of this Agreement as specified in this paragraph and paragraph 19B. Within the time specified in paragraph 19B(1), Buyer shall have the right, at Buyer's expense unless otherwise agreed, to conduct inspections, investigations, tests, surveys and other studies (“Buyer Investigations”), including, but not limited to, the right to:(i)inspect for lead-based paint and other lead-based paint hazards;(ii)inspect for wood destroying pests and organisms;(iii)review the registered sex offender database;(iv)confirm the insurability of Buyer and the Property; and (v)satisfy Buyer as to any matter specified in the attached Buyer's Inspection Advisory (C.A.R. Form BIA). Without Seller's prior written consent, Buyer shall neither make nor cause to be made:(i)invasive or destructive Buyer Investigations except for minimally invasive testing; or (ii)inspections by any governmental building or zoning inspector or government employee, unless required by Law. B.Seller shall make the Property available for all Buyer Investigations. Buyer shall (i)as specified in paragraph 19B, complete Buyer Investigations and, either remove the contingency or cancel this Agreement, and (ii)give Seller, at no cost, complete Copies of all Investigation reports obtained by Buyer, which obligation shall survive the termination of this Agreement. C. Buyer indemnity and Seller protection for entry upon property:Buyer shall:(i)keep the Property free and clear of liens;(ii)repair all damage arising from Buyer Investigations; and (iii)indemnify and hold Seller harmless from all resulting liability, claims, demands, damages and costs of Buyer's Investigations. Buyer shall carry, or Buyer shall require anyone acting on Buyer's behalf to carry, policies of liability, workers' compensation and other applicable insurance, defending and protecting Seller from liability for any injuries to persons or property occurring during any Buyer Investigations or work done on the Property at Buyer's direction prior to Close Of Escrow. Seller is advised that certain protections may be afforded Seller by recording a “Notice of Non-responsibility” (C.A.R. Form NNR) for Buyer Investigations and work done on the Property at Buyer's direction. Buyer's obligations under this paragraph shall survive the termination or cancellation of this Agreement and Close Of Escrow. D. BUYER IS STRONGLY ADVISED TO INVESTIGATE THE CONDITION AND SUITABILITY OF ALL ASPECTS OF THE PROPERTY AND ALL MATTERS AFFECTING THE VALUE OR DESIRABILITY OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE ITEMS SPECIFIED BELOW. IF BUYER DOES NOT EXERCISE THESE RIGHTS, BUYER IS ACTING AGAINST THE ADVICE OF BROKERS. BUYER UNDERSTANDS THAT ALTHOUGH CONDITIONS ARE OFTEN DIFFICULT TO LOCATE AND DISCOVER, ALL REAL PROPERTY CONTAINS CONDITIONS THAT ARE NOT READILY APPARENT AND THAT MAY AFFECT THE VALUE OR DESIRABILITY OF THE PROPERTY. BUYER AND SELLER ARE AWARE THAT BROKERS DO NOT GUARANTEE, AND IN NO WAY ASSUME RESPONSIBILITY FOR, THE CONDITION OF THE PROPERTY. BROKERS HAVE NOT AND WILL NOT VERIFY ANY OF THE ITEMS IN THIS PARAGRAPH 17, UNLESS OTHERWISE AGREED IN WRITING. E. SIZE, LINES, ACCESS AND BOUNDARIES:Lot size, property lines, legal or physical access and boundaries including features of the Property shared in common with adjoining landowners, such as walls, fences, roads and driveways, whose use or responsibility for maintenance may have an effect on the Property and any encroachments, easements or similar matters that may affect the Property. (Fences, hedges, walls and other natural or constructed barriers or markers do not necessarily identify true Property boundaries. Property lines may be verified by survey.) (Unless otherwise specified in writing, any numerical statements by Brokers regarding lot size are APPROXIMATIONS ONLY, which have not been and will not be verified, and should not be relied upon by Buyer.) F. ZONING AND LAND USE:Past, present, or proposed laws, ordinances, referendums, initiatives, votes, applications and permits affecting the current use of the Property, future development, zoning, building, size, governmental permits and inspections. Any zoning violations, non-conforming uses, or violations of “setback” requirements. (Buyer should also investigate whether these matters affect Buyer's intended use of the Property.) G. UTILITIES AND SERVICES:Availability, costs, restrictions and location of utilities and services, including but not limited to, sewerage, sanitation, septic and leach lines, water, electricity, gas, telephone, cable TV and drainage. Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) VLPA REVISED 12/15 (PAGE 5 OF 11) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 5 OF 11) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 2355 N. Ramona Ave., San Bernardino, CA 92411 January 25, 2018 X X 2355 N Ramona DocuSign Envelope ID: CCB8E860-150D-47C9-91C4-5EB3E844E14F 16.d Packet Pg. 405 Attachment: H&ED.Ramona Ave.Exhibit B (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) Property Address: Date: H. ENVIRONMENTAL HAZARDS:Potential environmental hazards, including, but not limited to, asbestos, lead-based paint and other lead contamination, radon, methane, other gases, fuel, oil or chemical storage tanks, contaminated soil or water, hazardous waste, waste disposal sites, electromagnetic fields, nuclear sources, and other substances, including mold (airborne, toxic or otherwise), fungus or similar contaminant, materials, products or conditions. I. GEOLOGIC CONDITIONS:Geologic/seismic conditions, soil and terrain stability, suitability and drainage including any slippage, sliding, flooding, drainage, grading, fill (compacted or otherwise), or other soil problems. J. NATURAL HAZARD ZONE:Special Flood Hazard Areas, Potential Flooding (Inundation) Areas, Very High Fire Hazard Zones, State Fire Responsibility Areas, Earthquake Fault Zones, Seismic Hazard Zones, or any other zone for which disclosure is required by Law. K. PROPERTY DAMAGE:Major damage to the Property or any of the structures or non-structural systems and components and any personal property included in the sale from fire, earthquake, floods, landslides or other causes. L. NEIGHBORHOOD, AREA AND PROPERTY CONDITIONS:Neighborhood or area conditions, including Agricultural Use Restrictions pursuant to the Williamson Act (Government Code §§51200-51295), Right To Farm Laws (Civil Code §3482.5 and §3482.6),schools, proximity and adequacy of law enforcement, crime statistics, the proximity of registered felons or offenders, fire protection, other government services, availability, adequacy and cost of any speed-wired, wireless internet connections or other telecommunications or other technology services and installations, proximity to commercial, industrial or agricultural activities, existing and proposed transportation, construction and development that may affect noise, view, or traffic, airport noise, noise or odor from any source, abandoned mining operations on the Property, wild and domestic animals, other nuisances, hazards, or circumstances, protected species, wetland properties, botanical diseases, historic or other governmentally protected sites or improvements, cemeteries, facilities and condition of common areas of common interest subdivisions, and possible lack of compliance with any governing documents or Homeowners' Association requirements, conditions and influences of significance to certain cultures and/or religions, and personal needs, requirements and preferences of Buyer. M. COMMON INTEREST SUBDIVISIONS: OWNER ASSOCIATIONS:Facilities and condition of common areas (facilities such as pools, tennis courts, walkways, or other areas co-owned in undivided interest with others), Owners' Association that has any authority over the subject property, CC&Rs, or other deed restrictions or obligations, and possible lack of compliance with any Owners' Association requirements. N. SPECIAL TAX:Any local agencies that levy a special tax on the Property pursuant to the Mello-Roos Community Facilities Act or Improvement Bond Act of 1915. O. RENTAL PROPERTY RESTRICTIONS:Some cities and counties impose restrictions that limit the amount of rent that can be charged, the maximum number of occupants and the right of a landlord to terminate a tenancy. P. MANUFACTURED HOME PLACEMENT:Conditions that may affect the ability to place and use a manufactured home on the Property. 18. TITLE AND VESTING: A.Within the time specified in paragraph 19,Buyer shall be provided a current preliminary title report (“Preliminary Report”).The Preliminary Report is only an offer by the title insurer to issue a policy of title insurance and may not contain every item affecting title.Buyer's review of the Preliminary Report and any other matters which may affect title are a contingency of this Agreement as specified in paragraph 19B.The company providing the Preliminary Report shall,prior to issuing a Preliminary Report,conduct a search of the General Index for all Sellers except banks or other institutional lenders selling properties they acquired through foreclosure (REOs),corporations,and government entities.Seller shall within 7 Days After Acceptance,give Escrow Holder a completed Statement of Information. B.Title is taken in its present condition subject to all encumbrances, easements, covenants, conditions, restrictions, rights and other matters, whether of record or not, as of the date of Acceptance except for:(i)monetary liens of record (which Seller is obligated to pay off) unless Buyer is assuming those obligations or taking the Property subject to those obligations; and (ii)those matters which Seller has agreed to remove in writing. C.Within the time specified in paragraph 19A, Seller has a duty to disclose to Buyer all matters known to Seller affecting title, whether of record or not. D.At Close Of Escrow, Buyer shall receive a grant deed conveying title (or, for stock cooperative or long-term lease, an assignment of stock certificate or of Seller's leasehold interest), including oil, mineral and water rights if currently owned by Seller. Title shall vest as designated in Buyer's supplemental escrow instructions. THE MANNER OF TAKING TITLE MAY HAVE SIGNIFICANT LEGAL AND TAX CONSEQUENCES. CONSULT AN APPROPRIATE PROFESSIONAL. E.Buyer shall receive a “CLTA/ALTA Homeowner's Policy of Title Insurance”, if applicable to the type of property and buyer. A title company, at Buyer's request, can provide information about the availability, desirability, coverage, and cost of various title insurance coverages and endorsements. If Buyer desires title coverage other than that required by this paragraph, Buyer shall instruct Escrow Holder in writing and shall pay any increase in cost. 19. TIME PERIODS; REMOVAL OF CONTINGENCIES; CANCELLATION RIGHTS: The following time periods may only be extended, altered, modified or changed by mutual written agreement. Any removal of contingencies or cancellation under this paragraph by either Buyer or Seller must be exercised in good faith and in writing (C.A.R. Form CR or CC). A. SELLER HAS: 7 (or ) Days After Acceptance to Deliver to Buyer all Reports, disclosures and information for which Seller is responsible under paragraphs 3M, 7A, 8, 9, 12A, B, and E, 13, 16A and 18A. Buyer after first Delivering to Seller a Notice to Seller to Perform (C.A.R. Form NSP) may cancel this Agreement if Seller has not Delivered the items within the time specified. B. (1) BUYER HAS: 17 (or ) Days After Acceptance, unless otherwise agreed in writing, to: (i)complete all Buyer Investigations; review all disclosures, reports, and other applicable information, which Buyer receives from Seller; and approve all matters affecting the Property; and (ii)Deliver to Seller Signed Copies of Statutory Disclosures and other disclosures Delivered by Seller in accordance with paragraph 12A. (2)Within the time specified in paragraph 19B(1), Buyer may request that Seller make repairs or take any other action regarding the Property (C.A.R. Form RR). Seller has no obligation to agree to or respond to (C.A.R. Form RRRR) Buyer's requests. (3)By the end of the time specified in paragraph 19B(1) (or as otherwise specified in this Agreement), Buyer shall Deliver to Seller a removal of the applicable contingency or cancellation (C.A.R. Form CR or CC) of this Agreement. However, if any report, disclosure or information for which Seller is responsible is not Delivered within the time specified in paragraph 19A, then Buyer has 5 (or ) Days After Delivery of any such items, or the time specified in paragraph 19B(1), whichever is later, to Deliver to Seller a removal of the applicable contingency or cancellation of this Agreement. Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) VLPA REVISED 12/15 (PAGE 6 OF 11) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 6 OF 11) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 2355 N. Ramona Ave., San Bernardino, CA 92411 January 25, 2018 X X 2355 N Ramona DocuSign Envelope ID: CCB8E860-150D-47C9-91C4-5EB3E844E14F 16.d Packet Pg. 406 Attachment: H&ED.Ramona Ave.Exhibit B (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) Property Address: Date: (4) Continuation of Contingency:Even after the end of the time specified in paragraph 19B(1) and before Seller cancels, if at all, pursuant to paragraph 19C, Buyer retains the right, in writing, to either (i) remove remaining contingencies, or (ii) cancel this Agreement based on a remaining contingency. Once Buyer's written removal of all contingencies is Delivered to Seller, Seller may not cancel this Agreement pursuant to paragraph 19C(1). C. SELLER RIGHT TO CANCEL: (1) Seller right to Cancel; Buyer Contingencies:If, by the time specified in this Agreement, Buyer does not Deliver to Seller a removal of the applicable contingency or cancellation of this Agreement, then Seller, after first Delivering to Buyer a Notice to Buyer to Perform (C.A.R. Form NBP), may cancel this Agreement. In such event, Seller shall authorize the return of Buyer's deposit, except for fees incurred by Buyer. (2) Seller right to Cancel; Buyer Contract Obligations:Seller, after first delivering to Buyer a NBP, may cancel this Agreement if, by the time specified in this Agreement, Buyer does not take the following action(s):(i)Deposit funds as required by paragraph 3A or 3B or if the funds deposited pursuant to paragraph 3A or 3B are not good when deposited;(ii)Deliver a notice of FHA or VA costs or terms as required by paragraph 3D(3) (C.A.R. Form FVA);(iii)Deliver a letter as required by paragraph 3J(1);(iv)Deliver verification as required by paragraph 3C or 3H or if Seller reasonably disapproves of the verification provided by paragraph 3C or 3H;(v)Return Statutory Disclosures as required by paragraph 12A; or (vi)Sign or initial a separate liquidated damages form for an increased deposit as required by paragraphs 3B and 27B; or (vii)Provide evidence of authority to sign in a representative capacity as specified in paragraph 19. In such event, Seller shall authorize the return of Buyer's deposit, except for fees incurred by Buyer. D. NOTICE TO BUYER OR SELLER TO PERFORM:The NBP or NSP shall:(i)be in writing;(ii)be signed by the applicable Buyer or Seller; and (iii)give the other Party at least 2(or ) Days After Delivery (or until the time specified in the applicable paragraph, whichever occurs last) to take the applicable action. A NBP or NSP may not be Delivered any earlier than 2 Days Prior to the expiration of the applicable time for the other Party to remove a contingency or cancel this Agreement or meet an obligation specified in paragraph 19. E. EFFECT OF BUYER'S REMOVAL OF CONTINGENCIES:If Buyer removes, in writing, any contingency or cancellation rights, unless otherwise specified in writing, Buyer shall conclusively be deemed to have:(i)completed all Buyer Investigations, and review of reports and other applicable information and disclosures pertaining to that contingency or cancellation right;(ii)elected to proceed with the transaction; and (iii)assumed all liability, responsibility and expense for Repairs or corrections pertaining to that contingency or cancellation right, or for the inability to obtain financing. F. CLOSE OF ESCROW:Before Buyer or Seller may cancel this Agreement for failure of the other Party to close escrow pursuant to this Agreement, Buyer or Seller must first Deliver to the other Party a demand to close escrow (C.A.R. Form DCE). The DCE shall:(i)be signed by the applicable Buyer or Seller; and (ii)give the other Party at least 3 (or ) Days After Delivery to close escrow. A DCE may not be Delivered any earlier than 3 Days Prior to the scheduled close of escrow. G. EFFECT OF CANCELLATION ON DEPOSITS:If Buyer or Seller gives written notice of cancellation pursuant to rights duly exercised under the terms of this Agreement, the Parties agree to Sign mutual instructions to cancel the sale and escrow and release deposits, if any, to the party entitled to the funds, less fees and costs incurred by that party. Fees and costs may be payable to service providers and vendors for services and products provided during escrow. Except as specified below,release of funds will require mutual Signed release instructions from the Parties, judicial decision or arbitration award.If either Party fails to execute mutual instructions to cancel escrow, one Party may make a written demand to Escrow Holder for the deposit (C.A.R. Form BDRD or SDRD). Escrow Holder, upon receipt, shall promptly deliver notice of the demand to the other Party. If, within 10 Days After Escrow Holder's notice, the other Party does not object to the demand, Escrow Holder shall disburse the deposit to the Party making the demand. If Escrow Holder complies with the preceding process, each Party shall be deemed to have released Escrow Holder from any and all claims or liability related to the disbursal of the deposit. Escrow Holder, at its discretion, may nonetheless require mutual cancellation instructions.A Party may be subject to a civil penalty of up to $1,000 for refusal to sign cancellation instructions if no good faith dispute exists as to who is entitled to the deposited funds (Civil Code §1057.3). 20. REPAIRS:Repairs shall be completed prior to final verification of condition unless otherwise agreed in writing. Repairs to be performed at Seller's expense may be performed by Seller or through others, provided that the work complies with applicable Law, including governmental permit, inspection and approval requirements. Repairs shall be performed in a good, skillful manner with materials of quality and appearance comparable to existing materials. It is understood that exact restoration of appearance or cosmetic items following all Repairs may not be possible. Seller shall:(i)obtain invoices and paid receipts for Repairs performed by others;(ii)prepare a written statement indicating the Repairs performed by Seller and the date of such Repairs; and (iii)provide Copies of invoices and paid receipts and statements to Buyer prior to final verification of condition. 21. FINAL VERIFICATION OF CONDITION:Buyer shall have the right to make a final verification of the Property within 5 (or ) Days Prior to Close Of Escrow, NOT AS A CONTINGENCY OF THE SALE, but solely to confirm:(i)the Property is maintained pursuant to paragraph 16;(ii)Repairs have been completed as agreed; and (iii)Seller has complied with Seller's other obligations under this Agreement (C.A.R. Form VP). 22. ENVIRONMENTAL HAZARD CONSULTATION:Buyer and Seller acknowledge:(i)Federal, state, and local legislation impose liability upon existing and former owners and users of real property, in applicable situations, for certain legislatively defined, environmentally hazardous substances;(ii)Broker(s) has/have made no representation concerning the applicability of any such Law to this transaction or to Buyer or to Seller, except as otherwise indicated in this Agreement;(iii)Broker(s) has/have made no representation concerning the existence, testing, discovery, location and evaluation of/for, and risks posed by, environmentally hazardous substances, if any, located on or potentially affecting the Property; and (iv)Buyer and Seller are each advised to consult with technical and legal experts concerning the existence, testing, discovery, location and evaluation of/for, and risks posed by, environmentally hazardous substances, if any, located on or potentially affecting the Property. 23. PRORATIONS OF PROPERTY TAXES AND OTHER ITEMS:Unless otherwise agreed in writing, the following items shall be PAID CURRENT and prorated between Buyer and Seller as of Close Of Escrow: real property taxes and assessments, interest, rents, HOA regular, special, and emergency dues and assessments imposed prior to Close Of Escrow, premiums on insurance assumed by Buyer, payments on bonds and assessments assumed by Buyer, and payments on Mello-Roos and other Special Assessment Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) VLPA REVISED 12/15 (PAGE 7 OF 11) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 7 OF 11) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 2355 N. Ramona Ave., San Bernardino, CA 92411 January 25, 2018 X X 2355 N Ramona DocuSign Envelope ID: CCB8E860-150D-47C9-91C4-5EB3E844E14F 16.d Packet Pg. 407 Attachment: H&ED.Ramona Ave.Exhibit B (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) Property Address: Date: District bonds and assessments that are now a lien. The following items shall be assumed by Buyer WITHOUT CREDIT toward the purchase price: prorated payments on Mello-Roos and other Special Assessment District bonds and assessments and HOA special assessments that are now a lien but not yet due. Property will be reassessed upon change of ownership. Any supplemental tax bills shall be paid as follows:(i)for periods after Close Of Escrow, by Buyer; and (ii)for periods prior to Close Of Escrow, by Seller (see C.A.R. Form SPT or SBSA for further information). TAX BILLS ISSUED AFTER CLOSE OF ESCROW SHALL BE HANDLED DIRECTLY BETWEEN BUYER AND SELLER. Prorations shall be made based on a 30-day month. 24. BROKERS: A. COMPENSATION:Seller or Buyer, or both, as applicable, agrees to pay compensation to Broker as specified in a separate written agreement between Broker and that Seller or Buyer. Compensation is payable upon Close Of Escrow, or if escrow does not close, as otherwise specified in the agreement between Broker and that Seller or Buyer. B. SCOPE OF DUTY:Buyer and Seller acknowledge and agree that Broker:(i)Does not decide what price Buyer should pay or Seller should accept;(ii)Does not guarantee the condition of the Property;(iii)Does not guarantee the performance, adequacy or completeness of inspections, services, products or repairs provided or made by Seller or others;(iv)Does not have an obligation to conduct an inspection of common areas or areas off the site of the Property;(v)Shall not be responsible for identifying defects on the Property, in common areas, or offsite unless such defects are visually observable by an inspection of reasonably accessible areas of the Property or are known to Broker;(vi)Shall not be responsible for inspecting public records or permits concerning the title or use of Property;(vii)Shall not be responsible for identifying the location of boundary lines or other items affecting title;(viii)Shall not be responsible for verifying square footage, representations of others or information contained in Investigation reports, Multiple Listing Service, advertisements, flyers or other promotional material;(ix)Shall not be responsible for determining the fair market value of the Property or any personal property included in the sale;(x)Shall not be responsible for providing legal or tax advice regarding any aspect of a transaction entered into by Buyer or Seller; and (xi)Shall not be responsible for providing other advice or information that exceeds the knowledge, education and experience required to perform real estate licensed activity. Buyer and Seller agree to seek legal, tax, insurance, title and other desired assistance from appropriate professionals. 25. REPRESENTATIVE CAPACITY:If one or more Parties is signing the Agreement in a representative capacity and not for him/herself as an individual then that Party shall so indicate in paragraph 37 or 38 and attach a Representative Capacity Signature Addendum (C.A.R. Form RCSD). Wherever the signature or initials of the representative identified in the RCSD appear on the Agreement or any related documents, it shall be deemed to be in a representative capacity for the entity described and not in an individual capacity, unless otherwise indicated. The Party acting in a representative capacity (i) represents that the entity for which that party is acting already exists and (ii) shall Deliver to the other Party and Escrow Holder, within 3 Days After Acceptance, evidence of authority to act in that capacity (such as but not limited to: applicable portion of the trust or Certification Of Trust (Probate Code §18100.5), letters testamentary, court order, power of attorney, corporate resolution, or formation documents of the business entity). 26. JOINT ESCROW INSTRUCTIONS TO ESCROW HOLDER: A. The following paragraphs, or applicable portions thereof, of this Agreement constitute the joint escrow instructions of Buyer and Seller to Escrow Holder,which Escrow Holder is to use along with any related counter offers and addenda, and any additional mutual instructions to close the escrow: paragraphs 1, 3, 4B, 5, 6, 7A, 8, 9, 12B, 18, 19G, 23, 24A, 25, 26, 32, 35, 36, 37, 38 and paragraph D of the section titled Real Estate Brokers on page 11. If a Copy of the separate compensation agreement(s) provided for in paragraph 24A, or paragraph D of the section titled Real Estate Brokers on page 10 is deposited with Escrow Holder by Broker, Escrow Holder shall accept such agreement(s) and pay out from Buyer's or Seller's funds, or both, as applicable, the Broker's compensation provided for in such agreement(s). The terms and conditions of this Agreement not set forth in the specified paragraphs are additional matters for the information of Escrow Holder, but about which Escrow Holder need not be concerned. Buyer and Seller will receive Escrow Holder's general provisions, if any, directly from Escrow Holder and will execute such provisions within the time specified in paragraph 9B(1)(c). To the extent the general provisions are inconsistent or conflict with this Agreement, the general provisions will control as to the duties and obligations of Escrow Holder only. Buyer and Seller will execute additional instructions, documents and forms provided by Escrow Holder that are reasonably necessary to close the escrow and, as directed by Escrow Holder, within 3 (or ) Days, shall pay to Escrow Holder or HOA or HOA management company or others any fee required by paragraphs 9, 12 or elsewhere in this Agreement. B.A Copy of this Agreement including any counter offer(s) and addenda shall be delivered to Escrow Holder within 3 Days After Acceptance(or ). Buyer and Seller authorize Escrow Holder to accept and rely on Copies and Signatures as defined in this Agreement as originals, to open escrow and for other purposes of escrow. The validity of this Agreement as between Buyer and Seller is not affected by whether or when Escrow Holder Signs this Agreement. Escrow Holder shall provide Seller's Statement of Information to Title company when received from Seller. If Seller delivers an affidavit to Escrow Holder to satisfy Seller's FIRPTA obligation under paragraph 12B, Escrow Holder shall deliver to Buyer a Qualified Substitute statement that complies with federal Law. C.Brokers are a party to the escrow for the sole purpose of compensation pursuant to paragraph 24A and paragraph D of the section titled Real Estate Brokers on page 11. Buyer and Seller irrevocably assign to Brokers compensation specified in paragraph 24A, and irrevocably instruct Escrow Holder to disburse those funds to Brokers at Close Of Escrow or pursuant to any other mutually executed cancellation agreement. Compensation instructions can be amended or revoked only with the written consent of Brokers. Buyer and Seller shall release and hold harmless Escrow Holder from any liability resulting from Escrow Holder's payment to Broker(s) of compensation pursuant to this Agreement. D.Upon receipt, Escrow Holder shall provide Seller and Seller's Broker verification of Buyer's deposit of funds pursuant to paragraph 3A and 3B. Once Escrow Holder becomes aware of any of the following, Escrow Holder shall immediately notify all Brokers:(i)if Buyer's initial or any additional deposit is not made pursuant to this Agreement, or is not good at time of deposit with Escrow Holder; or (ii)if Buyer and Seller instruct Escrow Holder to cancel escrow. E.A Copy of any amendment that affects any paragraph of this Agreement for which Escrow Holder is responsible shall be delivered to Escrow Holder within 3 Days after mutual execution of the amendment. Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) VLPA REVISED 12/15 (PAGE 8 OF 11) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 8 OF 11) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 2355 N. Ramona Ave., San Bernardino, CA 92411 January 25, 2018 X X 2355 N Ramona DocuSign Envelope ID: CCB8E860-150D-47C9-91C4-5EB3E844E14F 16.d Packet Pg. 408 Attachment: H&ED.Ramona Ave.Exhibit B (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) Property Address: Date: 27. REMEDIES FOR BUYER'S BREACH OF CONTRACT: A. Any clause added by the Parties specifying a remedy (such as release or forfeiture of deposit or making a deposit non- refundable) for failure of Buyer to complete the purchase in violation of this Agreement shall be deemed invalid unless the clause independently satisfies the statutory liquidated damages requirements set forth in the Civil Code. B.LIQUIDATED DAMAGES:If Buyer fails to complete this purchase because of Buyer's default,Seller shall retain,as liquidated damages,the deposit actually paid.Buyer and Seller agree that this amount is a reasonable sum given that it is impractical or extremely difficult to establish the amount of damages that would actually be suffered by Seller in the event Buyer were to breach this Agreement.Release of funds will require mutual,Signed release instructions from both Buyer and Seller,judicial decision or arbitration award.AT TIME OF ANY INCREASED DEPOSIT BUYER AND SELLER SHALL SIGN A SEPARATE LIQUIDATED DAMAGES PROVISION INCORPORATING THE INCREASED DEPOSIT AS LIQUIDATED DAMAGES (C.A.R.FORM RID). Buyer's Initials / Seller's Initials / 28. DISPUTE RESOLUTION: A. MEDIATION:The Parties agree to mediate any dispute or claim arising between them out of this Agreement, or any resulting transaction, before resorting to arbitration or court action through the C.A.R. Consumer Mediation Center (www. consumermediation.org)or through any other mediation provider or service mutually agreed to by the Parties. The Parties also agree to mediate any disputes or claims with Broker(s), who, in writing, agree to such mediation prior to, or within a reasonable time after, the dispute or claim is presented to the Broker.Mediation fees, if any, shall be divided equally among the Parties involved. If, for any dispute or claim to which this paragraph applies, any Party (i) commences an action without first attempting to resolve the matter through mediation, or (ii) before commencement of an action, refuses to mediate after a request has been made, then that Party shall not be entitled to recover attorney fees, even if they would otherwise be available to that Party in any such action. THIS MEDIATION PROVISION APPLIES WHETHER OR NOT THE ARBITRATION PROVISION IS INITIALED.Exclusions from this mediation agreement are specified in paragraph 28C. B. ARBITRATION OF DISPUTES: The Parties agree that any dispute or claim in Law or equity arising between them out of this Agreement or any resulting transaction, which is not settled through mediation, shall be decided by neutral, binding arbitration. The Parties also agree to arbitrate any disputes or claims with Broker(s), who, in writing, agree to such arbitration prior to, or within a reasonable time after, the dispute or claim is presented to the Broker. The arbitrator shall be a retired judge or justice, or an attorney with at least 5 years of transactional real estate Law experience, unless the parties mutually agree to a different arbitrator. The Parties shall have the right to discovery in accordance with Code of Civil Procedure §1283.05. In all other respects, the arbitration shall be conducted in accordance with Title 9 of Part 3 of the Code of Civil Procedure. Judgment upon the award of the arbitrator(s) may be entered into any court having jurisdiction. Enforcement of this agreement to arbitrate shall be governed by the Federal Arbitration Act. Exclusions from this arbitration agreement are specified in paragraph 28C. “NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.” “WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES'PROVISION TO NEUTRAL ARBITRATION.” Buyer's Initials / Seller's Initials / C. ADDITIONAL MEDIATION AND ARBITRATION TERMS: (1) EXCLUSIONS: The following matters are excluded from mediation and arbitration: (i) a judicial or non-judicial foreclosure or other action or proceeding to enforce a deed of trust, mortgage or installment land sale contract as defined in Civil Code §2985; (ii) an unlawful detainer action; and (iii) any matter that is within the jurisdiction of a probate, small claims or bankruptcy court. (2) PRESERVATION OF ACTIONS: The following shall not constitute a waiver nor violation of the mediation and arbitration provisions: (i) the filing of a court action to preserve a statute of limitations; (ii) the filing of a court action to enable the recording of a notice of pending action, for order of attachment, receivership, injunction, or other provisional remedies; or (iii) the filing of a mechanic's lien. (3) BROKERS: Brokers shall not be obligated nor compelled to mediate or arbitrate unless they agree to do so in writing. Any Broker(s) participating in mediation or arbitration shall not be deemed a party to the Agreement. 29. SELECTION OF SERVICE PROVIDERS:Brokers do not guarantee the performance of any vendors, service or product providers (“Providers”), whether referred by Broker or selected by Buyer, Seller or other person. Buyer and Seller may select ANY Providers of their own choosing. 30. MULTIPLE LISTING SERVICE (“MLS”):Brokers are authorized to report to the MLS a pending sale and, upon Close Of Escrow, the sales price and other terms of this transaction shall be provided to the MLS to be published and disseminated to persons and entities authorized to use the information on terms approved by the MLS. Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) VLPA REVISED 12/15 (PAGE 9 OF 11) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 9 OF 11) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 2355 N. Ramona Ave., San Bernardino, CA 92411 January 25, 2018 X X 2355 N Ramona DocuSign Envelope ID: CCB8E860-150D-47C9-91C4-5EB3E844E14F 16.d Packet Pg. 409 Attachment: H&ED.Ramona Ave.Exhibit B (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) Property Address: Date: 31. ATTORNEY FEES:In any action, proceeding, or arbitration between Buyer and Seller arising out of this Agreement, the prevailing Buyer or Seller shall be entitled to reasonable attorneys fees and costs from the non-prevailing Buyer or Seller, except as provided in paragraph 28A. 32.ASSIGNMENT:Buyer shall not assign all or any part of Buyer's interest in this Agreement without first having obtained the written consent of Seller.Such consent shall not be unreasonably withheld unless otherwise agreed in writing. Any total or partial assignment shall not relieve Buyer of Buyer's obligations pursuant to this Agreement unless otherwise agreed in writing by Seller (C.A.R.Form AOAA). 33. EQUAL HOUSING OPPORTUNITY:The Property is sold in compliance with federal, state and local anti-discrimination Laws. 34. TERMS AND CONDITIONS OF OFFER:This is an offer to purchase the Property on the above terms and conditions. The liquidated damages paragraph or the arbitration of disputes paragraph is incorporated in this Agreement if initialed by all Parties or if incorporated by mutual agreement in a counteroffer or addendum. If at least one but not all Parties initial, a counter offer is required until agreement is reached. Seller has the right to continue to offer the Property for sale and to accept any other offer at any time prior to notification of Acceptance. Buyer has read and acknowledges receipt of a Copy of the offer and agrees to the confirmation of agency relationships. If this offer is accepted and Buyer subsequently defaults, Buyer may be responsible for payment of Brokers' compensation. This Agreement and any supplement, addendum or modification, including any Copy, may be Signed in two or more counterparts, all of which shall constitute one and the same writing. 35. TIME OF ESSENCE; ENTIRE CONTRACT; CHANGES:Time is of the essence. All understandings between the Parties are incorporated in this Agreement. Its terms are intended by the Parties as a final, complete and exclusive expression of their Agreement with respect to its subject matter, and may not be contradicted by evidence of any prior agreement or contemporaneous oral agreement. If any provision of this Agreement is held to be ineffective or invalid, the remaining provisions will nevertheless be given full force and effect. Except as otherwise specified, this Agreement shall be interpreted and disputes shall be resolved in accordance wth the Laws of the State of California.Neither this Agreement nor any provision in it may be extended, amended, modified, altered or changed, except in writing Signed by Buyer and Seller. 36. DEFINITIONS:As used in this Agreement: A. “Acceptance”means the time the offer or final counter offer is accepted in writing by a Party and is delivered to and personally received by the other Party or that Party's authorized agent in accordance with the terms of this offer or a final counter offer. B. “Agreement”means this document and any counter offers and any incorporated addenda, collectively forming the binding agreement between the Parties. Addenda are incorporated only when Signed by all Parties. C.“C.A.R.Form”means the most current version of the specific form referenced or another comparable form agreed to by the parties. D. “Close Of Escrow”means the date the grant deed, or other evidence of transfer of title, is recorded. E. “Copy”means copy by any means including photocopy, NCR, facsimile and electronic. F. “Days”means calendar days. However, after Acceptance, the last Day for performance of any act required by this Agreement (including Close Of Escrow) shall not include any Saturday, Sunday, or legal holiday and shall instead be the next Day. G. “Days After”means the specified number of calendar days after the occurrence of the event specified, not counting the calendar date on which the specified event occurs, and ending at 11:59 PM on the final day. H. “Days Prior”means the specified number of calendar days before the occurrence of the event specified, not counting the calendar date on which the specified event is scheduled to occur. I. “Deliver”, “Delivered” or “Delivery”,unless otherwise specified in writing, means and shall be effective upon: personal receipt by Buyer or Seller or the individual Real Estate Licensee for that principal as specified in the section titled Real Estate Brokers on page11, regardless of the method used (i.e., messenger, mail, email, fax, other). J. “Electronic Copy” or “Electronic Signature”means, as applicable, an electronic copy or signature complying with California Law. Buyer and Seller agree that electronic means will not be used by either Party to modify or alter the content or integrity of this Agreement without the knowledge and consent of the other Party. K. “Law”means any law, code, statute, ordinance, regulation, rule or order, which is adopted by a controlling city, county, state or federal legislative, judicial or executive body or agency. L. “Repairs”means any repairs (including pest control), alterations, replacements, modifications or retrofitting of the Property provided for under this Agreement. M. “Signed”means either a handwritten or electronic signature on an original document, Copy or any counterpart. 37. EXPIRATION OF OFFER:This offer shall be deemed revoked and the deposit, if any, shall be returned to Buyer unless the offer is Signed by Seller and a Copy of the Signed offer is personally received by Buyer,or by , who is authorized to receive it, by 5:00 PM on the third Day after this offer is signed by Buyer (or by AM/ PM, on (date)). One or more Buyers is signing the Agreement in a representative capacity and not for him/herself as an individual. See attached Representative Capacity Signature Disclosure (C.A.R. Form RCSD-B) for additional terms. Date BUYER (Print name) Date BUYER (Print name) Additional Signature Addendum attached (C.A.R. Form ASA). Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) VLPA REVISED 12/15 (PAGE 10 OF 11) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 10 OF 11) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 2355 N. Ramona Ave., San Bernardino, CA 92411 January 25, 2018 01/25/2018 X Felix Family Trust 2008 X X 2355 N Ramona DocuSign Envelope ID: CCB8E860-150D-47C9-91C4-5EB3E844E14F 1/25/2018 16.d Packet Pg. 410 Attachment: H&ED.Ramona Ave.Exhibit B (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) Property Address: Date: 38. ACCEPTANCE OF OFFER:Seller warrants that Seller is the owner of the Property, or has the authority to execute this Agreement. Seller accepts the above offer and agrees to sell the Property on the above terms and conditions, and agrees to the above confirmation of agency relationships. Seller has read and acknowledges receipt of a Copy of this Agreement, and authorizes Broker to Deliver a Signed Copy to Buyer. (If checked)SELLER'S ACCEPTANCE IS SUBJECT TO ATTACHED COUNTER OFFER (C.A.R.Form SCO or SMCO)DATED: . One or more Sellers is signing the Agreement in a representative capacity and not for him/herself as an individual. See attached Representative Capacity Signature Disclosure (C.A.R. Form RCSD-S) for additional terms. Date SELLER (Print name) Date SELLER (Print name) Additional Signature Addendum attached (C.A.R. Form ASA). (_____ / _____)(Do not initial if making a counter offer.) CONFIRMATION OF ACCEPTANCE: A Copy of Signed Acceptance was (Initials) personally received by Buyer or Buyer's authorized agent on (date) at AM/ PM.A binding Agreement is created when a Copy of Signed Acceptance is personally received by Buyer or Buyer's authorized agent whether or not confirmed in this document. Completion of this confirmation is not legally required in order to create a binding Agreement; it is solely intended to evidence the date that Confirmation of Acceptance has occurred. REAL ESTATE BROKERS: A. Real Estate Brokers are not parties to the Agreement between Buyer and Seller. B. Agency relationships are confirmed as stated in paragraph 2. C.If specified in paragraph 3A(2), Agent who submitted the offer for Buyer acknowledges receipt of deposit. D. COOPERATING BROKER COMPENSATION:Listing Broker agrees to pay Cooperating Broker (Selling Firm) and Cooperating Broker agrees to accept, out of Listing Broker's proceeds in escrow, the amount specified in the MLS, provided Cooperating Broker is a Participant of the MLS in which the Property is offered for sale or a reciprocal MLS. If Listing Broker and Cooperating Broker are not both Participants of the MLS, or a reciprocal MLS, in which the Property is offered for sale, then compensation must be specified in a separate written agreement (C.A.R. Form CBC). Declaration of License and Tax (C.A.R. Form DLT) may be used to document that tax reporting will be required or that an exemption exists. Real Estate Broker (Selling Firm) CalBRE Lic. # By CalBRE Lic. # Date By CalBRE Lic. # Date Address City State Zip Telephone Fax E-mail Real Estate Broker (Listing Firm) CalBRE Lic. # By CalBRE Lic. # Date By CalBRE Lic. # Date Address City State Zip Telephone Fax E-mail ESCROW HOLDER ACKNOWLEDGMENT: Escrow Holder acknowledges receipt of a Copy of this Agreement, (if checked, a deposit in the amount of $ ), counter offer numbers Seller's Statement of Information and , and agrees to act as Escrow Holder subject to paragraph 26 of this Agreement, any supplemental escrow instructions and the terms of Escrow Holder's general provisions. Escrow Holder is advised that the date of Confirmation of Acceptance of the Agreement as between Buyer and Seller is Escrow Holder Escrow # By Date Address Phone/Fax/E-mail Escrow Holder has the following license number # Department of Business Oversight, Department of Insurance, Bureau of Real Estate. PRESENTATION OF OFFER:() Listing Broker presented this offer to Seller on (date). Broker or Designee Initials REJECTION OF OFFER:()( ) No counter offer is being made. This offer was rejected by Seller on (date). Seller's Initials ©1996- 2015, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS® (C.A.R.). NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. Published and Distributed by: Buyer's Acknowledge that page 11 is part of REAL ESTATE BUSINESS SERVICES, INC.this Agreement ( ) ( ) a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 Reviewed byVLPA REVISED 11/14 (PAGE 11 OF 11)Broker or Designee VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 11 OF 11) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 2355 N. Ramona Ave., San Bernardino, CA 92411 January 25, 2018 X Owner of record Janice Glenn McEntee Broker Marcus E Curtis 01738846 01/25/2018 01/25/2018 3050 Orange st Riverside CA 92501 (909)801-4713 Marcus@victoriandepot.com Keller Williams Realty Lara Fernandez (928)848-8585 larafernandez5@kw.com X 2355 N Ramona DocuSign Envelope ID: CCB8E860-150D-47C9-91C4-5EB3E844E14F 1/25/2018 16.d Packet Pg. 411 Attachment: H&ED.Ramona Ave.Exhibit B (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) BUYER'S INSPECTION ADVISORY (C.A.R. Form BIA, Revised 11/14) Property Address:("Property"). 1. IMPORTANCE OF PROPERTY INVESTIGATION:The physical condition of the land and improvements being purchased is not guaranteed by either Seller or Brokers. You have an affirmative duty to exercise reasonable care to protect yourself, including discovery of the legal, practical and technical implications of disclosed facts, and the investigation and verification of information and facts that you know or that are within your diligent attention and observation. A general physical inspection typically does not cover all aspects of the Property nor items affecting the Property that are not physically located on the Property. If the professionals recommend further investigations, including a recommendation by a pest control operator to inspect inaccessible areas of the Property, you should contact qualified experts to conduct such additional investigations. 2. BROKER OBLIGATIONS:Brokers do not have expertise in all areas and therefore cannot advise you on many items, such as those listed below. If Broker gives you referrals to professionals, Broker does not guarantee their performance. 3.YOU ARE STRONGLY ADVISED TO INVESTIGATE THE CONDITION AND SUITABILITY OF ALL ASPECTS OF THE PROPERTY, INCLUDING BUT NOT LIMIITED TO THE FOLLOWING.IF YOU DO NOT DO SO,YOU ARE ACTING AGAINST THE ADVICE OF BROKERS. A. GENERAL CONDITION OF THE PROPERTY, ITS SYSTEMS AND COMPONENTS:Foundation, roof (condition, age, leaks, useful life), plumbing, heating, air conditioning, electrical, mechanical, security, pool/spa (cracks, leaks, operation), other structural and nonstructural systems and components, fixtures, built-in appliances, any personal property included in the sale, and energy efficiency of the Property. B. SQUARE FOOTAGE, AGE, BOUNDARIES:Square footage, room dimensions, lot size, age of improvements and boundaries. Any numerical statements regarding these items are APPROXIMATIONS ONLY and have not been verified by Seller and cannot be verified by Brokers. Fences, hedges, walls, retaining walls and other barriers or markers do not necessarily identify true Property boundaries. C.WOOD DESTROYING PESTS:Presence of,or conditions likely to lead to the presence of wood destroying pests and organisms. D. SOIL STABILITY:Existence of fill or compacted soil, expansive or contracting soil, susceptibility to slippage, settling or movement, and the adequacy of drainage. E. WATER AND UTILITIES; WELL SYSTEMS AND COMPONENTS;WASTE DISPOSAL:Water and utility availability, use restrictions and costs. Water quality, adequacy, condition, and performance of well systems and components. The type, size, adequacy, capacity and condition of sewer and septic systems and components, connection to sewer, and applicable fees. F. ENVIRONMENTAL HAZARDS:Potential environmental hazards, including, but not limited to, asbestos, lead-based paint and other lead contamination, radon, methane, other gases, fuel oil or chemical storage tanks, contaminated soil or water, hazardous waste, waste disposal sites, electromagnetic fields, nuclear sources, and other substances, materials, products, or conditions (including mold (airborne, toxic or otherwise), fungus or similar contaminants). G.EARTHQUAKES AND FLOODING:Susceptibility of the Property to earthquake/seismic hazards and propensity of the Property to flood. H.FIRE,HAZARD AND OTHER INSURANCE:The availability and cost of necessary or desired insurance may vary.The location of the Property in a seismic,flood or fire hazard zone,and other conditions,such as the age of the Property and the claims history of the Property and Buyer,may affect the availability and need for certain types of insurance.Buyer should explore insurance options early as this information may affect other decisions,including the removal of loan and inspection contingencies. I.BUILDING PERMITS,ZONING AND GOVERNMENTAL REQUIREMENTS:Permits,inspections,certificates,zoning,other governmental limitations,restrictions,and requirements affecting the current or future use of the Property,its development or size. J.RENTAL PROPERTY RESTRICTIONS:Some cities and counties impose restrictions that limit the amount of rent that can be charged, the maximum number of occupants,and the right of a landlord to terminate a tenancy.Deadbolt or other locks and security systems for doors and windows,including window bars,should be examined to determine whether they satisfy legal requirements. K. SECURITY AND SAFETY:State and local Law may require the installation of barriers, access alarms, self-latching mechanisms and/or other measures to decrease the risk to children and other persons of existing swimming pools and hot tubs, as well as various fire safety and other measures concerning other features of the Property. L. NEIGHBORHOOD, AREA, SUBDIVISION CONDITIONS; PERSONAL FACTORS:Neighborhood or area conditions, including schools, law enforcement, crime statistics, registered felons or offenders, fire protection, other government services, availability, adequacy and cost of internet connections or other technology services and installations, commercial, industrial or agricultural activities, existing and proposed transportation, construction and development that may affect noise, view, or traffic, airport noise, noise or odor from any source, wild and domestic animals, other nuisances, hazards, or circumstances, protected species, wetland properties, botanical diseases, historic or other governmentally protected sites or improvements, cemeteries, facilities and condition of common areas of common interest subdivisions, and possible lack of compliance with any governing documents or Homeowners' Association requirements, conditions and influences of significance to certain cultures and/or religions, and personal needs, requirements and preferences of Buyer. By signing below,Buyers acknowledge that they have read,understand,accept and have received a Copy of this Advisory. Buyers are encouraged to read it carefully. Buyer Buyer © 1991-2004, California Association of REALTORS®, Inc. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS® (C.A.R.). NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, INC. Reviewed by Date a subsidiary of the California Association of REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 BIA REVISED 11/14 (PAGE 1 OF 1) BUYER'S INSPECTION ADVISORY (BIA PAGE 1 OF 1) Phone: Fax: Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 2355 N. Ramona Ave., San Bernardino, CA 92411 Felix Family Trust 2008 R E Global, 3050 Orange st Riverside CA 92501 909.801.4713 909.801.4713 2355 N Ramona Marcus Curtis DocuSign Envelope ID: CCB8E860-150D-47C9-91C4-5EB3E844E14F 1/25/2018 16.d Packet Pg. 412 Attachment: H&ED.Ramona Ave.Exhibit B (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) POSSIBLE REPRESENTATION OF MORE THAN ONE BUYER OR SELLER - DISCLOSURE AND CONSENT (C.A.R. Form PRBS, 11/14) A real estate broker (Broker),whether a corporation,partnership or sole proprietorship,may represent more than one buyer or seller.This multiple representation can occur through an individual licensed as a broker or salesperson or through different individual broker's or salespersons (associate licensees)acting under the Broker's license.The associate licensees may be working out of the same or different office locations. Multiple Buyers:Broker (individually or through its associate licensees) may be working with many prospective buyers at the same time.These prospective buyers may have an interest in,and make offers on,the same properties.Some of these properties may be listed with Broker and some may not. Broker will not limit or restrict any particular buyer from making an offer on any particular property whether or not Broker represents other buyers interested in the same property. Multiple Sellers:Broker (individually or through its associate licensees)may have listings on many properties at the same time.As a result,Broker will attempt to find buyers for each of those listed properties.Some listed properties may appeal to the same prospective buyers. Some properties may attract more prospective buyers than others.Some of these prospective buyers may be represented by Broker and some may not. Broker will market all listed properties to all prospective buyers whether or not Broker has another or other listed properties that may appeal to the same prospective buyers. Dual Agency:If Seller is represented by Broker, Seller acknowledges that broker may represent prospective buyers of Seller's property and consents to Broker acting as a dual agent for both seller and buyer in that transaction. If Buyer is represented by Broker, buyer acknowledges that Broker may represent sellers of property that Buyer is interested in acquiring and consents to Broker acting as a dual agent for both buyer and seller with regard to that property. In the event of dual agency, seller and buyer agree that:(a)Broker, without the prior written consent of the Buyer, will not disclose to seller that the Buyer is willing to pay a price greater than the offered price;(b)Broker, without the prior written consent of the seller, will not disclose to the buyer that seller is willing to sell property at a price less than the listing price; and (c)other than as set forth in (a)and (b)above,a dual agent is obligated to disclose known facts materially affecting the value or desirability of the property to both parties. Offers not necessarily confidential:Buyer is advised that seller or listing agent may disclose the existence, terms, or conditions of buyer's offer unless all parties and their agent have signed a written confidentiality agreement.Whether any such information is actually disclosed depends on many factors,such as current market conditions,the prevailing practice in the real estate community, the listing agent's marketing strategy and the instructions of the seller. Buyer and seller understand that Broker may represent more than one buyer or more than one seller and even both buyer and seller on the same transaction and consents to such relationships. Seller and/or Buyer acknowledges reading and understanding this Possible Representation of More Than One Buyer or Seller - Disclosure and Consent and agrees to the agency possibilities disclosed. Seller Date Seller Date Buyer Date Buyer Date Real Estate Broker (Firm) CalBRE Lic # Date By CalBRE Lic # Date Real Estate Broker (Firm) CalBRE Lic # Date By CalBRE Lic # Date ©2014,California Association of REALTORS®,Inc.United States copyright law (Title 17 U.S.Code)forbids the unauthorized distribution,display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS® (C.A.R.). NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, INC. a subsidiary of the California Association of REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 Reviewed by Date PRBS 11/14 (PAGE 1 OF 1) POSSIBLE REPRESENTATION OF MORE THAN ONE BUYER OR SELLER (PRBS PAGE 1 OF 1) Phone: Fax: Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com Owner of record Felix Family Trust 2008 01/25/2018 Keller Williams Realty Lara Fernandez Janice Glenn McEntee Broker 01738846 Marcus E Curtis R E Global, 3050 Orange st Riverside CA 92501 909.801.4713 909.801.4713 2355 N Ramona Marcus Curtis DocuSign Envelope ID: CCB8E860-150D-47C9-91C4-5EB3E844E14F 1/25/2018 1/25/2018 16.d Packet Pg. 413 Attachment: H&ED.Ramona Ave.Exhibit B (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) PREPARED FOR: Ms. Lisa Connor Project Manager Successor Agency to the Redevelopment Agency of the City of San Bernardino 290 N. “D” Street - 3rd Floor San Bernardino, CA 92401 FOR THE PROPERTY LOCATED AT: 2355 N. Ramona Ave. San Bernardino, CA 92411 APN: 0148-173-07 JANUARY 25, 2018 KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not veri+ed its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or +nancing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 2355 Ramona Ave., San Bernardino, CA 92411 16.e Packet Pg. 414 Attachment: H&ED.Ramona Ave.Exhibit C (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) TABLE OF CONTENTS Broker’s Opinion of Value •Property Profile •Location Aerial •Assessor’s Parcel Maps •Location Map Comparable Sales Comparable #1 •Property Profile •Assessor’s Parcel Map •Aerial Comparable #2 •Property Profile •Assessor’s Parcel Map •Aerial Comparable #3 •Property Profile •Assessor’s Parcel Map •Aerial Comparable #4 •Property Profile •Assessor’s Parcel Map •Aerial Leading Broker’s Resume KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not veri+ed its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or +nancing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 2355 Ramona Ave., San Bernardino, CA 92411 16.e Packet Pg. 415 Attachment: H&ED.Ramona Ave.Exhibit C (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) January 25th, 2018 Ms. Lisa Connor Project Manager Successor Agency to the Redevelopment Agency of the City of San Bernardino 290 N “D” Street – 3rd Floor San Bernardino, California 92401 RE: Broker Opinion of Value for Site No. 28 – APN 0148-173-07 Dear Ms. Connor: We have prepared the following report regarding our opinion of value for the above reference property. We utilized a comparable sales approach to determine our opinion of value for this property. Subject Property The subject property is zoned Light Industrial (“IL”), which encompasses a wide variety of property uses, some of which require a Minor Use Permit (“MUP”) or Conditional Use Permit (“CUP”) with city council approval. The subject property consists of one parcel of land approximately 0.17 acres (7405.2 SF). Comparable Sales As further described within this report, within the last 22 months, there have been 4 property sales which can be used as sale comparable for this Site. The comparables are all zoned IL. The Sale Comparable dates run from May 2016 to January 2018. The Sale Comparable are summarized below: KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not veri+ed its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or +nancing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 2355 Ramona Ave., San Bernardino, CA 92411 16.e Packet Pg. 416 Attachment: H&ED.Ramona Ave.Exhibit C (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) Broker Opinion of Value Based on the foregoing, the average price per square foot of the four Light Industrial Sale Comparables is $3.07. Applying this average price per square foot to the lot square footage (7,405.2 SF), a value $22,734 results. It is our opinion that the subject property is worth $22,734. We appreciate the opportunity to prepare this report. Please do not hesitate to call with any questions. Sincerely, Kenneth Patterson BRE #00774852 1472 Ford St. #200 Redlands, CA 92373 951-318-8516 kenpcommercial@gmail.com Comparable Sales Summary APN Location Lot Size (SF)Price/SF Sale Value Sale Date Property Site 0148-173-07 2355 N. Ramona Ave.7,405.2 Sale Comparable #1 0280-021-26 Central Ave.11,250 $2.04 $23,000 1/22/2018 Sale Comparable #2 0280-042-07 Valley View Ave.7,000 $4.50 $31,500 1/31/2017 Sale Comparable #3 0280-213-06 E. Benedict Rd.6,250 $2.88 $18,000 5/17/2016 Sale Comparable #4 0280-213-24 Hope St.6,957 $2.87 $20,000 10/5/2016 Average Price/SF $3.07 KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not veri+ed its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or +nancing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 2355 Ramona Ave., San Bernardino, CA 92411 16.e Packet Pg. 417 Attachment: H&ED.Ramona Ave.Exhibit C (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) Property Detail Page 1 of 2 The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS Generated on 03/07/2018 2355 Ramona Ave, San Bernardino, CA 92411-1224, San Bernardino County Beds N/A Bldg Sq Ft N/A Lot Sq Ft 7,245 MLS List Price $29,705 Baths N/A Yr Built N/A Type RES-NEC Sale Date N/A Active Listing Owner Information Owner Name:Successor Agency/Rda City Of Sn Bndo Tax Billing Zip:92401 Mail Owner Name:Successor Agency/Rda City Of Sn Bndo Tax Billing Zip+4:1520 Tax Billing Address:201 N E St #301 Owner Occupied:No Tax Billing City & State:San Bernardino, CA Location Information Zip Code:92411 Comm College District Code:San Bernardino Vly J Carrier Route:C047 Census Tract:41.03 Tract Number:4101 Topography:Flat/Level School District:San Bernardino Neighborhood Code:091-091 Tax Information APN :0148-173-07-0000 Lot:5 Tax Area:7116 Water Tax Dist:San Bernardino Vly J Tax Appraisal Area:12 Legal Description:TRACT 4101 LOT 5 Characteristics County Land Use:Vacant Land Lot Area:7,245 Universal Land Use:Residential (NEC)Gross Area:MLS: 7,245 Lot Frontage:63 Water:Public Lot Depth:115 Sewer:Public Service Lot Acres:0.1663 Estimated Value RealAVM™ (1):$225,706 Confidence Score (2):72 RealAVM™ Range:$187,336 - $264,076 Forecast Standard Deviation (3):17 Value As Of:02/22/2018 (1)RealAVM™ is a CoreLogic® derived value and should not be used in lieu of an appraisal. (2)The Confidence Score is a measure of the extent to which sales data, property information, and comparable sales support the property valuation analysis process. The confidence score range is 60 - 100. Clear and consistent quality and quantity of data drive higher confidence scores while lower confidence scores indicate diversity in data, lower quality and quantity of data, and/or limited similarity of the subject property to comparable sales. (3)The FSD denotes confidence in an AVM estimate and uses a consistent scale and meaning to generate a standardized confidence metric. The FSD is a statistic that measures the likely range or dispersion an AVM estimate will fall within, based on the consistency of the information available to the AVM at the time of estimation. The FSD can be used to create confidence that the true value has a statistical degree of certainty. Listing Information MLS Listing Number:EV17250749 MLS Current List Price:$29,705 MLS Status:Active MLS Original List Price:$29,705 MLS Area:274 - SAN BERNARDINO MLS Listing Agent:Evfernlar-Lara Fernandez MLS Status Change Date:11/03/2017 MLS Listing Broker:KELLER WILLIAMS REALTY Last Market Sale & Sales History 16.e Packet Pg. 418 Attachment: H&ED.Ramona Ave.Exhibit C (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) Property Detail Page 2 of 2 The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS Generated on 03/07/2018 Owner Name:Successor Agency/Rda City Of Sn Bndo Recording Date 12/03/2014 03/18/2011 Sale Date 11/24/2014 03/17/2011 Nominal Y Y Buyer Name Redevelopment Agcy Of San Bernard San Bernardino Economic Dev Co Seller Name San Bernardino Economic Dev Co Redevelopment Agcy Of San Bernard Document Number 463119 112434 Document Type Quit Claim Deed Quit Claim Deed Property Map *Lot Dimensions are Estimated 16.e Packet Pg. 419 Attachment: H&ED.Ramona Ave.Exhibit C (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) Courtesy Of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Map Page 1 of 1 Generated on 03/07/2018 KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not veri+ed its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or +nancing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 2355 Ramona Ave., San Bernardino, CA 92411 16.e Packet Pg. 420 Attachment: H&ED.Ramona Ave.Exhibit C (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) 16.e Packet Pg. 421 Attachment: H&ED.Ramona Ave.Exhibit C (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) Comparable Sale #1 •Property Profile •Assessor’s Parcel Map •Aerial KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not veri+ed its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or +nancing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 2355 Ramona Ave., San Bernardino, CA 92411 LAND FOR SALE 16.e Packet Pg. 422 Attachment: H&ED.Ramona Ave.Exhibit C (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) Property Detail Page 1 of 2 The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS Generated on 03/09/2018 Central Ave, San Bernardino, CA 92408, San Bernardino County Beds N/A Bldg Sq Ft N/A Lot Sq Ft 11,250 Sale Price $23,000 Baths N/A Yr Built N/A Type VCNT LND-NE Sale Date 01/22/2018 Owner Information Owner Name:Salas Jaime Tax Billing Zip:92376 Mail Owner Name:Jaime Salas Tax Billing Zip+4:6820 Tax Billing Address:541 S Idyllwild Ave Owner Vesting:Unmarried Man Tax Billing City & State:Rialto, CA Location Information Zip Code:92408 Census Tract:72.00 School District:San Bernardino Topography:Flat/Level Comm College District Code:San Bernardino Vly J Neighborhood Code:092-092 Tax Information APN :0280-021-26-0000 Lot:7 Tax Area:7007 Block:46 Tax Appraisal Area:12 Water Tax Dist:San Bernardino Vly J Legal Description:R S B PTN LOT 7 BLK 46 COM AT A PT 1N S L1 SD LOT 435.6 FT E OF SW COR SD LOT TH N PARALLEL TO W L1 SD LOT 236 FT TO TRUE POB TH CONT N 15O FT TH E PARALLEL TO S L1 SD LOT 75 FT TH S 15O FT TH W 75 FT TO TRUE POB Assessment & Tax Assessment Year 2017 2016 2015 Assessed Value - Total $9,824 $9,631 $9,486 Assessed Value - Land $9,824 $9,631 $9,486 YOY Assessed Change ($)$193 $145 YOY Assessed Change (%)2%1.53% Tax Year Total Tax Change ($)Change (%) 2015 $127 2016 $273 $146 115.49% 2017 $281 $8 3.03% Special Assessment Tax Amount Sbcofire Fp-5 City Snbndo $152.98 Sb Valley Muni Wtr Dbt Svc $14.98 School Bonds $9.89 San Bdno Comm College Bond $3.69 Co Ventor Control $1.30 Total Of Special Assessments $182.84 Characteristics County Land Use:Vacant Land Lot Acres:0.258 Universal Land Use:Vacant Land (NEC)Lot Area:11,250 Lot Frontage:75 Water:Public Lot Depth:150 Sewer:Public Service Listing Information 16.e Packet Pg. 423 Attachment: H&ED.Ramona Ave.Exhibit C (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) Property Detail Page 2 of 2 The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS Generated on 03/09/2018 MLS Listing Number:CV15213872 MLS Current List Price:$25,000 MLS Status:Canceled MLS Original List Price:$25,000 MLS Area:274 - SAN BERNARDINO MLS Listing Agent:C17923-Fidel Carranza MLS Status Change Date:07/29/2016 MLS Listing Broker:CENTURY 21 DESERT ROCK MLS Listing #C511860 MLS Status Expired MLS Listing Date 07/16/2005 MLS Listing Price $55,000 MLS Listing Cancellation Date 06/13/2006 Last Market Sale & Sales History Recording Date:02/14/2018 Sale Type:Full Sale Date:01/22/2018 Deed Type:Grant Deed Sale Price:$23,000 Owner Name:Salas Jaime Document Number:54618 Seller:Santiago Galicia Recording Date 02/26/2018 02/14/2018 07/01/2014 10/18/1984 Sale Date 02/23/2018 01/22/2018 05/17/2014 Sale Price $20,000 $23,000 $4,150 Buyer Name Salas Jaime Neville Firm Inc Galicia Santiago Hall Anna M Ea Seller Name Neville Firm Inc Santiago Galicia Tax Coll Of San Bernardino County Document Number 67843 54618 237233 250486 Document Type Grant Deed Grant Deed Tax Deed Deed (Reg) Mortgage History Mortgage Date 02/26/2018 10/18/1984 Mortgage Amount $35,000 $3,300 Mortgage Lender Private Individual Mortgage Code Private Party Lender Conventional Property Map *Lot Dimensions are Estimated 16.e Packet Pg. 424 Attachment: H&ED.Ramona Ave.Exhibit C (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) 16.ePacket Pg. 425Attachment: H&ED.Ramona Ave.Exhibit C (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) Courtesy Of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Map Page 1 of 1 Generated on 03/09/2018 KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not veri+ed its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or +nancing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 2355 Ramona Ave., San Bernardino, CA 92411 16.e Packet Pg. 426 Attachment: H&ED.Ramona Ave.Exhibit C (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) Comparable Sale #2 •Property Profile •Assessor’s Parcel Map •Aerial KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not veri+ed its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or +nancing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 2355 Ramona Ave., San Bernardino, CA 92411 LAND FOR SALE 16.e Packet Pg. 427 Attachment: H&ED.Ramona Ave.Exhibit C (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) Property Detail Page 1 of 2 The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS Generated on 03/09/2018 Valley View Ave, San Bernardino, CA 92408, San Bernardino County Beds N/A Bldg Sq Ft N/A Lot Sq Ft 7,000 MLS Sale Price $31,500 Baths N/A Yr Built N/A Type VCNT LND-NE MLS Sale Date 01/31/2017 Owner Information Owner Name:Barrios Luis Tax Billing Zip:92407 Mail Owner Name:Luis Barrios Tax Billing Zip+4:6008 Tax Billing Address:2249 W 3rd Ave Owner Vesting:Married Man Tax Billing City & State:San Bernardino, CA Location Information Zip Code:92408 Census Tract:72.00 Tract Number:2505 Topography:Flat/Level School District:San Bernardino Neighborhood Code:092-092 Comm College District Code:San Bernardino Vly J Tax Information APN :0280-042-07-0000 Lot:42 Tax Area:7007 Water Tax Dist:San Bernardino Vly J Tax Appraisal Area:12 Legal Description:TR NO 2505 G1FFORD COMSTOCK S 70 FT N 120 FT LOT 42 Assessment & Tax Assessment Year 2017 2016 2015 Assessed Value - Total $12,676 $12,427 $12,240 Assessed Value - Land $12,676 $12,427 $12,240 YOY Assessed Change ($)$249 $187 YOY Assessed Change (%)2%1.53% Tax Year Total Tax Change ($)Change (%) 2015 $163 2016 $309 $146 89.29% 2017 $318 $9 3.04% Special Assessment Tax Amount Sbcofire Fp-5 City Snbndo $152.98 Sb Valley Muni Wtr Dbt Svc $19.33 School Bonds $12.76 San Bdno Comm College Bond $4.76 Co Ventor Control $1.30 Total Of Special Assessments $191.13 Characteristics County Land Use:Vacant Land Lot Area:7,000 Universal Land Use:Vacant Land (NEC)Water:Public Lot Acres:0.1607 Sewer:Public Service Listing Information MLS Listing Number:CV15263700 MLS Original List Price:$35,000 MLS Status:Closed Closing Date:01/31/2017 16.e Packet Pg. 428 Attachment: H&ED.Ramona Ave.Exhibit C (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) Property Detail Page 2 of 2 The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS Generated on 03/09/2018 MLS Area:274 - SAN BERNARDINO MLS Sale Price :$31,500 MLS Status Change Date:02/01/2017 MLS Listing Agent:Cv33421-Alice Wilson MLS Current List Price:$35,000 MLS Listing Broker:RICH COSNER & ASSOCIATES Last Market Sale & Sales History Recording Date:01/31/2017 Sale Type:Full Sale Date:Tax: 12/30/2016 MLS: 01/31/2017 Deed Type:Grant Deed Sale Price:$31,500 Owner Name:Barrios Luis Document Number:43340 Seller:Chau Howard Recording Date 01/31/2017 01/31/2017 08/29/2013 Sale Date 01/26/2017 12/30/2016 05/28/2013 Sale Price $31,500 $12,000 Nominal Y Buyer Name Barrios Luis Barrios Luis Chau Howard Seller Name Barrios Maria G A Chau Howard St Paul African Methodist Epis Document Number 43341 43340 380836 Document Type Interspousal Deed Transfer Grant Deed Grant Deed Property Map *Lot Dimensions are Estimated 16.e Packet Pg. 429 Attachment: H&ED.Ramona Ave.Exhibit C (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) 16.ePacket Pg. 430Attachment: H&ED.Ramona Ave.Exhibit C (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) Courtesy Of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Map Page 1 of 1 Generated on 03/09/2018 KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not veri+ed its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or +nancing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 2355 Ramona Ave., San Bernardino, CA 92411 16.e Packet Pg. 431 Attachment: H&ED.Ramona Ave.Exhibit C (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) Comparable Sale #3 •Property Profile •Assessor’s Parcel Map •Aerial KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not veri+ed its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or +nancing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 2355 Ramona Ave., San Bernardino, CA 92411 LAND FOR SALE 16.e Packet Pg. 432 Attachment: H&ED.Ramona Ave.Exhibit C (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) Property Detail Page 1 of 3 The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS Generated on 03/09/2018 1005 E Benedict Rd, San Bernardino, CA 92408, San Bernardino County Beds N/A Bldg Sq Ft N/A Lot Sq Ft 6,250 Sale Price $18,000 Baths N/A Yr Built N/A Type VCNT LND-NE Sale Date 05/17/2016 Expired Listing Owner Information Owner Name:Valles Ramiro Ramirez Tax Billing Zip:91762 Mail Owner Name:Ramiro Ramirez Valles Tax Billing Zip+4:3444 Tax Billing Address:411 W D St #c Owner Occupied:No Tax Billing City & State:Ontario, CA Location Information Zip Code:92408 Comm College District Code:San Bernardino Vly J Carrier Route:C022 Census Tract:72.00 Zoning:IL Topography:Flat/Level Tract Number:2896 Neighborhood Code:092-092 School District:San Bernardino Tax Information APN :0280-213-06-0000 Lot:36 Tax Area:7208 Water Tax Dist:San Bernardino Vly J Tax Appraisal Area:12 Legal Description:TRACT 2896 LOT 36 Assessment & Tax Assessment Year 2017 2016 2015 Assessed Value - Total $9,198 $9,018 $8,883 Assessed Value - Land $9,198 $9,018 $8,883 YOY Assessed Change ($)$180 $135 YOY Assessed Change (%)2%1.52% Tax Year Total Tax Change ($)Change (%) 2015 $119 2016 $265 $146 123.38% 2017 $273 $8 3.03% Special Assessment Tax Amount Sbcofire Fp-5 City Snbndo $152.98 Sb Valley Muni Wtr Dbt Svc $14.02 School Bonds $9.26 San Bdno Comm College Bond $3.45 Co Ventor Control $1.30 Total Of Special Assessments $181.01 Characteristics County Land Use:Vacant Land Lot Acres:0.1435 Universal Land Use:Vacant Land (NEC)Lot Area:6,250 Lot Frontage:50 Water:Public Lot Depth:125 Sewer:None Listing Information 16.e Packet Pg. 433 Attachment: H&ED.Ramona Ave.Exhibit C (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) Property Detail Page 2 of 3 The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS Generated on 03/09/2018 MLS Listing Number:I413147 MLS Current List Price:$40,000 MLS Status:Expired MLS Listing Agent:Bragirut-Ruthie Ragin MLS Area:274 - SAN BERNARDINO MLS Listing Broker:RUTHIE RAGIN REALTY MLS Status Change Date:06/02/2004 MLS Listing #I307845 MLS Status Expired MLS Listing Date 02/10/2003 MLS Listing Price $40,000 MLS Listing Cancellation Date 02/10/2004 Last Market Sale & Sales History Recording Date:06/01/2016 Sale Type:Full Sale Date:05/17/2016 Deed Type:Grant Deed Sale Price:$18,000 Owner Name:Valles Ramiro Ramirez Document Number:214027 Seller:Varga Eduard & Daniela Recording Date 06/01/2016 07/10/2012 07/13/2005 07/13/2005 01/04/1999 Sale Date 05/17/2016 05/12/2012 07/11/2005 05/10/2005 12/16/1998 Sale Price $18,000 $8,050 $32,500 $5,000 Nominal Y Buyer Name Valles Ramiro R Varga Eduard & Daniela Cirigliano Lucia Lira San J Lira San J Seller Name Varga Eduard & Daniela Tax Coll Of San Bernardino County Lira San J Lira Jose Bankers Trust Co Ca (Te) Document Number 214027 273922 501106 501105 97 Document Type Grant Deed Tax Deed Grant Deed Grant Deed Corporation Grant Deed Recording Date 04/21/1998 Sale Date 04/15/1998 06/1978 Sale Price $12,180 $11,500 Nominal Buyer Name Bankers Trust Mcclelland William F Seller Name Town & Country Title Svcs Chavez Raul V Document Number 149509 9488-421 Document Type Trustee Deed Deed (Reg) Mortgage History Mortgage Date 07/20/1994 Mortgage Amount $45,000 Mortgage Lender Long Bch Bk Mortgage Code Conventional 16.e Packet Pg. 434 Attachment: H&ED.Ramona Ave.Exhibit C (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) Property Detail Page 3 of 3 The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS Generated on 03/09/2018 Property Map *Lot Dimensions are Estimated 16.e Packet Pg. 435 Attachment: H&ED.Ramona Ave.Exhibit C (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) 16.ePacket Pg. 436Attachment: H&ED.Ramona Ave.Exhibit C (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) Courtesy Of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Map Page 1 of 1 Generated on 03/09/2018 KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not veri+ed its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or +nancing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 2355 Ramona Ave., San Bernardino, CA 92411 16.e Packet Pg. 437 Attachment: H&ED.Ramona Ave.Exhibit C (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) Comparable Sale #4 •Property Profile •Assessor’s Parcel Map •Aerial KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not veri+ed its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or +nancing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 2355 Ramona Ave., San Bernardino, CA 92411 16.e Packet Pg. 438 Attachment: H&ED.Ramona Ave.Exhibit C (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) Property Detail Page 1 of 3 The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS Generated on 03/09/2018 1095 Hope St, San Bernardino, CA 92408-2528, San Bernardino County Beds N/A Bldg Sq Ft N/A Lot Sq Ft 6,957 MLS Sale Price $16,000 Baths N/A Yr Built N/A Type RES-NEC MLS Sale Date 01/22/2004 Owner Information Owner Name:Corona Octaviano Tax Billing City & State:San Bernardino, CA Owner Name 2:Gutierrez Jose Luis Amaro Tax Billing Zip:92408 Mail Owner Name:Octaviano Corona Tax Billing Zip+4:2528 Tax Billing Address:1095 Hope St Owner Occupied:Yes Location Information Zip Code:92408 School District:San Bernardino Carrier Route:C022 Comm College District Code:San Bernardino Vly J Zoning:91/6 Census Tract:72.00 Tract Number:2896 Neighborhood Code:092-092 Tax Information APN :0280-213-24-0000 Lot:46 Tax Area:7208 Water Tax Dist:San Bernardino Vly J Tax Appraisal Area:12 Legal Description:TRACT 2896 LOT 46 Assessment & Tax Assessment Year 2017 2016 2015 Assessed Value - Total $19,601 $19,217 $18,928 Assessed Value - Land $19,601 $19,217 $18,928 YOY Assessed Change ($)$384 $289 YOY Assessed Change (%)2%1.53% Tax Year Total Tax Change ($)Change (%) 2015 $251 2016 $395 $144 57.25% 2017 $407 $12 3.05% Special Assessment Tax Amount Sbcofire Fp-5 City Snbndo $152.98 Sb Valley Muni Wtr Dbt Svc $29.89 School Bonds $19.73 San Bdno Comm College Bond $7.36 Co Ventor Control $1.30 Total Of Special Assessments $211.26 Characteristics County Land Use:Vacant Land Lot Acres:0.1597 Universal Land Use:Tax: Residential (NEC) MLS: Vacant Land (NEC) Lot Area:6,957 Estimated Value RealAVM™ (1):$32,039 Confidence Score (2):71 RealAVM™ Range:$26,592 - $37,486 Forecast Standard Deviation (3):17 16.e Packet Pg. 439 Attachment: H&ED.Ramona Ave.Exhibit C (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) Property Detail Page 2 of 3 The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS Generated on 03/09/2018 Value As Of:03/01/2018 (1)RealAVM™ is a CoreLogic® derived value and should not be used in lieu of an appraisal. (2)The Confidence Score is a measure of the extent to which sales data, property information, and comparable sales support the property valuation analysis process. The confidence score range is 60 - 100. Clear and consistent quality and quantity of data drive higher confidence scores while lower confidence scores indicate diversity in data, lower quality and quantity of data, and/or limited similarity of the subject property to comparable sales. (3)The FSD denotes confidence in an AVM estimate and uses a consistent scale and meaning to generate a standardized confidence metric. The FSD is a statistic that measures the likely range or dispersion an AVM estimate will fall within, based on the consistency of the information available to the AVM at the time of estimation. The FSD can be used to create confidence that the true value has a statistical degree of certainty. Listing Information MLS Listing Number:C316442 Closing Date:01/22/2004 MLS Status:Closed MLS Sale Price :$16,000 MLS Area:274 - SAN BERNARDINO MLS Listing Agent:C18141-Daniel Malek MLS Status Change Date:02/13/2004 MLS Listing Broker:CENTURY 21 BEACHSIDE MLS Current List Price:$15,900 Last Market Sale & Sales History Recording Date:10/05/2016 Deed Type:Grant Deed Sale Date:Tax: 09/13/2016 MLS: 01/22/2004 Owner Name:Corona Octaviano Sale Price:$20,000 Owner Name 2:Gutierrez Jose Luis Amaro Document Number:416040 Seller:Moreno Jesus Sale Type:Unknown Recording Date 10/05/2016 01/22/2004 12/10/2001 08/21/2001 12/27/2000 Sale Date 09/13/2016 12/17/2003 10/18/2001 06/26/2001 10/30/2000 Sale Price $20,000 $16,000 $8,000 $2,000 Nominal Y Y Buyer Name Corona Octaviano Moreno Jesus Baghdikian Yaghia Baghdekian Yaghia Nrll Inc Seller Name Moreno Jesus Baghdikian Yaghia & Sonia Nrll Inc Nrll Inc Arana Mary E Document Number 416040 52782 558695 380736 477201 Document Type Grant Deed Grant Deed Rerecorded Deed Corporation Grant Deed Grant Deed Recording Date 07/08/1986 Sale Date Sale Price Nominal Buyer Name Arana Mary E Ea Seller Name Document Number 178506 Document Type Deed (Reg) 16.e Packet Pg. 440 Attachment: H&ED.Ramona Ave.Exhibit C (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) Property Detail Page 3 of 3 The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS Generated on 03/09/2018 Property Map *Lot Dimensions are Estimated 16.e Packet Pg. 441 Attachment: H&ED.Ramona Ave.Exhibit C (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) 16.ePacket Pg. 442Attachment: H&ED.Ramona Ave.Exhibit C (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) Courtesy Of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Map Page 1 of 1 Generated on 03/09/2018 KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not veri+ed its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or +nancing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 2355 Ramona Ave., San Bernardino, CA 92411 16.e Packet Pg. 443 Attachment: H&ED.Ramona Ave.Exhibit C (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) 04/17/2017 Resume for Kenneth Patterson: 1975 to late 1979 Mess Management Specialist for USN (primary jobs: Staff Cook, Mess Manager, maintained food supplies and Buyers agent for ships food) I was E4 at time of discharge. Licensed as a California Real Estate Agent in 1979 Licensed as a California Real Estate Broker in 1989 Licensed as a Security Dealer with the National Association of Security Dealers (FINRA) in 1995. (Series 7 and 63 license, State of California Fixed and Variable life license) 1993-1995 Manager of Neighborhood Mortgage Corp. in Costa Mesa, Ca. (4 offices in Southern Ca.) We did over $80 million in Originating Residential and Commercial loans yearly. 1995 through 1997 Independent Security Dealer with American Express Financial Advisor. Since 1998 through 2011 I managed Investment Retirement accounts for clients as an Independent Security Dealer and Small Group Health Benefits; through Lighthouse Capital Corporation out of Monterey, CA. From 1979 through 1999 I primarily sold and developed land to and for developers as an independent agent/broker. From 2000 to 2005 I incorporated residential sales into my sales activities because of demand by builders/developers I worked with. At which time I became an associate broker with Coldwell Banker Kivett-Teeters, I averaged 70 closed transactions per-year, until the recent down turn in the market. Mid-year 2005 to August 2012; Coldwell Banker Commercial Kivett-Teeters became the newest Commercial franchise. I deal in Commercial Sales, Building Leases, Ground Leases, land Sales and development. 2003-2007 I have been awarded the International Presidents Circle from Coldwell Banker International, which places me in the top 5% of Sales Associates Internationally. KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not veri+ed its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or +nancing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 2355 Ramona Ave., San Bernardino, CA 92411 LEADING BROKER'S RESUME 16.e Packet Pg. 444 Attachment: H&ED.Ramona Ave.Exhibit C (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) August 2012 to Current I moved to Keller Williams Commercial as an Associate Broker in Redlands Ca. Doing the same business practices in the commercial arena, plus I now work with Asset Managers for Defaulted Notes and Real Estate, Probate and Bankruptcy Trustees. I'm also currently an Independent Financial Advisor for Colorado Financial Services. Kenneth Patterson KW Commercial 1473 Ford St Ste #200 Redlands, Ca. 92373 951-318-8516 cell 909-793-8200 Fax kenpcommercial@gmail.com Ca Lic#00774852 KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not veri+ed its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or +nancing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 2355 Ramona Ave., San Bernardino, CA 92411 LEADING BROKER'S RESUME 16.e Packet Pg. 445 Attachment: H&ED.Ramona Ave.Exhibit C (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS SELLER: Successor Agency to the Redevelopment Agency of the City of San Bernardino BUYER: The Felix Family Trust Dated 2008, Ricardo Felix and Gricelda Felix, Trustees DATED: June 6, 2018 (2355 N. Ramona Avenue, San Bernardino, California APN 0148-173-07) 16.f Packet Pg. 446 Attachment: H&ED.Ramona Ave.Exhibit D (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) BASIC TERMS Buyer: The Felix Family Trust Dated 2008, Ricardo Felix and Gricelda Felix, Trustees Buyer’s Address: The Felix Family Trust Dated 2008, Ricardo Felix and Gricelda Felix, Trustees Attention: Ricardo Felix 6775 N. Escena St. San Bernardino, CA 92407 Tel. 909.499-8957 Email: felixautomotive@aol.com City: The City of San Bernardino Closing Contingency Date: September 14, 2018 Closing Date (or Closing) Estimated to occur by July 1, 2018, but not later than the Outside Date Deed: A grant deed in the form of Exhibit B hereto Effective Date: June 6, 2018 Escrow Holder: Commonwealth Land Title A Fidelity National Financial Company 888 S. Figueroa Street, Suite 2100 Los Angeles, CA 90017 Tel: (213) 330-3059 Attention: Crystal Leyvas, Vice President, National Accounts National Commercial Services Direct: (213) 330-3059; email: Cleyvas@cltic.com (or another escrow holder mutually acceptable to Buyer and Seller) Independent Consideration Amount: Two Hundred Dollars ($200.00) Outside Date: October 9, 2018; provided that such date may be extended by mutual writing agreement by Seller and Buyer Purchase Price: Twenty-Nine Thousand Seven Hundred and Five Dollars ($29,705.00) Real Property: That property described in Exhibit A hereto; the subject property is sometimes referred to as APN 0148-173-07 16.f Packet Pg. 447 Attachment: H&ED.Ramona Ave.Exhibit D (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) 2 Seller: Successor Agency to the Redevelopment Agency of the City of San Bernardino Seller’s Address: 290 N. “D” Street – Third Floor San Bernardino, California 92418 Attention: Andrea M. Miller, City Manager Tel. (909) 384-5122 Fax: (909) 384-5138 Email: Miller_An@sbcity.org Soil and Title Contingency Date: August 14, 2018 Title Company: Commonwealth Land Title A Fidelity National Financial Company 888 S. Figueroa Street, Suite 2100 Los Angeles, CA 90017 Tel: (213) 330-3059 Attention: Crystal Leyvas, Vice President, National Accounts National Commercial Services (direct: (213) 330-3059; email: Cleyvas@cltic.com (or another title company mutually acceptable to Buyer and Seller) 16.f Packet Pg. 448 Attachment: H&ED.Ramona Ave.Exhibit D (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) 3 PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS This PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (“Agreement”) is made and entered into as of , 2018 (the “Effective Date”) by and between Seller and Buyer. RECITALS A. Seller is the fee owner of the Real Property. The Real Property is approximately 0.17 acres of vacant parcel. B. Seller has offered to sell to Buyer the Real Property described herein for the price and subject to the terms set forth below. Buyer has considered the offer by Seller and agrees to buy from Seller the Real Property, as more specifically described below. C. In addition to the Purchase Price, material considerations to Seller in agreeing to enter into this Agreement, Buyer has agreed to pay to Seller the Independent Consideration Amount; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows: 1. Purchase and Sale. Seller hereby agrees to sell the Real Property to Buyer, and Buyer hereby agrees to purchase the Real Property from Seller, on the terms and conditions set forth in this Agreement. The term Real Property is defined collectively as the following: (a) The fee interest in the Real Property to be conveyed by a grant deed in the form of the Deed; and (b) All personal property, equipment, supplies, and fixtures owned by Seller and located at the Real Property. 2. Payment of Consideration. As consideration for the sale of the Real Property from Seller to Buyer, Buyer shall, at the Closing (as defined below), pay to Seller the Purchase Price for the Real Property. Upon payment of the Purchase Price (less any adjustments made to clear liens and to defray Seller’s costs of sale including, but not limited to, the preparation of legal documents and validation of the purchase price incurred by the City of San Bernardino and the Seller’s share of closing costs), the use of sales proceeds by Seller is a matter with which Buyer is not concerned . 3. Escrow and Independent Consideration. (a) Opening of Escrow. For the purposes of this Agreement, the escrow (“Escrow”) shall be deemed opened (“Opening of Escrow”) on the date that Escrow Holder receives a copy of this Agreement fully executed by Buyer and Seller. Buyer and Seller shall use their best efforts to cause the Opening of Escrow to occur on or before five (5) business days after the Effective Date. Escrow Holder shall promptly notify Buyer and Seller in writing of the date of the Opening of Escrow. Buyer and Seller agree to execute, deliver and be bound by any reasonable or customary 16.f Packet Pg. 449 Attachment: H&ED.Ramona Ave.Exhibit D (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) 4 supplemental escrow instructions or other instruments reasona bly required by Escrow Holder to consummate the transaction contemplated by this Agreement; provided, however, that no such instruments shall be inconsistent or in conflict with, amend or supersede any portion of this Agreement. If there is any conflict or inconsistency between the terms of such instruments and the terms of this Agreement, then the terms of this Agreement shall control. Without limiting the generality of the foregoing, no such instruments shall extinguish any obligations imposed by this Agreement or any other agreement between Seller and Buyer. (b) Independent Consideration. Within two (2) days after the Effective Date, Buyer shall pay to Seller the Independent Consideration Amount to be retained by Seller as non- refundable independent consideration. The Independent Consideration Amount has been bargained for and agreed to as consideration for Seller’s execution and delivery of this Agreement and Seller holding the Real Property off the market for a period commencing as of the Effective Date and continuing until the Outside Date and for the rights and privileges granted to Buyer herein, including any and all rights granted to Buyer to terminate this Agreement under the circumstances provided for herein. Notwithstanding anything to the contrary contained in this Agreement, the Independent Consideration Amount shall be non-refundable in all events, except for (i) Seller’s default hereunder, (ii) the failure of the Oversight Board of the Successor Agency to the Redevelopment Agency of the City of San Bernardino (the “Oversight Board”) to approve the sale of the Real Property as provided under this Agreement, and (iii) actions by the California Department of Finance (“DOF”) which prevent the disposition of the Real Property to Buyer as provided under this Agreement. If the Closing occurs, a credit shall be applied to the Purchase Price based upon payment of the Independent Consideration Amount. (c) Closing. For purposes of this Agreement, the “Closing” or “Closing Date” shall be the date the Deed (as defined below) is recorded pursuant to applicable law in the county in which the Real Property is located. Unless changed in writing by Buyer and Seller, the Closing shall occur on the Closing Date, or as soon thereafter as the conditions precedent to closing are satisfied pursuant to Sections 6 and 7 of this Agreement. If the Closing has not, for any reason, occurred by the Closing Date, then either Buyer or Seller may terminate this Agre ement by delivering written notice to the other at any time after the outside Closing Date; provided, however, that if either party is in default under this Agreement at the time of such termination, then such termination shall not affect the rights and remedies of the non-defaulting party against the defaulting party. 4. Seller’s Delivery of Real Property and Formation Documents. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the following items (collectively, the “Property Documents”): (a) Such proof of Sellers’ authority and authorization to enter into this Agreement and to consummate this transaction as may be reasonably requested by Buyer and the Title Company consistent with the terms of this Agreement , including without limitation approval of the Oversight Board of the sale of the Real Property by Seller to Buyer. In addition, Seller shall cause Escrow Holder to obtain and deliver to Buyer a Natural Hazard Report as provided for under Sections 1102 and 1103 of the California Civil Code (the “Natural Hazard Report”) on or before the Soil and Title Contingency Date. 5. Buyer’s Right of Entry. From and after the Opening of Escrow through the earlier to occur of the termination of this Agreement or the Soil and Title Contingency Date, or as otherwise 16.f Packet Pg. 450 Attachment: H&ED.Ramona Ave.Exhibit D (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) 5 agreed in writing by Seller prior to entry is effected, Buyer and Buyer’s employees, agents, consultants and contractors shall have the right to enter upon the Real Property during normal business hours, provided reasonable prior notice has been given to Seller. (a) Investigation of the Real Property. In addition to the foregoing, the Buyer shall have the right, at its sole cost and expense, prior to the Soil and Title Contingency Date, to engage its own environmental consultant (the “Environmental Consultant”) to make such investigations as Buyer deems necessary or appropriate, including any “Phase 1” or “Phase 2” investigations of the Real Property. If, based upon such evaluation, inspections, tests or investigation, Buyer determines that it, in its discretion, does not wish to proceed with purchase of the Real Property based upon the condition of the Real Property, Buyer may cancel this Agreement by giving written notice of termination to Seller on or before the Soil and Title Contingency Date which specifically references this Section 5. If Buyer does not cancel this Agreement by the time allowed under this Section 5, Buyer shall be deemed to have approved the evaluation, inspections and tests as provided herein and to have elected to proceed with this transaction on the terms and conditions of this Agreement. Buyer shall provide a copy to the Seller of all reports and test results provided by Buyer’s Environmental Consultant promptly after receipt by the Buyer of any such reports and test results without any representation or warranty as to their accuracy or completeness. Buyer shall bear all costs, if any, associated with restoring the Real Property to substantially the same condition prior to its testing by or on behalf of Buyer if requested to so do by Seller but excluding any latent defects or Hazardous Materials (as defined below) discovered by Buyer during its investigation of the Real Property. Buyer agrees to indemnify, protect, defend (with counsel satisfactory to Seller) and hold Seller and the Real Property free and harmless from and against all costs, claims, losses, liabilities, damages, judgments, actions, demands, attorneys’ fees or mechanic’s liens arising out of or resulting from any entry or activities on the Real Prop erty by Buyer, Buyer’s agents, contractors or subcontractors and the contractors and subcontractors of such agents, but in no event shall the indemnity of this Section include the discovery of pre -existing conditions by Buyer or any such liabilities, costs, etc. arising from the negligence or willful misconduct of Seller and/or its consultants. The indemnity obligations of Buyer set forth in this Section 5(a) shall survive any termination of this Agreement or the Close of Escrow. “Hazardous Materials” means any substance, material, or waste which is or becomes regulated by any local governmental authority, the County, the State of California, regional governmental authority, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste,” or “restricted hazardous waste” under Sections 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as a “hazardous substance” under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) defined as a “hazardous material,” “hazardous substance,” or “hazardous waste” under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a “hazardous substance” under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) friable asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as “hazardous” or “extremely hazardous” pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as “hazardous substances” pursuant to Section 311 of the Clean Water Act (33 U.S.C. §1317), (x) defined as a “hazardous waste” purs uant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq. (42 U.S.C. 16.f Packet Pg. 451 Attachment: H&ED.Ramona Ave.Exhibit D (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) 6 §6903) or (xi) defined as “hazardous substances” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §9601 et seq. (b) No Warranties as to the Real Property. The physical condition and possession of the Real Property, is and shall be delivered from Seller to Buyer in an “as is” condition, with no warranty expressed or implied by Seller, including wit hout limitation, the presence of Hazardous Materials or the condition of the soil, its geology, the presence of known or unknown seismic faults, or the suitability of the Real Property for development purposes. In addition, Seller makes no representations, warranties or assurances concerning the Real Property, its suitability for any particular use or with regard to the approval process for entitlements as to the Real Property. (c) Buyer Precautions after Closing. Upon and after the Closing, Buyer shall take all necessary precautions to prevent the release into the environment of any Hazardous Materials which are located in, on or under the Real Property. Such precautions shall include compliance with all laws, ordinances, statutes, codes, rules, regulations, orders, and decrees of the United States, the state, the County, the City, or any other political subdivision in which the Real Property is located, and of any other political subdivision, agency, or instrumentality exercising jurisdiction over the Real Property (“Governmental Requirements”) with respect to Hazardous Materials. 6. Buyer’s Conditions Precedent and Termination Right. (a) Conditions Precedent. The Closing and Buyer’s obligation to consummate the purchase of the Real Property under this Agreement are subject to the timely satisfaction or written waiver of the following conditions precedent (collectively, “Buyer’s Contingencies”), which are for Buyer’s benefit only. (i) Title Review. Within twenty (20) calendar days after the Opening of Escrow, Seller shall cause the Title Company to deliver to Buyer a preliminary title report (the “Report”) describing the title to the Real Property, together with copies of the plotted easements and the exceptions (the “Exceptions”) set forth in the Report; provided that the cost of the Report shall be borne by Seller. Seller acknowledges that the Buyer’s Title Policy shall include an endorsement against the effect of any mechanics’ liens; Seller will provide such indemnity or other assurances as necessary to induce the Title Company to provide such endorsement. On or before the Soil and Title Contingency Date, Buyer shall have approved in writing, in Buyer’s sole discretion, any matters of title disclosed by the following (collectively, the “Title Documents”): (i) the Report; (ii) the Exceptions; (iii) the legal description of the Real Property and (iv) any survey Buyer desires to obtain at Buyer’s sole cost and expense. Buyer shall have the same rights to approve or disapprove any exceptions to title that are not create d by Buyer and that come into existence after issuance of the Report but prior to Closing. Seller shall, on or before the Closing, remove all deeds of trust, mortgages, and delinquent taxes (but not the lien for any real property taxes or assessments not yet delinquent). (ii) Buyer’s Title Policy. On or before the Closing, the Title Company shall, upon payment (by Buyer) of the Title Company’s premium, have agreed to issue to Buyer, a standard ALTA owner’s policy of title insurance insuring only as to matters of record title (“Standard Buyer’s Title Policy”) in the amount of the Purchase Price showing fee title to the Real Property vested solely in Buyer and subject only to the (i) the standard, preprinted exceptions to Buyer’s Title Policy; (ii) liens to secure payment of real estate taxes or assessments not yet delinquent; (iii) matters affecting the Real Property created by or with the written consent of Buyer; and (iv) those matters 16.f Packet Pg. 452 Attachment: H&ED.Ramona Ave.Exhibit D (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) 7 specifically approved in writing by Buyer. Buyer shall have the right, at its sole cost and expense, to obtain coverage beyond that offered by a Standard Buyer’s Title Policy (such as an owner’s extended coverage ALTA policy); provided, however, that Buyer’s ability to obtain such extended coverage shall not be a Buyer’s Contingency and Buyer’s obligations hereunder shall in no way be conditioned or contingent upon obtaining such extended coverage. Buyer shall have sole responsibility for obtaining, and bearing the cost of, any endorsements and for any survey or other matters required by the Title Company for such extended coverage. In the event Buyer enters into a loan agreement to generate moneys to purchase the Real Property from Seller under this Agree ment, Buyer and not Seller shall be responsible for the title insurance, closing costs and any other costs, fees or expenses in relation to Buyer obtaining such loaned moneys. The sale shall be all cash to Seller. (iii) Physical and Legal Inspections and Studies. On or before Soil and Title the Contingency Date, Buyer shall have approved in writing, in Buyer’s sole and absolute discretion, the results of any physical and legal (but not feasibility or economic) inspections, investigations, tests and studies Buyer elects to make or obtain, including, but not limited to, investigations with regard to zoning, building codes and other governmental regulations; engineering tests; soils, seismic and geologic reports; environmental audits, inspections and studies; environmental investigation or other invasive or subsurface testing; and any other physical or legal inspections and/or investigations as Buyer may elect to make or obtain. (iv) Natural Hazard Report. Seller shall cause the Escrow Holder to provide to Buyer prior to the Soil and Title Contingency Date the Natural Hazard Report described at Section 8(a)(iii) of this Agreement; provided that Seller shall bear the cost to prepare such Natural Hazard Report. (v) Property and Formation Documents. On or before the Soil and Title Contingency Date, Buyer shall have approved in writing, in Buyer’s reasonable discretion, the terms, conditions and status of all of the Property Documents. (vi) Delivery of Documents. Seller’s delivery of all documents described in Section 8, below. (vii) Representations and Warranties. All representations and warranties of Seller contained in this Agreement shall be materially true and correct as of the date made and as of the Closing. (viii) Title Company Confirmation. The Title Company shall have confirmed that it is prepared to issue the Buyer’s Title Policy consistent with the provisions of this Agreement. (ix) Oversight Board and DOF Approval. The Oversight Board and, if required as a condition of the issuance of title insurance or by either party hereto, app roval by DOF, shall have been given as to the disposition of the Real Property by Seller to Buyer under this Agreement. (x) No Default. As of the Closing, Seller shall not be in default in the performance of any material covenant or agreement to be performed by Seller under this Agreement. 16.f Packet Pg. 453 Attachment: H&ED.Ramona Ave.Exhibit D (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) 8 (b) Termination Right. Each of (i), (ii) and (iii) shall operate independently and each shall entitle Seller to terminate this Agreement, as follows: (i) If the Independent Consideration Amount is not paid by Buyer to Seller by the time set forth therefor in Section 3(b)(i) of this Agreement, then this Agreement shall terminate upon Seller giving notice thereof to Buyer; (ii) If any of Buyer’s Contingencies are not met by the Closing Contingency Date, and Seller so informs Buyer, Buyer may, by written notice to Seller, terminate this Agreement. If this Agreement is so terminated, then (except to the extent expressly allocated to one party hereto by this Agreement) any escrow, title or other cancellation fees shall be paid by Buyer, unle ss Seller is in default hereunder, in which case Seller shall pay all such fees. If the Agreement has not been terminated pursuant to (i) or (ii) of this Section 6(b) and Buyer has not terminated this Agreement in writing (“Termination Notice”) on or before 5:00 p.m. on the Monday preceding the scheduled Closing (“Termination Notice Deadline”), then all such Buyer’s Contingencies shall be deemed to have been satisfied and this Agreement shall continue pursuant to its terms. If Buyer has not delivered a Termination Notice as the items set forth in Sections 6(a)(i)-(xi) inclusive, prior to the Termination Notice Deadline, such Buyer’s Contingencies shall be deemed to have been satisfied. If this Agreement is terminated, then (except to the extent expressly a llocated to one party hereto by this Agreement) any escrow, title or other cancellation fees shall be paid by Buyer, unless Seller is in default hereunder, in which case Seller shall pay all such fees. (c) Seller’s Cure Right. Buyer shall notify Seller, in Buyer’s Termination Notice, of Buyer’s disapproval or conditional approval of any Title Documents. Seller shall then have the right, but not the obligation, to (i) remove from title any disapproved or conditionally approved Exception(s) (or cure such other title matters that are the basis of Buyer’s disapproval or conditional approval of the Title Documents) within five (5) business days after Seller’s receipt of Buyer’s Termination Notice, or (ii) provide assurances reasonably satisfactory to Buyer that suc h Exception(s) will be removed (or other matters cured) on or before the Closing. With respect to any such Exception, it shall be sufficient for purposes hereof for Seller to commit in writing, within the applicable period, to remove such Exception at or before the Closing. Seller’s failure to remove such Exception after committing to do so shall be a default hereunder. An Exception shall be deemed removed or cured if Seller furnishes Buyer with evidence that the Title Company will issue the Buyer’s Titl e Policy, as defined herein, at the Closing deleting such Exception or providing an endorsement (at Seller’s expense) reasonably satisfactory to Buyer concerning such Exception. If Seller cannot or does not remove or agree to remove any of the disapproved Exception(s) (or cure other matters) within such five (5) business day period, Buyer shall have three (3) business days after the expiration of such five (5) business day period to give Seller written notice that Buyer elects to proceed with the purchase of the Real Property subject to the disapproved Title Document(s), it being understood that Buyer shall have no further recourse against Seller for such disapproved Title Exception(s). 7. Seller’s Conditions Precedent and Termination Right. The Closing and Seller’s obligations with respect to the transaction contemplated by this Agreement are subject to the timely satisfaction or written waiver of the following condition precedent (“Seller’s Contingencies”), which are for Seller’s benefit only: 16.f Packet Pg. 454 Attachment: H&ED.Ramona Ave.Exhibit D (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) 9 (a) Completion of Title Review. Seller shall have received written confirmation from Buyer on or before the Soil and Title Contingency Date that Buyer has completed its review of title and that the condition of title satisfactory. (b) Confirmation Concerning Site. Seller shall have received written confirmation from Buyer on or before the Soil and Title Contingency Date that Buyer has reviewed the condition of the Real Property, including without limitation concerning Hazardous Materials, zoning and suitability, and approves the condition of the Real Property. (c) Confirmation Regarding Buyer’s Title Policy. Seller shall have received written confirmation from Buyer on or before the Soil and Title Contingency Date that Buyer has approved a pro forma title policy. (d) Liens. Seller shall have obtained the consent of any lien holder to the release of such liens prior to or concurrent with closing. (e) Oversight Board and DOF Approval. The approval by the Oversight Board and DOF shall have been given as to the disposition of the Real Property by Seller to Buyer under this Agreement. (f) Delivery of Documents. Buyer’s delivery of all documents described in Section 9(a), below. Should any of Buyer’s Contingencies not be met by the respective times set forth for the satisfaction for such contingency (and without regard to whether all such contingencies have been removed or satisfied) and Buyer has so informed Seller, Seller may, by written notice to Buyer, terminate this Agreement; such termination rights shall be in addition to those termination rights of Seller as set forth in Section 6. If this Agreement is so terminated, then (except to the extent expressly allocated to one party hereto by this Agreement) any escrow, title or other cancellation fees shall be paid by Buyer. 8. Seller’s Deliveries to Escrow Holder. (a) Seller’s Delivered Documents. At least one (1) business day prior to the Closing Date, Seller shall deposit or cause to be deposited with Escrow Holder the following items, duly executed and, where appropriate, acknowledged (“Seller’s Delivered Items”): (i) Deed. The Deed. (ii) FIRPTA/Tax Exemption Forms. The Transferor’s Certification of Non-Foreign Status in the form attached hereto as Exhibit C (the “FIRPTA Certificate”), together with any necessary tax withholding forms, and a duly executed California Form 593-C, as applicable (the “California Exemption Certificate”). (iii) Hazard Disclosure Report. Unless earlier delivered to Buyer, Seller shall cause Escrow Holder to obtain and deliver to Buyer, at Seller’s cost, a Natural Hazard Report as provided for under Sections 1102 and 1103 of the California Civil Code (the “Natural Hazard Report”) before the Closing. 16.f Packet Pg. 455 Attachment: H&ED.Ramona Ave.Exhibit D (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) 10 (iv) Possession of Real Property. Possession of the Real Property free of any tenancies or occupancy. (v) Authority. Such evidence of Seller’s authority and authorization to enter into this Agreement and to consummate this transaction as may be reasonably requested by Buyer and the Title Company which are consistent with the terms of this Agreement . (vi) Further Documents or Items. Any other documents or items reasonably required to close the transaction contemplated by this Agreement as determined by the Title Company which are consistent with the terms of this Agreement. (b) Failure to Deliver. Should any of Seller’s Delivered Items not be timely delivered to Escrow, Buyer may, by written notice to Seller, terminate this Agreement; provided, however, that Buyer may (but shall not be obligated t o) in such notice provide Seller with five (5) business days to deliver all of Seller’s Delivered Items. If Buyer’s notice provides Seller such five (5) business days to deliver Seller’s Delivered Items, and if Seller’s Delivered Items are not delivered within such period, then this Agreement shall automatically terminate without further action or notice. In the event of any such termination, any cash deposited by Buyer shall immediately be returned to Buyer. Under no circumstances shall Buyer have any r esponsibility to or duty to pay consultants or real estate brokers retained by Seller, Seller being solely responsible in connection with any such contractual arrangements of Seller. 9. Buyer’s Deliveries to Escrow. At least one (1) business day prior to the Closing Date, Buyer shall deposit or cause to be deposited with Escrow Holder the following, each duly executed and acknowledged, by Buyer as appropriate (“Buyer’s Delivered Items”): (a) Purchase Price. The Purchase Price, less amounts which Seller confirms in writing to Escrow Holder were theretofore paid to Seller as the Independent Consideration Amount, together with additional funds as are necessary to pay Buyer’s closing costs set forth in Section 10(b) herein. In the event Seller does not qualify for a n exemption from California withholding tax under Section 18662 of the California Revenue and Taxation Code, as evidenced by the delivery at Closing of the California Exemption Certificate duly executed by Seller, Title Company shall withhold three and one-third percent (3-1/3%) of the Purchase Price on behalf of Buyer for payment to the California Franchise Tax Board in accordance with Section 11(b) hereof. In the event Seller is not exempt from such withholding or does not otherwise deliver the California Exemption Certificate at Closing, Buyer shall execute and deliver three (3) originals of California Form 593 to Title Company at or immediately after Closing. (b) Change of Ownership Report. One (1) original Preliminary Change of Ownership Report. (c) Final Escrow Instructions. Buyer’s final written escrow instructions to close escrow in accordance with the terms of this Agreement. (d) Authority. Such proof of Buyer’s authority and authorization to enter into this Agreement and to consummate the transaction contem plated hereby as may be reasonably requested by Seller or the Title Company. 16.f Packet Pg. 456 Attachment: H&ED.Ramona Ave.Exhibit D (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) 11 (e) Moneys for Buyer’s Real Estate Broker. Buyer shall deposit any moneys due and payable to Buyer’s Real Estate Broker in connection with the sale of the Real Property. (f) Further Documents or Items. Any other documents or items reasonably required to close the transaction contemplated by this Agreement as determined by the Title Company. 10. Costs and Expenses. (a) Seller’s Costs. If the transaction contemplated by this Agreement is consummated, then Seller shall be debited for and bear the following costs: (i) costs and charges associated with the removal of encumbrances; (ii) Seller’s share of prorations; (iii) the premium for a Standard Buyer’s Title Policy with coverage in the amount of the Purchase Price; (iv) documentary recording fees, if any; (v) documentary transfer tax, if any; (vi) The Seller’s Real Estate Broker’s Commission of Two Thousand Nine Hundred Seventy Dollars and Fifty Cents ($2,970.50) which the parties acknowledge and agree that at Close of Escrow, Seller shall pay Seller’s Real Estate Broker’s Commission for sale of the Property in accordance with Seller’s listing agreement with Seller’s Real Estate Broker and that the broker's commission shall be divided equally between Buyer's Real Estate Broker and Seller's Real Estate Broker; (vii) one half of the escrow charges; and (viii) costs, if any, allocable to Seller under this Agreement and costs for such services as Seller may additionally request that Escrow perform on its behalf (which foregoing items collectively constitute “Seller’s Costs and Debited Amounts”). (b) Buyer’s Costs. If the transaction contemplated by this Agreement is consummated, then Buyer shall bear the following costs and expenses: (i) the Escrow Holder’s fee; (ii) Buyer’s share of prorations, (iii) the premium for title insurance other than or in excess of a Standard Buyer’s Title Policy based on the Purchase Price, and, if applicable, the cost for any survey required in connection with the delivery of an ALTA owner’s extended coverage policy of title insurance; (iv) one half of escrow charges; (v) recording and other costs of closing; (vi) costs, if any, for such services as Buyer may additionally request that Escrow perform on its behalf; and (vii) any costs associated with Buyer borrowing money in order to pay to Seller the Purchase Price (collectively, “Buyer’s Costs and Debited Amounts”). (c) Generally. Each party shall bear the costs of its own attorneys, consultants, and real estate brokers, other than broker’s commission, in connection with the negotiation and preparation of this Agreement and the consummation of the transaction contemplated hereby. The parties acknowledge and agree that at Close of Escrow, Seller shall pay Seller’s Real Estate Broker’s Commission for sale of the Property in accordance with Seller’s listing agreement with Seller’s Real Estate Broker and that the broker's commission shall be divided equally between Buyer's Real Estate Broker and Seller's Real Estate Broker. 11. Prorations; Withholding. (a) All revenues (if any) and expenses relating to the Real Property (including, but not limited to, property taxes, utility costs and expenses, water charges and sewer rents and refu se collection charges) shall be prorated as of the Closing Date; provided that all delinquent taxes shall be satisfied at the expense of Seller. Not less than five (5) business days prior to the Closing, Seller shall deliver to Buyer a tentative schedule of prorations for Buyer’s approval (the “Proration and Expense Schedule”). If any prorations made under this Section shall require final adjustment after the Closing, then the parties shall make the appropriate adjustments promptly when accurate 16.f Packet Pg. 457 Attachment: H&ED.Ramona Ave.Exhibit D (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) 12 information becomes available and either party hereto shall be entitled to an adjustment to correct the same. Any corrected or adjustment proration shall be paid promptly in cash to the party entitled thereto. (b) In the event Seller does not qualify for an exemption from California withholding tax under Section 18662 of the California Revenue and Taxation Code (the “Tax Code”) as evidenced by the delivery to Buyer at Closing of the California Exemption Certificate duly executed by Seller, (i) Title Company shall withhold three and one-third percent (3-1/3%) of the Purchase Price on behalf of Buyer at Closing for payment to the California Franchise Tax Board in accordance with the Tax Code, (ii) Buyer shall deliver three (3) duly executed copies of California Form 593 to Title Company at or immediately after Closing, (iii) two (2) copies of California Form 593 shall be delivered by Title Company to Seller, and (iv) on or before the 20th day of the month following the month title to the Real Property is transferred to Buyer (as evidenced by the recording of the Grant Deed), Title Company shall remit such funds withheld from the Purchase Price, together with one (1) copy of California Form 593 to the California Franchise Tax Board on behalf of Buyer. Buyer and Seller hereby appoint Title Company as a reporting entity under the Tax Code, authorized to withhold and remit the withholding tax contemplated under the Tax Code, together with such other documents required by the Tax Code (including, without limitation, California Form 593), to the California Franchise Tax Board. 12. Closing Procedure. When the Title Company is unconditionally prepared (subject to payment of the premium therefor) to issue the Buyer’s Title Policy and all required documents and funds have been deposited with Escrow Holder, Escrow Holder shall immediately close Escrow in the manner and order provided below. (a) Recording. Escrow Holder shall cause the Deed to be recorded pursuant to applicable law in the county in which the Real Property is located and obtain conformed copies thereof for distribution to Buyer and Seller. (b) Disburse Funds. Escrow Holder shall debit or credit (as provided herein) all Buyer’s Costs and Debited Amounts, Seller’s Costs and Debited Amounts and General Expenses, prorate matters and withhold funds as provided herein. The Purchase Price, less any applicable debits or credits (including any liens as to which such liens and the amount to satisfy such liens shall have been confirmed in writing by Seller to Escrow Holder) shall be distributed by check payable to Seller unless Escrow Holder is instructed otherwise in writing signed by Seller (and, in such event, in accordance with such instructions). Seller authorizes Escrow Holder to request demands for payment and to make such payments from the Purchase Price (or such other funds, if any, as are advanced by Seller) to defray the cost of removing deeds of trust, liens and other encumbrances (but not for obligations of Buyer). Escrow Holder shall disburse on behalf of Buyer such moneys as are deposited by Buyer (in addition to the Purchase Price and Buyer’s share of closing costs) as the commission for Buyer’s Real Estate Broker (unless Buyer’s Real Estate Broker shall deliver a written statement to Escrow Holder which indicates that Buyer has arranged to pay Buyer’s Real Estate Broker outside escrow and that payment of such remuneration is a matter with respect to which Escrow Holder and Seller need not be concerned). (c) Documents to Seller. Escrow Holder shall deliver to Seller a conformed copy of the Deed, and documents, if any, recorded on behalf of any lender, as duly recorded among the official land records of the County of San Bernardino, and a copy of each other document (or copies thereof) deposited into Escrow by Buyer pursuant hereto. 16.f Packet Pg. 458 Attachment: H&ED.Ramona Ave.Exhibit D (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) 13 (d) Documents to Buyer. Escrow Holder shall deliver to Buyer the original FIRPTA Certificate, the original California Exemption Certificate (as applicable), and a conformed copy of each of the Deed as duly recorded among the official land records of the County of San Bernardino, the Natural Hazard Report, and each other document (or copies thereof) deposited into Escrow by Seller pursuant hereto, including, without limitation, those documents referenced in Section 8. (e) Title Company. Escrow Holder shall cause the Title Company to issue the Buyer’s Title Policy to Buyer. (f) Closing Statement. Escrow Holder shall forward to both Buyer and Seller a separate accounting of all funds received and disbursed for each party. (g) Informational Reports. Escrow Holder shall file any information reports required by Internal Revenue Code Section 6045(e), as amended. (h) Possession. Possession of the Real Property shall be delivered to Buyer at the Closing. 13. Representations and Warranties. (a) Seller’s Representations and Warranties. In consideration of Buyer entering into this Agreement and as an inducement to Buyer to purchase the Real Property, Seller makes the following representations and warranties as of the Effective Date and as of the Closing, each of which is material and is being relied upon by Buyer (and the truth and accuracy of which shall constitute a condition precedent to Buyer’s obligations hereunder), and all of which are material inducements to Buyer to enter into this Agreement (and but for which Buyer would not have entered into this Agreement) and shall survive Closing; provided that each of the representations and warranties of Seller is based upon the information and belief of the Executive Director of the Successor Agency: (i) Seller believes that it has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated subject to the approval of the Oversight Board and, as may be applicable, DOF. (ii) Subject to the approval of the Oversight Board and, as may be applicable, DOF, Seller believes that all requisite action (corporate, trust, partnership or otherwise) has been taken by Seller in connection with entering into this Agreement and the instruments referenced herein; and, by the Closing, all such necessary action will have been taken to authorize the consummation of the transaction contemplated hereby. (iii) Subject to the approval of the Oversight Board and, as may be applicable, DOF, the individual executing this Agreement and the instruments referenced herein on behalf of Seller has the legal power, right and actual authority to bind Seller to the terms and conditions hereof and thereof. (iv) Seller believes that neither the execution or delivery of this Agreement or the documents or instruments referenced herein, nor incurring the obligations set forth herein, nor the consummation of the transaction contemplated herein, nor com pliance with the terms of this Agreement or the documents or instruments referenced herein or therein conflict with or result in the 16.f Packet Pg. 459 Attachment: H&ED.Ramona Ave.Exhibit D (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) 14 material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, lease or other agreement or instrument to which Seller is a party or that affect the Real Property, including, but not limited to, any of the Title Documents or the Property Documen ts. (v) There is no pending litigation nor, to the best of Seller’s knowledge, threatened litigation, which does or will adversely affect the right of Seller to convey the Real Property. There are no claims which have been received by Seller that have not bee n disclosed to Buyer. (vi) Seller has made no written or oral commitments to or agreements with any governmental authority or agency materially and adversely affecting the Real Property, or any part hereof, or any interest therein, which will survive the Closing. (vii) There are no leases or rental agreements in effect as to the Real Property. (viii) Seller is not in default of its obligations under any contract, agreement or instrument to which Seller is a party pertaining to the Real Property. (ix) There are no mechanics’, materialmen’s or similar claims or liens presently claimed or which will be claimed against the Real Property for work performed or commenced for Seller or on Seller’s behalf prior to the date of this Agreement. (x) There are no undisclosed contracts, licenses, commitments, undertakings or other written or oral agreements for services, supplies or materials concerning the use, operation, maintenance, or management of the Real Property that will be binding upon Buyer or the Real Property after the Closing. There are no oral contracts or other oral agreements for services, supplies or materials, affecting the use, operation, maintenance or management of the Real Property. (xi) There are not as of the Effective Date, nor will there be as of the Closing, any written or oral leases or contractual right or option to lease, purchase, or otherwise enjoy possession, rights or interest of any nature in and to the Real Property or any part thereof, and no person other than Buyer shall have any right of possession to the Real Property or any part thereof as of the Closing. (xii) No person, excepting Seller, has possession or any rights to possession of the Real Property or portion thereof. (b) Subsequent Changes to Seller’s Representations and Warranties. If, prior to the Closing, Buyer or Seller should learn, discover or become aware of any existing or new item, fact or circumstance which renders a representation or warranty of Seller set forth herein incorrect or untrue in any respect (collectively, the “Seller Representation Matter”), then the party who has learned, discovered or become aware of such Representation Matter shall promptly give written notice thereof to the other party and Seller’s representations and warranties shall be automatically limited to account for the Representation Matter. Buyer shall have the right to approve or disapprove any such change and to terminate this Agreement by written notice to Seller if Buyer reasonably disapproves any such change. If Buyer does not elect to terminate this Agreement, Seller’s representation shall be 16.f Packet Pg. 460 Attachment: H&ED.Ramona Ave.Exhibit D (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) 15 qualified by such Seller Representation Matter and Seller shall have no obligation to Buyer for such Seller Representation Matter. (c) Buyer’s Representations and Warranties. In consideration of Seller entering into this Agreement and as an inducement to Seller to sell the Real Property, Buyer makes the following representations and warranties as of the date hereof and at and as of the Closing, each of which is material and is being relied upon by Seller (and the truth and accuracy of which sha ll constitute a condition precedent to Seller’s obligations hereunder), and all of which shall survive Closing: (i) Buyer has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transac tion contemplated hereby. (ii) All requisite action has been taken by Buyer in connection with entering into this Agreement and the instruments referenced herein; and, by the Closing, all such necessary action will have been taken to authorize the consummation of the transaction contemplated hereby. (iii) The individuals executing this Agreement and the instruments referenced herein on behalf of Buyer have the legal power, right and actual authority to bind Buyer to the terms and conditions hereof and thereof. (iv) Neither the execution and delivery of this Agreement and the documents and instruments referenced herein, nor incurring the obligations set forth herein, nor the consummation of the transaction contemplated herein, nor compliance with the terms of this Agreement and the documents and instruments referenced herein conflict with or result in the material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreement or instrument to which Buyer is a party or by which any of Buyer’s properties are bound. (d) Subsequent Changes to Buyer’s Representations and Warranties . If, prior to the Closing, Seller or Buyer should learn, discover or become aware of any existing or new item, fact or circumstance which renders a representation or warranty of Buyer set forth herein incorrect or untrue in any respect (collectively, the “Buyer’s Representation Matter”), then the party who has learned, discovered or become aware of such Buyer’s Representation Matter shall promptly give written notice thereof to the other party and Buyer’s representations and warranties shall be automatically limited to account for the Buyer’s Representation Matter. Seller shall have the right to approve or disapprove any such change and to terminate this Agreement by written notice to Buyer if Seller reasonably disapproves any such change. If Seller does not elect to terminate this Agree ment, Buyer’s representation shall be qualified by such Buyer’s Representation Matter and Buyer shall have no obligation to Seller for such Buyer’s Representation Matter. 14. Fair Value Price. Each of Buyer and Seller believe that the Purchase Price represents a fair value price for the Real Property. At such time as Buyer makes improvements to the Real Property, the costs for planning, designing, and constructing such improvements shall be bor ne exclusively by the Buyer and the Buyer shall construct or cause to be constructed such improvements in compliance with all the zoning, planning and design review requirements of the San Bernardino 16.f Packet Pg. 461 Attachment: H&ED.Ramona Ave.Exhibit D (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) 16 Municipal Code, and all nondiscrimination, labor standard, and wage rate requirements to the extent such labor and wage requirements are applicable. Buyer, including but not limited to its contractors and subcontractors, shall be responsible to comply with Labor Code Section 1720, et seq., if applicable, and its implementing regulations, regarding the payment of prevailing wages (the “State Prevailing Wage Law”), if applicable, and, if applicable, federal prevailing wage law (“Federal Prevailing Wage Law” and, together with State Prevailing Wage Law, “Prevailing Wage Laws”) with regard to the construction of improvements to the Real Property, but only if and to the extent such sections are applicable to the development of the Real Property. Insofar as the parties understand that Buyer is paying a fair market price for the Real Property, the parties believe that the payment of prevailing wages will not be required. In any event, Buyer shall be solely responsible for determining and effectuating compliance with the Prevailing Wage Laws, neither the Seller nor the City makes any final representation as to the applicability or non-applicability of the Prevailing Wage Laws to improvements to the Real Property, or any part thereof. Buyer hereby releases from liability, and agrees to indemnify, defend, assume all responsibility for and hold each of the Seller and the City, and their respective officers, employees, agents and representatives, harmless from any and all claims, demands, actions, suits, proceedings, fines, penalties, damages, expenses resulting from, arising out of, or based upon Buyer’s acts or omissions pertaining to the compliance with the Prevailing Wage Laws as to the Real Property. This Section 14 shall survive Closing. 15. General Provisions. (a) Condemnation. If any material portion of the Real Property shall be taken or appropriated by a public or quasi-public authority exercising the power of eminent domain, Buyer shall have the right, at its option, to (i) terminate this Agreement or (ii) proceed with the purchase of the Real Property and receive all of the award or payment made in connection with such taking. (b) Notices. All notices, demands, requests or other communications required or permitted hereunder (collectively, “Notices”) shall be in writing, shall be addressed to the receiving party as provided in the Basic Terms section above, and shall be personally delivered, sent by overnight mail (Federal Express or another carrier that provides receipts for all deliveries), sent by certified mail, postage prepaid, return receipt requested, or sent by fac simile transmission (provided that a successful transmission report is received). All Notices shall be effective upon receipt at the appropriate address. Notice of change of address shall be given by written notice in the manner detailed in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no Notice in accordance with this Section was given shall be deemed to constitute receipt of such Notice. The providing of copies of Notices to the part ies’ respective counsels is for information only, is not required for valid Notice and does not alone constitute Notice hereunder. (c) Brokers. Seller assumes sole responsibility for any consultants or brokers (“Seller’s Agents”) it may have retained in conne ction with the sale of the Real Property (and Buyer shall have no responsibility in connection with such matters). Seller represents that it has engaged Keller Williams Realty as “Seller’s Real Estate Broker” and that Seller shall be solely responsible fo r any commission, cost, fee or compensation of any kind due to Seller’s Real Estate Broker. Seller represents to Buyer that Seller has not engaged any consultants, finders or real estate brokers other than Seller’s Real Estate Broker in connection with the sale of the Real Property to the Buyer, and there are no brokerage commission, finder’s fee or other compensation of any kind due or owing to 16.f Packet Pg. 462 Attachment: H&ED.Ramona Ave.Exhibit D (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) 17 any person or entity in connection with this Agreement other than Seller’s costs with respect to the Seller’s Real Estate Broker Commission. Seller agrees to and does hereby indemnify and hold the Buyer free and harmless from and against any and all costs, liabilities or causes of action or proceedings which may be instituted by any broker, agent or finder, license d or otherwise, claiming through, under or by reason of the conduct of the Seller in connection with this Agreement. Buyer assumes sole responsibility for any consultants or brokers (“Buyer’s Agents”) it may have retained in connection with the purchase of the Real Property. Buyer represents that it has engaged Janice Glenn McEntee as “Buyer’s Real Estate Broker” and other than the portion of the Seller’s Real Estate Broker’s Commission that is payable to the Buyer’s Real Estate Broker per Section 10(a) o f this Agreement, Buyer shall be solely responsible for any other cost, fee or compensation of any kind due to Buyer’s Real Estate Broker, if any. Buyer represents to Seller that Buyer has not engaged any consultants, finders or real estate brokers other than Buyer’s Real Estate Broker in connection with the sale of the Real Property to the Buyer, and there are no brokerage commission, finder’s fee or other compensation of any kind due or owing to any person or entity in connection with this Agreement. Buyer agrees to and does hereby indemnify and hold the Seller free and harmless from and against any and all costs, liabilities or causes of action or proceedings which may be instituted by any broker, agent or finder, licensed or otherwise, claiming through, under or by reason of the conduct of the Buyer in connection with this Agreement. The Parties acknowledge and agree that Buyer has been represented in this transaction by Janice Glenn McEntee as “Buyer’s Real Estate Broker.” At Close of Escrow, Seller shall pay Seller’s Real Estate Broker’s Commission for sale of the Property in accordance with Seller’s listing agreement with Seller’s Real Estate Broker. The broker's commission shall be divided equally between Buyer's Real Estate Broker and Seller's Real Estate Broker. (d) Waiver, Consent and Remedies. Each provision of this Agreement to be performed by Buyer and Seller shall be deemed both a covenant and a condition and shall be a material consideration for Seller’s and Buyer’s performance hereunder, as appropriate, and any breach thereof by Buyer or Seller shall be deemed a material default hereunder. Either party may specifically and expressly waive in writing any portion of this Agreement or any breach thereof, but no such waiver shall constitute a further or continuing waiver of a preceding or succeeding breach of the same or any other provision. A waiving party may at any time thereafter require further compliance by the other party with any breach or provision so waived. The consent by one party to any act by the other for which such consent was required shall not be deemed to imply consent or waiver of the necessity of obtaining such consent for the same or any similar acts in the future . No waiver or consent shall be implied from silence or any failure of a party to act, except as otherwise specified in this Agreement. All rights, remedies, undertakings, obligations, options, covenants, conditions and agreements contained in this Agreement shall be cumulative and no one of them shall be exclusive of any other. Except as otherwise specified herein, either party hereto may pursue any one or more of its rights, options or remedies hereunder or may seek damages or specific performance in t he event of the other party’s breach hereunder, or may pursue any other remedy at law or equity, whether or not stated in this Agreement. (e) Cooperation. Buyer and Seller agree to execute such instruments and documents and to diligently undertake such actions as may be required in order to consummate the purchase and sale herein contemplated and shall use all reasonable efforts to accomplish the Closing in accordance with the provisions hereof and, following Closing. (f) Remedies. Without limitation as to the availability of other remedies, this Agreement may be enforced by an action for specific enforcement. 16.f Packet Pg. 463 Attachment: H&ED.Ramona Ave.Exhibit D (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) 18 (g) Time. Time is of the essence of every provision herein contained. In the computation of any period of time provided for in this Agreement or by law, the d ay of the act or event from which said period of time runs shall be excluded, and the last day of such period shall be included, unless it is a Saturday, Sunday, or legal holiday, in which case the period shall be deemed to run until 5:00 p.m. of the next day that is not a Saturday, Sunday, or legal holiday. Except as otherwise expressly provided herein, all time periods expiring on a specified date or period herein shall be deemed to expire at 5:00 p.m. on such specified date or period. (h) Counterparts; Facsimile Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. A facsimile signature shall be deemed an original signature. (i) Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validi ty of this Agreement or any provision hereof. (j) Obligations to Third Parties. City shall be deemed to be a third party beneficiary of this Agreement. Excepting only for the City, t he execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate any of the parties to this Agreement to, any person or entity other than the parties hereto. (k) Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. (l) Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. (m) Applicable Law. This Agreement shall be governed by and construed in accordance with the local law of the State of California. (n) Exhibits and Schedules. The exhibits and schedules attached hereto are incorporated herein by this reference for all purposes. (o) Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, including, without limitation, that certain Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate dated January 25, 2018, and contains the entire agreement between, and the final expression of, Buyer and Seller with respect to the subject matter hereof. The parties hereto expressly agree and confirm that this Agreement is executed without reliance on any oral or written statements, representations or promises of any kind which are not expressly contained in this Agreement. No subsequent agreement, representation or promise made by either party hereto, or by or to an employee, officer, agent or representative of either party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. (p) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the permitted successors and assigns of the parties hereto. 16.f Packet Pg. 464 Attachment: H&ED.Ramona Ave.Exhibit D (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) 19 (q) Assignment. Neither party may assign its rights under this Agreement without the prior consent of the other party. [signatures begin on the following page] 16.f Packet Pg. 465 Attachment: H&ED.Ramona Ave.Exhibit D (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) 20 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. “SELLER” SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, a public entity, corporate and politic By: Andrea M. Miller Executive Director “BUYER” THE FELIX FAMILY TRUST DATED 2008, RICARDO FELIX AND GRICELDA FELIX, TRUSTEES By: Name: Ricardo Felix, Trustee By: Name: Gricelda Felix, Trustee Approved as to form: Gary D. Saenz, City Attorney By: ____________________________ 16.f Packet Pg. 466 Attachment: H&ED.Ramona Ave.Exhibit D (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) Acceptance by Escrow Holder: Commonwealth Land and Title Company hereby acknowledges that it has received a fully executed copy of the foregoing Purchase and Sale Agreement and Joint Escrow Instructions by and between the Successor Agency to the Redevelopment Agency of the City of San Bernardino, a public entity, corporate and politic (“Seller”), and The Felix Family Trust Dated 2008, Ricardo Felix and Gricelda Felix, Trustees (“Buyer”) and agrees to act as Escrow Holder thereunder and to be bound by and strictly perform the terms thereof as such terms apply to Escrow Holder. Dated: _____________, 2018 COMMONWEALTH LAND AND TITLE COMPANY By: Name: Its: 16.f Packet Pg. 467 Attachment: H&ED.Ramona Ave.Exhibit D (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) A-1 EXHIBIT A LEGAL DESCRIPTION Address: 2355 Ramona Avenue APN: 0148-173-07 Lot 5, Tract No. 4101, as per plat recorded in Book 52, Page 39 of Maps in the City of San Bernardino, County of San Bernardino, State of California. 16.f Packet Pg. 468 Attachment: H&ED.Ramona Ave.Exhibit D (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) B-2 EXHIBIT B DEED NOT FOR SIGNATURE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Felix Family Trust Dated 2008, Ricardo Felix and Gricelda Felix, Trustees 6775 N. Escena St. San Bernardino, CA 92407 Attn: Ricardo Felix APN: 0148-173-07 [Space above for recorder.] DOCUMENTARY TRANSFER TAX $ ______ computed on the consideration or value of property conveyed; OR computed on the consideration or value less liens or encumbrances remaining at time of sale. Signature of Declarant or Agent determining tax - Firm Name GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the Successor Agency to the Redevelopment Agency of the City of San Bernardino, a public entity, corporate and politic (“Grantor”), hereby grants to the Felix Family Trust Dated 2008, Ricardo Felix and Gricelda Felix, Trustees (“Grantee”), that certain real property located in the County of San Bernardino, State of California, more particularly described on Attachment No. 1 attached hereto and incorporated herein by this reference (the “Property”), subject to existing easements, restrictio ns and covenants of record. IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of __________, 2018. SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO By: NOT FOR SIGNATURE Andrea M. Miller Executive Director 16.f Packet Pg. 469 Attachment: H&ED.Ramona Ave.Exhibit D (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) ATTACHMENT NO. 1 TO GRANT DEED TO EXHIBIT B ATTACHMENT NO. 1 TO GRANT DEED LEGAL DESCRIPTION Address: 2355 Ramona Avenue APN: 0148-173-07 Lot 5, Tract No. 4101, as per plat recorded in Book 52, Page 39 of Maps in the City of San Bernardino, County of San Bernardino, State of California. 16.f Packet Pg. 470 Attachment: H&ED.Ramona Ave.Exhibit D (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) 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 ) ) ss. COUNTY OF ____________ ) On _____________________________ , before me, _______________________________ , Notary Public, (Print Name of 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 up on 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 of Notary Public 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. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT Individual Corporate Officer __________________________________________ Title(s) __________________________________________ Title Or Type Of Document Partner(s) Limited General Attorney-In-Fact Trustee(s) Guardian/Conservator Other: ________________________________ Signer is representing: Name Of Person(s) Or Entity(ies) __________________________________________ __________________________________________ __________________________________________ Number Of Pages __________________________________________ Date Of Documents __________________________________________ Signer(s) Other Than Named Above 16.f Packet Pg. 471 Attachment: H&ED.Ramona Ave.Exhibit D (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) C-1 EXHIBIT C FIRPTA CERTIFICATE TRANSFEROR’S CERTIFICATE OF NON-FOREIGN STATUS To inform the Felix Family Trust Dated 2008, Ricardo Felix and Gricelda Felix, Trustees, (the “Transferee”), that withholding of tax under Section 1445 of the Internal Revenue Code of 1986, as amended (“Code”) will not be required upon the transfer of certain real property to the Transfer ee by the Successor Agency to the Redevelopment Agency of the City of San Bernardino (the “Transferor”), the undersigned hereby certifies the following: 1. The Transferor is not a foreign person or citizen, foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Code and the Income Tax Regulations promulgated thereunder); 2. The Transferor’s social security number or U.S. employer identification number is as follows: _________________. 3. The Transferor’s home or office address is: _________________________________________ _________________________________________ The Transferor understands that this certification may be disclosed to the Internal Revenue Service by the Transferee and that any false statement contained herein could be punished by fine, imprisonment or both. Under penalty of perjury, I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document. Successor Agency to the Redevelopment Agency of the City of San Bernardino 16.f Packet Pg. 472 Attachment: H&ED.Ramona Ave.Exhibit D (5562 : Purchase and Sale Agreement for the Real Property Located on 2355 North Ramona Avenue) 17.a Packet Pg. 473 Attachment: H&ED.Wall Ave. Report (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) as government use sites, seven (7) of which are designated as future development sites and twenty-one (21) of which were designated to be sold (the “Successor Agency Properties”). The Successor Agency is the owner of that certain real property located on 1256 Wall Avenue, San Bernardino, California (APN 0146-241-07) (the “Property”). W ithin the LRPMP, the Property is: (i) identified as Site No. 37; (ii) described as an approximately 0.17-acre vacant residential lot zoned Residential Medium; (iii) designated for sale; and (iv) more fully described within Exhibit "A" to the attached Resolution, which is an excerpt from the LRPMP. On March 6, 2017, the Successor Agency Board approved the original Property Disposition Strategy, which among other things, authorized a competitive process that would result in listing for sale of 18 real property sites with a real estate broker (two of which are owned by the City of San Bernardino). On August 16, 2017, the Successor Agency Board approved the “Amended Property Disposition Strategy,” which: (i) reduced the number of real property sites to be listed with a real estate broker from 18 to 16 (one of which is owned by the City of San Bernardino); (ii) provided for an alternate method of real property disposition for the two real property sites removed from the group to be listed with a real estate broker; (iii) where applicable, provided a current status update on completed and pending real property transfers; and (iv) established an Escrow and Title Administrative Management Fee to allow the City to recover a portion of the cost of its services with respect to the management of the sale of real property assets. Consistent with the amended Property Disposition Strategy, on October 18, 2017, the Successor Agency approved an agreement with Keller Williams (the “KW Agreement”) to list and sell 15 real property sites of the Successor Agency (the City entered into a separate agreement with Keller Williams for its single real property site). The Property is included within the KW Agreement. As a part of the KW Agreement, KW is required to prepare of a Broker’s Opinion of Value (the “BOV”) for each property that is to be sold. Based on past practice, the DOF has acknowledged that BOVs are an acceptable method and basis for confirming that the value of real property being sold is fair and reasonable. Discussion In response to the listing, KW received, thoroughly reviewed and vetted one offer to purchase the Property. On March 22, 2018, Leaping Frog Investments, LLC (the “LFI”) offered to purchase the Property for $54,000 (the “Purchase Price”) (a copy of the offer is included as Exhibit “B” to the attached Resolution). KW has confirmed that LFI is a credible buyer capable of purchasing the Property and has recommended that the Successor Agency consider LFI’s purchase offer. On April 6, 2018, KW submitted its BOV, indicating its opinion that the market value of the Property is $35,989 (the “BOV Market Value”). In consideration that the Purchase Price exceeds the BOV Market Value by $18,011, or 50%, it may be concluded that the 17.a Packet Pg. 474 Attachment: H&ED.Wall Ave. Report (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) purchase price offered by LFI for the Property is fair and reasonable, as more fully described within the BOV, a copy of which is attached to the Resolution as Exhibit “C.” The attached Resolution will approve the Purchase and Sale Agreement and Joint Escrow Instructions (the “Purchase and Sale Agreement”) between the Successor Agency and LFI with respect to the Property, a copy of which is included as Exhibit “D” to the attached Resolution and authorize certain related actions. Consistent with the provisions of the HSC and the LRPMP, the effectiveness of the Purchase and Sale Agreement is subject to the approval of the Oversight Board and the DOF. The attached Resolution has been reviewed with respect to applicability of the California Environmental Quality Act (the “CEQA”), the State CEQA Guidelines (California Code of Regulations, Title 14, § 15000 et seq., hereafter the “CEQA Guidelines”), and the City’s environmental guidelines. The Resolution does not constitute a “project” for purposes of CEQA, as that term is defined by CEQA Guidelines § 15378, because the Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per § 15378 (b) (5) of the CEQA Guidelines. 2018-19 Goals and Objectives Adoption of the attached Resolution aligns with Goal No 3: Create, Maintain and Grow Jobs and Economic Value in the City; Goal No 4: Ensure Development of a Well-Planned, Balanced, and Sustainable City; and Goal No 7: Pursue City Goals and Objectives by Working with Other Agencies. The activity involves the winding-down of the former redevelopment agency, which will result in the transfer of real property assets to third parties to place them into highest and best economic uses, consistent with the City’s General Plan and Zoning Ordinance, that will create economic activities, create job opportunities, remove blight, improve neighborhoods, create affordable housing and increase tax-ratables. The activities will also result in the fulfillment of monetary obligations resulting in the use of less Redevelopment Property Tax Trust Fund revenues (formerly known as tax increment) and increasing the flow of General Tax Levy funds to the taxing entities for appropriate uses to sustain local government services. The success of the activity requires on-going collaboration with and the establishment and maintenance of positive working relationships with the County of San Bernardino, the Oversight Board and the California Department of Finance. Fiscal Impact Once the Property is sold, the Successor Agency will transfer the net Purchase Price to the San Bernardino County Auditor-Controller that will in turn divide and pay over the net Purchase Price to the affected taxing entities in proportion to their respective shares of the 1% general tax levy, which will include the City. 17.a Packet Pg. 475 Attachment: H&ED.Wall Ave. Report (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) Conclusion It is recommended that the Mayor and City Council, in the capacity as the Successor Agency to the Redevelopment Agency of the City of San Bernardino, adopt the Resolution, approving the Purchase and Sale Agreement and Joint Escrow Instructions between the Successor Agency and Leaping Frog Investments, LLC with respect to the real property located on 1256 Wall Avenue, San Bernardino, California (APN 0146-241- 07), and approving certain related actions. Attachment Attachment 1 Resolution; Exhibit A- An excerpt from the LRPMP; Exhibit B- The Purchase Offer; Exhibit C- The BOV; and Exhibit D- The Purchase and Sale Agreement Ward: 2 Synopsis of Previous Council Actions: October 18, 2017: The Successor Agency approved the KW Agreement to list and sell certain real property sites of the Successor Agency. 17.a Packet Pg. 476 Attachment: H&ED.Wall Ave. Report (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 1 RESOLUTION NO. 2018-152 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, ACTING AS THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO APPROVING THE PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BETWEEN THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND LEAPING FROG INVESTMENTS, LLC WITH RESPECT TO THE REAL PROPERTY LOCATED AT 1256 WALL AVENUE, SAN BERNARDINO, CALIFORNIA (APN 0146-241-07), AND APPROVING CERTAIN RELATED ACTIONS WHEREAS, pursuant to Health and Safety Code (the “HSC”) § 34172 (a) (1), the Redevelopment Agency of the City of San Bernardino was dissolved on February 1, 2012; and WHEREAS, consistent with the provisions of the HSC, on January 9, 2012 the Mayor and City Council of the City of San Bernardino elected to serve in the capacity as the Successor Agency to the Redevelopment Agency of the City of San Bernardino (the “Successor Agency”); and WHEREAS, the Oversight Board for the Successor Agency (the “Oversight Board”) has been established pursuant to HSC § 34179 to assist in the wind-down of the dissolved redevelopment agency; and WHEREAS, on September 15, 2015, the Successor Agency submitted its Oversight Board-approved Long-Range Property Management Plan (the “LRPMP”) to the California Department of Finance (the “DOF”); and WHEREAS, on December 31, 2015, the DOF approved the Successor Agency’s LRPMP and notified the Successor Agency that pursuant to HSC § 34191.3, the approved LRPMP shall govern, and supersede all other provisions relating to the disposition and use of all the real property assets of the former redevelopment agency; and WHEREAS, the approved LRPMP, which addresses the disposition and use of the real propert y assets held by the Successor Agency, includes 230 parcels of land grouped into forty-six (46) separate sites, eighteen (18) of which were designated as government use sites, seven (7) of which are designated as future development sites and twenty-one (21) of which were designated to be sold (the “Successor Agency Properties”); and 17.b Packet Pg. 477 Attachment: H&ED.Wall Ave. Reso (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2 WHEREAS, the Successor Agency is the owner of that certain real property located at 1256 Wall Avenue, San Bernardino, California (APN 0146-241-07) (the “Property”); and WHEREAS, within the LRPMP, the Property is: i) identified as Site No. 37; ii) described as an approximately 0.17-acre vacant residential lot zoned Residential Medium; iii) designated for sale; and iv) more fully described in Exhibit "A" attached hereto, which is an excerpt from the LRPMP; and WHEREAS, on March 6, 2017, the Successor Agency Board approved the original Property Disposition Strategy, which among other things, authorized a competitive process that would result in listing for sale of 18 real property sites with a real estate broker (two of which are owned by the City of San Bernardino); and WHEREAS, on August 16, 2017, the Successor Agency Board approved the “Amended Property Disposition Strategy,” which: i) reduced the number of real property sites to be listed with a real estate broker from 18 to 16 (one of which is owned by the City of San Bernardino); ii) provided for an alternate method of real property disposition for the two real property sites removed from the group to be listed with a real estate broker; iii) where applicable, provided a current status update on completed and pending real property transfers; and iv) established an Escrow and Title Administrative Management Fee to allow the City to recover a portion of the cost of its services with respect to the management of the sale of real property assets; and WHEREAS, consistent with the amended Property Disposition Strategy, on October 18, 2017, the Successor Agency approved an agreement with Keller Williams (the “KW Agreement”) to list and sell 15 real property sites of the Successor Agency (the City entered into a separate agreement with Keller Williams for its single real property site); and WHEREAS, the Property is included within the KW Agreement; and WHEREAS, as a part of the KW Agreement, KW is required to prepare a Broker’s Opinion of Value (the “BOV”) for each Successor Agency property that is to be sold; and WHEREAS, based on past practice, the DOF has acknowledged that BOVs are an acceptable method and basis for confirming that the value of real property being sold is fair and reasonable; and WHEREAS, in response to the listing, KW received, thoroughly reviewed and vetted one offer to purchase the Property; and 17.b Packet Pg. 478 Attachment: H&ED.Wall Ave. Reso (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 3 WHEREAS, on March 22, 2018, Leaping Frog Investments, LLC (the “LFI”) offered to purchase the Property for $54,000 (the “Purchase Price”) (a copy of the offer is attached to this Resolution as Exhibit “B”); and WHEREAS, KW has confirmed that LFI is a credible buyer capable of purchasing the Property and has recommended that the Successor Agency consider LFI’s purchase offer; and WHEREAS, on April 6, 2018, KW submitted its BOV, indicating its opinion that the market value of the Property is $35,989 (the “BOV Market Value”); and WHEREAS, in consideration that the Purchase Price exceeds the BOV Market Value by $18,011, or 50%, it may be concluded that the purchase price offered by LFI for the Property is fair and reasonable, as more fully described within the BOV, a copy of which is attached to this Resolution as Exhibit “C”; and WHEREAS, this Resolution will approve the Purchase and Sale Agreement and Joint Escrow Instructions (the “Purchase and Sale Agreement”) between the Successor Agency and LFI with respect to the Property, a copy of which is attached to this Resolution as Exhibit “D,” and authorize certain related actions; and WHEREAS, consistent with the provisions of the HSC and the LRPMP, the effectiveness of the Purchase and Sale Agreement is subject to the approval of the Oversight Board and the DOF; and WHEREAS, this Resolution has been reviewed with respect to applicability of the California Environmental Quality Act (the “CEQA”), the State CEQA Guidelines (California Code of Regulations, Title 14, § 15000 et seq., hereafter the “CEQA Guidelines”), and the City’s environmental guidelines; and WHEREAS, this Resolution does not constitute a “project” for purposes of CEQA, as that term is defined by CEQA Guidelines § 15378, because this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per § 15378 (b) (5) of the CEQA Guidelines; and WHEREAS, all of the prerequisites with respect to the approval of this Resolution have been met. 17.b Packet Pg. 479 Attachment: H&ED.Wall Ave. Reso (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 4 NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL ACTING AS THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AS FOLLOWS: Section 1. The foregoing recitals are true and correct and are a substantive part of this Resolution. Section 2. The Purchase Price for the Property is determined to be fair and reasonable. Section 3. The Purchase and Sale Agreement between the Successor Agency and Leaping Frog Investments, LLC for the purchase and sale of the Property, attached hereto as Exhibit “D,” is approved. Section 4. On behalf of the Successor Agency, the City Manager, in the capacity as Executive Director of the Successor Agency, or designee, is authorized and directed to execute the Purchase and Sale Agreement and the grand deed, the form of which is attached to the Purchase and Sale Agreement, and to take such other actions and execute such other documents as are necessary to effectuate and close the purchase and sale of the Property and as may otherwise be required to fulfill the intent of this Resolution. Section 5. This Resolution is not a “project” for purposes of CEQA, as that term is defined by Guidelines § 15378, because this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per § 15378 (b) (5) of the Guidelines. Section 6. This resolution shall take effect only after its adoption and execution in the manner as required by the City Charter and the approval of the Purchase and Sale Agreement by the Oversight Board and the DOF. / / / / / / / / / / / / / / / / / / 17.b Packet Pg. 480 Attachment: H&ED.Wall Ave. Reso (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 5 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, ACTING AS THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO APPROVING THE PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BETWEEN THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND LEAPING FROG INVESTMENTS, LLC WITH RESPECT TO THE REAL PROPERTY LOCATED AT 1256 WALL AVENUE, SAN BERNARDINO, CALIFORNIA (APN 0146-241-07), AND APPROVING CERTAIN RELATED ACTIONS I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and City Council of the City of San Bernardino, in its capacity as the Successor Agency to the Redevelopment Agency of the City of San Bernardino at a regular meeting thereof, held on the day of June, 2018, by the following vote, to wit: Council Members Ayes Nays Abstain Absent MARQUEZ BARRIOS VALDIVIA SHORETT NICKEL RICHARD MULVIHILL Georgeann Hanna, CMC, City Clerk The foregoing Resolution is hereby approved this day of June 2018. R. Carey Davis, Mayor City of San Bernardino Approved as to Form: Gary D. Saenz, City Attorney By: 17.b Packet Pg. 481 Attachment: H&ED.Wall Ave. Reso (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 6 EXHIBIT “A” Narrative for Site No. 37 1256 Wall Avenue, San Bernardino (APN 0146-241-07) Excerpted from the Long-Range Property Management Plan (Pages 176-179) (See Attachment) 17.c Packet Pg. 482 Attachment: H&ED.Wall Ave.Exhibit A (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) Successor Agency to the Redevelopment Agency of the City of San Bernardino Long-Range Property Management Plan September 2015 Amended December 2015 Site No. 37: Vacant Wall Avenue Residential Property 176 V. Property to be Sold Site No. 37 - Vacant Wall Avenue Residential Property Address: APN: 1256 Wall Avenue 0146-241-07 N. Sepulveda Avenue E. 13th Street N. Wall Avenue 17.c Packet Pg. 483 Attachment: H&ED.Wall Ave.Exhibit A (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) Successor Agency to the Redevelopment Agency of the City of San Bernardino Long-Range Property Management Plan September 2015 Amended December 2015 Site No. 37: Vacant Wall Avenue Residential Property 177 V. Property to be Sold Site No. 37 - Vacant Wall Avenue Residential Property A. Permissible Use (HSC § 34191.5 (c) (2)): Site No. 37 is the Vacant Wall Avenue Residential Property (the “Vacant Residential Property”) and is proposed to be sold by the Successor Agency. B. Acquisition of Property (HSC § 34191.5 (c) (1) (A) and § 34191.5 (c) (1) (B)): Property records indicate that the Vacant Residential Property was acquired by the Agency in January 2010, and carries a Book Value of $5,450. The Vacant Residential Property was acquired by the Agency in order to meet the revitalization goals of City and the Agency to alleviate the existence and spread of physical and economic blight. The estimated current value (the “ECV”) of the Vacant Residential Property is approximately $117,000. C. Site Information (HSC § 34191.5 (c) (1) (C)): The Vacant Residential Property consists of one (1) 0.17-acre parcel (APN 0146-241-07) located at 1256 Wall Avenue. The Vacant Residential Property is zoned Residential Medium (RM). The RM designation is intended to promote the development of single-family detached units in a suburban setting with a minimum lot size of 7,200 square feet, and a maximum density of 4.5 units per net acre. D. Estimated Current Value (HSC § 34191.5 (c) (1) (D)): To determine an ECV for the Vacant Residential Property, in January 2015, the Agency conducted a comparable sales analysis through the National Data Collective. The ECV was determined to be approximately $117,000. Local factors were not taken into consideration in determining the ECV of this site. The ECV is only a rough estimate that was obtained from an on-line source where only comparable sales data are available. It is not possible to include environmental issues or any other special or unique factors into simple ECV calculations, as such data are not available from the source. Therefore, the actual value of the property may vary significantly from the ECV. The Successor Agency notes that in the environment of AB 1484, it may not be possible to achieve appraised values. The Successor Agency will be in charge of the process seeking to achieve successful marketing of properties, and will act with reasonable diligence. However, the constraints and environment of AB 1484 militate against maximizing prices. The actual sales prices to be realized will be a function of what a willing buyer is willing to pay under circumstances where there will be no seller financing and dispositions will be subject to Oversight Board approval. There is no reason to think that book values will be realized. E. Site Revenues (HSC § 34191.5 (c) (1) (E)): There are no site revenues generated from the Vacant Residential Property. F. History of Environmental Contamination (HSC § 34191.5 (c) (1) (F)): There is no known history of environmental contamination.43 43 http://geotracker.waterboards.ca.gov/map/?CMD=runreport&myaddress=1256+w.+wall+av+san+bernardino 17.c Packet Pg. 484 Attachment: H&ED.Wall Ave.Exhibit A (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) Successor Agency to the Redevelopment Agency of the City of San Bernardino Long-Range Property Management Plan September 2015 Amended December 2015 Site No. 37: Vacant Wall Avenue Residential Property 178 V. Property to be Sold Site No. 37 - Vacant Wall Avenue Residential Property G. Potential for Transit Oriented Development (TOD) and the Advancement of Planning Objectives of the Successor Agency (HSC § 34191.5 (c) (1) (G)): There is no potential for a TOD in conjunction with Vacant Residential Property. Selling the Vacant Residential Property advances the planning objectives of the Successor Agency and the City to develop and revitalize this area of the community through the creation of opportunities for private investment in the City. H. History of Previous Development Proposals and Activity (HSC § 34191.5 (c) (1) (H)): There is no history of previous development proposals or activities in conjunction with the Vacant Residential Property. I. Disposition of Property: The Successor Agency proposes to sell the Vacant Residential Property in accordance with the Successor Agency’s policies and procedures for property disposition as shown in Exhibit “A” Section I. Purchase and Sale Procedures. The ECV of the Vacant Residential Property is approximately $117,000. Date of estimated current value – January 2015 Value Basis – The ECV was determined by a comparable sales analysis using the National Data Collective subscription service. The ECV is approximately $117,000. Local factors that may affect land value were not taken into consideration. Therefore, the actual value of the property may vary greatly from the ECV. The ECV is only a planning number and should not be relied upon as a basis for actual value. Proposed sale date – TBD and subject to the Successor Agency’s implementation of its policies and procedures for property disposition as shown in Exhibit “A.” Proposed sale value – TBD and subject to a fair market appraisal conducted by a licensed appraiser. The Successor Agency notes that in the environment of AB 1484, it may not be possible to achieve appraised values. The Successor Agency will be in charge of the process seeking to achieve successful marketing of properties, and will act with reasonable diligence. However, the constraints and environment of AB 1484 militate against maximizing prices. The actual sales prices to be realized will be a function of what a willing buyer is willing to pay under circumstances where there will be no seller financing and dispositions will be subject to Oversight Board approval. There is no reason to think that book values will be realized. 17.c Packet Pg. 485 Attachment: H&ED.Wall Ave.Exhibit A (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) Successor Agency to the Redevelopment Agency of the City of San Bernardino Long-Range Property Management Plan September 2015 Amended December 2015 Site No. 37: Vacant Wall Avenue Residential Property 179 V. Property to be Sold Site No. 37 - Vacant Wall Avenue Residential Property J. Implementation of the Long-Range Property Management Plan: Following the approval of the LRPMP by the DOF, the Successor Agency will implement the LRPMP. For properties to be sold, implementation will include distribution of any land sales proceeds for enforceable obligations and/or distributed as property tax to the taxing entities. Due to the vagaries associated with the sale of land, such as uncertainties concerning the timing of sale and the price that would be realized, it is not feasible to precisely state in the LRPMP how the funds will be used. In that regard, once an agreement is reached with respect to the purchase and sale of a property, the agreement will be presented to the Oversight Board for concurrence. The Oversight Board’s approval will be evidenced by a resolution that will be submitted to DOF and, per the HSC, is subject to DOF’s review. That resolution will include or refer to a staff report which describes with greater particularity, once more facts are known, how the proceeds of sale will be distributed. As noted in Section I – Introduction of the LRPMP, the LRPMP provides that proceeds of the sale may be used for enforceable obligations and/or distributed as property tax to the taxing entities through the County Auditor-Controller. The need to retain some or all of the proceeds of sale for enforceable obligations will depend on whether there is a short-fall in RPTTF in the ROPS cycle during which the escrow is anticipated to close. If a short-fall were to occur in the RPTTF at that time, then all or a portion of the sale proceeds should be used to fulfill an enforceable obligation with any remaining sale proceeds then distributed as property tax to the taxing entities through the County Auditor-Controller. If there is not a short-fall in RPTTF at the time of close of escrow, then land sale proceeds would be distributed as property tax to the taxing entities through the County Auditor-Controller in a manner described at the time of Oversight Board approval as to a particular property sale. Since it is impossible to foresee when and if a short-fall in the RPTTF may occur, or when the property will be sold, the use of the sale proceeds cannot be specifically determined at this time and, therefore, cannot be stated with greater particularity in the LRPMP. However, it is clear that at the time a sale takes place, the sale will be brought back to the Oversight Board and will be subject to review. 17.c Packet Pg. 486 Attachment: H&ED.Wall Ave.Exhibit A (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 7 EXHIBIT “B” Leaping Frog Investments, LLC Offer March 22, 2018 (See Attachment) 17.d Packet Pg. 487 Attachment: H&ED.Wall Ave.Exhibit B (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP Selling Firm to Buyer) As required by the Civil Code) C.A.R. Form AD, Revised 12/14) If checked) This form is being provided in connection with a transaction for a leasehold interest exceeding one year as per Civil Code section 2079.13(k) and (m). When you enter into a discussion with a real estate agent regarding a real estate transaction, you should from the outset understand what type of agency relationship or representation you wish to have with the agent in the transaction. SELLER'S AGENT A Seller's agent under a listing agreement with the Seller acts as the agent for the Seller only. A Seller's agent or a subagent of that agent has the following affirmative obligations: To the Seller: A Fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Seller. To the Buyer and the Seller: a)Diligent exercise of reasonable skill and care in performance of the agent's duties. b)A duty of honest and fair dealing and good faith. c)A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the parties. An agent is not obligated to reveal to either party any confidential information obtained from the other party that does not involve the affirmative duties set forth above. BUYER'S AGENT A selling agent can, with a Buyer's consent, agree to act as agent for the Buyer only. In these situations, the agent is not the Seller's agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Seller. An agent acting only for a Buyer has the following affirmative obligations: To the Buyer: A fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Buyer. To the Buyer and the Seller: a)Diligent exercise of reasonable skill and care in performance of the agent's duties. b)A duty of honest and fair dealing and good faith. c)A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the parties. An agent is not obligated to reveal to either party any confidential information obtained from the other party that does not involve the affirmative duties set forth above. AGENT REPRESENTING BOTH SELLER AND BUYER A real estate agent, either acting directly or through one or more associate licensees, can legally be the agent of both the Seller and the Buyer in a transaction, but only with the knowledge and consent of both the Seller and the Buyer. In a dual agency situation, the agent has the following affirmative obligations to both the Seller and the Buyer: a)A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either the Seller or the Buyer. b)Other duties to the Seller and the Buyer as stated above in their respective sections. In representing both Seller and Buyer, the agent may not, without the express permission of the respective party, disclose to the other party that the Seller will accept a price less than the listing price or that the Buyer will pay a price greater than the price offered. The above duties of the agent in a real estate transaction do not relieve a Seller or Buyer from the responsibility to protect his or her own interests. You should carefully read all agreements to assure that they adequately express your understanding of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired, consult a competent professional. Throughout your real property transaction you may receive more than one disclosure form, depending upon the number of agents assisting in the transaction. The law requires each agent with whom you have more than a casual relationship to present you with this disclosure form. You should read its contents each time it is presented to you, considering the relationship between you and the real estate agent in your specific transaction.This disclosure form includes the provisions of Sections 2079.13 to 2079.24, inclusive, of the Civil Code set forth on page 2. Read it carefully. I/WE ACKNOWLEDGE RECEIPT OF A COPY OF THIS DISCLOSURE AND THE PORTIONS OF THE CIVIL CODE PRINTED ON THE BACK (OR A SEPARATE PAGE). Buyer Seller Landlord Tenant Date Buyer Seller Landlord Tenant Date Agent BRE Lic. # Real Estate Broker (Firm) By BRE Lic. # Date Salesperson or Broker-Associate) Agency Disclosure Compliance (Civil Code §2079.14): When the listing brokerage company also represents Buyer/Tenant: The Listing Agent shall have one AD form signed by Seller/Landlord and a different AD form signed by Buyer/Tenant. When Seller/Landlord and Buyer/Tenant are represented by different brokerage companies: (i) the Listing Agent shall have one AD form signed by Seller/Landlord and (ii) the Buyer's/Tenant's Agent shall have one AD form signed by Buyer/Tenant and either that same or a different AD form presented to Seller/Landlord for signature prior to presentation of the offer. If the same form is used, Seller may sign here: Seller/Landlord Date Seller/Landlord Date The copyright laws of the United States (Title 17 U.S. Code) forbid the unauthorized reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. Copyright © 1991-2010, CALIFORNIA ASSOCIATION OF REALTORS®, INC. Reviewed by Date ALL RIGHTS RESERVED. AD REVISED 12/14 (PAGE 1 OF 2) DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP (AD PAGE 1 OF 2) Phone: Fax: Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com X Leaping Frog Investments, LLC Hilgenberg Realty Inc.01417409 01242139 Heath Michael Hilgenberg Keller Williams Realty, 1473 Ford Street Ste 200 Redlands CA 92373 (928)848-8585 1256 Wall St. - Lara Fernandez 17.d Packet Pg. 488 Attachment: H&ED.Wall Ave.Exhibit B (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) CIVIL CODE SECTIONS 2079.24 (2079.16 APPEARS ON THE FRONT) 2079.13 As used in Sections 2079.14 to 2079.24,inclusive,the following terms have the following meanings:(a)“Agent”means a person acting under provisions of Title 9 (commencing with Section 2295)in a real property transaction,and includes a person who is licensed as a real estate broker under Chapter 3 (commencing with Section 10130)of Part 1 of Division 4 of the Business and Professions Code,and under whose license a listing is executed or an offer to purchase is obtained.(b) Associate licensee”means a person who is licensed as a real estate broker or salesperson under Chapter 3 (commencing with Section 10130)of Part 1 of Division 4 of the Business and Professions Code and who is either licensed under a broker or has entered into a written contract with a broker to act as the broker's agent in connection with acts requiring a real estate license and to function under the broker's supervision in the capacity of an associate licensee.The agent in the real property transaction bears responsibility for his or her associate licensees who perform as agents of the agent.When an associate licensee owes a duty to any principal,or to any buyer or seller who is not a principal,in a real property transaction,that duty is equivalent to the duty owed to that party by the broker for whom the associate licensee functions.(c)“Buyer”means a transferee in a real property transaction,and includes a person who executes an offer to purchase real property from a seller through an agent,or who seeks the services of an agent in more than a casual,transitory,or preliminary manner,with the object of entering into a real property transaction.“Buyer”includes vendee or lessee.(d)“Commercial real property”means all real property in the state,except single-family residential real property,dwelling units made subject to Chapter 2 (commencing with Section 1940)of Title 5,mobilehomes,as defined in Section 798.3,or recreational vehicles,as defined in Section 799.29.(e)“Dual agent”means an agent acting,either directly or through an associate licensee,as agent for both the seller and the buyer in a real property transaction.(f)“Listing agreement”means a contract between an owner of real property and an agent,by which the agent has been authorized to sell the real property or to find or obtain a buyer.(g)“Listing agent”means a person who has obtained a listing of real property to act as an agent for compensation.(h)“Listing price”is the amount expressed in dollars specified in the listing for which the seller is willing to sell the real property through the listing agent.(i)“Offering price”is the amount expressed in dollars specified in an offer to purchase for which the buyer is willing to buy the real property.(j)“Offer to purchase”means a written contract executed by a buyer acting through a selling agent that becomes the contract for the sale of the real property upon acceptance by the seller.(k)“Real property”means any estate specified by subdivision (1)or (2)of Section 761 in property that constitutes or is improved with one to four dwelling units,any commercial real property, any leasehold in these types of property exceeding one year's duration,and mobilehomes,when offered for sale or sold through an agent pursuant to the authority contained in Section 10131.6 of the Business and Professions Code.(l)“Real property transaction”means a transaction for the sale of real property in which an agent is employed by one or more of the principals to act in that transaction,and includes a listing or an offer to purchase.(m)“Sell,”“sale,”or “sold”refers to a transaction for the transfer of real property from the seller to the buyer,and includes exchanges of real property between the seller and buyer,transactions for the creation of a real property sales contract within the meaning of Section 2985,and transactions for the creation of a leasehold exceeding one year's duration.(n)“Seller”means the transferor in a real property transaction,and includes an owner who lists real property with an agent,whether or not a transfer results,or who receives an offer to purchase real property of which he or she is the owner from an agent on behalf of another.“Seller”includes both a vendor and a lessor.(o)“Selling agent”means a listing agent who acts alone,or an agent who acts in cooperation with a listing agent,and who sells or finds and obtains a buyer for the real property,or an agent who locates property for a buyer or who finds a buyer for a property for which no listing exists and presents an offer to purchase to the seller.(p)“Subagent”means a person to whom an agent delegates agency powers as provided in Article 5 (commencing with Section 2349)of Chapter 1 of Title 9.However,“subagent”does not include an associate licensee who is acting under the supervision of an agent in a real property transaction. 2079.14 Listing agents and selling agents shall provide the seller and buyer in a real property transaction with a copy of the disclosure form specified in Section 2079.16,and,except as provided in subdivision (c),shall obtain a signed acknowledgement of receipt from that seller or buyer,except as provided in this section or Section 2079.15,as follows:(a)The listing agent,if any,shall provide the disclosure form to the seller prior to entering into the listing agreement.(b)The selling agent shall provide the disclosure form to the seller as soon as practicable prior to presenting the seller with an offer to purchase,unless the selling agent previously provided the seller with a copy of the disclosure form pursuant to subdivision (a).(c)Where the selling agent does not deal on a face-to-face basis with the seller,the disclosure form prepared by the selling agent may be furnished to the seller (and acknowledgement of receipt obtained for the selling agent from the seller)by the listing agent,or the selling agent may deliver the disclosure form by certified mail addressed to the seller at his or her last known address,in which case no signed acknowledgement of receipt is required.(d)The selling agent shall provide the disclosure form to the buyer as soon as practicable prior to execution of the buyer's offer to purchase,except that if the offer to purchase is not prepared by the selling agent,the selling agent shall present the disclosure form to the buyer not later than the next business day after the selling agent receives the offer to purchase from the buyer. 2079.15 In any circumstance in which the seller or buyer refuses to sign an acknowledgement of receipt pursuant to Section 2079.14, the agent, or an associate licensee acting for an agent, shall set forth, sign, and date a written declaration of the facts of the refusal. 2079.16 Reproduced on Page 1 of this AD form. 2079.17 (a)As soon as practicable,the selling agent shall disclose to the buyer and seller whether the selling agent is acting in the real property transaction exclusively as the buyer's agent,exclusively as the seller's agent,or as a dual agent representing both the buyer and the seller.This relationship shall be confirmed in the contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller,the buyer,and the selling agent prior to or coincident with execution of that contract by the buyer and the seller,respectively.(b)As soon as practicable,the listing agent shall disclose to the seller whether the listing agent is acting in the real property transaction exclusively as the seller's agent,or as a dual agent representing both the buyer and seller.This relationship shall be confirmed in the contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller and the listing agent prior to or coincident with the execution of that contract by the seller. c)The confirmation required by subdivisions (a) and (b) shall be in the following form. DO NOT COMPLETE. SAMPLE ONLY) is the agent of (check one): the seller exclusively; or both the buyer and seller. Name of Listing Agent) DO NOT COMPLETE. SAMPLE ONLY) is the agent of (check one): the buyer exclusively; or the seller exclusively; or Name of Selling Agent if not the same as the Listing Agent)both the buyer and seller. d)The disclosures and confirmation required by this section shall be in addition to the disclosure required by Section 2079.14. 2079.18 No selling agent in a real property transaction may act as an agent for the buyer only,when the selling agent is also acting as the listing agent in the transaction. 2079.19 The payment of compensation or the obligation to pay compensation to an agent by the seller or buyer is not necessarily determinative of a particular agency relationship between an agent and the seller or buyer. A listing agent and a selling agent may agree to share any compensation or commission paid, or any right to any compensation or commission for which an obligation arises as the result of a real estate transaction, and the terms of any such agreement shall not necessarily be determinative of a particular relationship. 2079.20 Nothing in this article prevents an agent from selecting, as a condition of the agent's employment, a specific form of agency relationship not specifically prohibited by this article if the requirements of Section 2079.14 and Section 2079.17 are complied with. 2079.21 A dual agent shall not disclose to the buyer that the seller is willing to sell the property at a price less than the listing price,without the express written consent of the seller.A dual agent shall not disclose to the seller that the buyer is willing to pay a price greater than the offering price,without the express written consent of the buyer.This section does not alter in any way the duty or responsibility of a dual agent to any principal with respect to confidential information other than price. 2079.22 Nothing in this article precludes a listing agent from also being a selling agent, and the combination of these functions in one agent does not, of itself, make that agent a dual agent. 2079.23 A contract between the principal and agent may be modified or altered to change the agency relationship at any time before the performance of the act which is the object of the agency with the written consent of the parties to the agency relationship. 2079.24 Nothing in this article shall be construed to either diminish the duty of disclosure owed buyers and sellers by agents and their associate licensees, subagents, and employees or to relieve agents and their associate licensees, subagents, and employees from liability for their conduct in connection with acts governed by this article or for any breach of a fiduciary duty or a duty of disclosure. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, INC. a subsidiary of the California Association of REALTORS® Reviewed by Date 525 South Virgil Avenue, Los Angeles, California 90020 AD REVISED 12/14 (PAGE 2 OF 2) DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP (AD PAGE 2 OF 2) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 1256 Wall St. - 17.d Packet Pg. 489 Attachment: H&ED.Wall Ave.Exhibit B (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) VACANT LAND PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS C.A.R. Form VLPA, Revised 12/15) Date Prepared: 1. OFFER: A. THIS IS AN OFFER FROM ("Buyer"), B.THE REAL PROPERTY to be acquired is ,situated in City),(County),California,(Zip Code),Assessor's Parcel No.(“Property”). Further Described As . C. THE PURCHASE PRICE offered is Dollars $ . D. CLOSE OF ESCROW shall occur on (date) (or Days After Acceptance). E.Buyer and Seller are referred to herein as the “Parties.” Brokers are not Parties to this Agreement. 2. AGENCY: A. DISCLOSURE: The Parties each acknowledge receipt of a “Disclosure Regarding Real Estate Agency Relationships” C.A.R. Form AD). B. CONFIRMATION:The following agency relationships are hereby confirmed for this transaction: Listing Agent (Print Firm Name) is the agent of (check one): the Seller exclusively; or both the Buyer and Seller. Selling Agent (Print Firm Name) (if not the same as the Listing Agent) is the agent of (check one): the Buyer exclusively; or the Seller exclusively; or both the Buyer and Seller. C.POTENTIALLY COMPETING BUYERS AND SELLERS:The Parties each acknowledge receipt of a “Possible Representation of More than One Buyer or Seller - Disclosure and Consent” (C.A.R. Form PRBS). 3. FINANCE TERMS:Buyer represents that funds will be good when deposited with Escrow Holder. A. INITIAL DEPOSIT:Deposit shall be in the amount of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ 1)Buyer Direct Deposit: Buyer shall deliver deposit directly to Escrow Holder by electronic funds transfer, cashier's check, personal check, other within 3 business days after Acceptance (or ); OR (2)Buyer Deposit with Agent: Buyer has given the deposit by personal check (or ) to the agent submitting the offer (or to ), made payable to The deposit shall be held uncashed until Acceptance and then deposited with Escrow Holder within 3 business days after Acceptance (or ). Deposit checks given to agent shall be an original signed check and not a copy. Note: Initial and increased deposits checks received by agent shall be recorded in Broker's trust fund log.) B.INCREASED DEPOSIT:Buyer shall deposit with Escrow Holder an increased deposit in the amount of . . . $ within Days After Acceptance (or ). If the Parties agree to liquidated damages in this Agreement,they also agree to incorporate the increased deposit into the liquidated damages amount in a separate liquidated damages clause (C.A.R. Form RID) at the time the increased deposit is delivered to Escrow Holder. C. ALL CASH OFFER:No loan is needed to purchase the Property. This offer is NOT contingent on Buyer obtaining a loan. Written verification of sufficient funds to close this transaction IS ATTACHED to this offer or Buyer shall, within 3 (or ) Days After Acceptance, Deliver to Seller such verification. D. LOAN(S): 1) FIRST LOAN:in the amount of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ This loan will be conventional financing or FHA, VA, Seller financing (C.A.R. Form SFA), assumed financing (C.A.R.Form AFA), subject to financing, Other .This loan shall be at a fixed rate not to exceed %or, an adjustable rate loan with initial rate not toexceed %. Regardless of the type of loan, Buyer shall pay points not to exceed % of the loan amount. 2) SECOND LOAN in the amount of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ This loan will be conventional financing or Seller financing (C.A.R.Form SFA), assumed financing C.A.R.Form AFA), subject to financing Other .This loan shall be at a fixed rate not to exceed %or,an adjustable rate loan with initial rate not to exceed %. Regardless of the type of loan,Buyer shall pay points not to exceed %of the loan amount. 3)FHA/VA:For any FHA or VA loan specified in 3D(1),Buyer has 17 (or )Days After Acceptance to Deliver to Seller written notice (C.A.R.Form FVA)of any lender-required repairs or costs that Buyer requests Seller to pay for or otherwise correct.Seller has no obligation to pay or satisfy lender requirements unless agreed in writing.A FHA/VA amendatory clause (C.A.R.Form FVAC)shall be a part of this transaction. E. ADDITIONAL FINANCING TERMS: Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) 1996-2015, California Association of REALTORS®, Inc . VLPA REVISED 12/15 (PAGE 1 OF 11) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 1 OF 11) Phone: Fax: Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com March 21, 2018 Leaping Frog Investments, LLC 1256 Wall Avenue San Bernardino San Bernardino 92404 0146241070000 Fifty-Four Thousand 54,000.00 X 15 X KELLER WILLIAMS REALTY X Hilgenberg Realty Inc. X X 3,000.00 X Keller Williams Realty, 1473 Ford Street Ste 200 Redlands CA 92373 (928)848-8585 1256 Wall St. - Lara Fernandez 17.d Packet Pg. 490 Attachment: H&ED.Wall Ave.Exhibit B (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) Property Address: Date: F. BALANCE OF DOWN PAYMENT OR PURCHASE PRICE in the amount of . . . . . . . . . . . . . . . . . . . . . .$ to be deposited with Escrow Holder pursuant to Escrow Holder instructions. G. PURCHASE PRICE (TOTAL):. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ H.VERIFICATION OF DOWN PAYMENT AND CLOSING COSTS:Buyer (or Buyer's lender or loan broker pursuant to paragraph 3J(1)) shall, within 3 (or ) Days After Acceptance, Deliver to Seller written verification of Buyer's down payment and closing costs. ( Verification attached.) I. APPRAISAL CONTINGENCY AND REMOVAL:This Agreement is (or is NOT) contingent upon a written appraisal of the Property by a licensed or certified appraiser at no less than the purchase price. Buyer shall, as specified in paragraph 19B(3), in writing, remove the appraisal contingency or cancel this Agreement within 17 (or ) Days After Acceptance. J. LOAN TERMS: 1) LOAN APPLICATIONS:Within 3 (or )Days After Acceptance, Buyer shall Deliver to Seller a letter from Buyer's lender or loan broker stating that, based on a review of Buyer's written application and credit report, Buyer is prequalified or preapproved for any NEW loan specified in paragraph 3D. If any loan specified in paragraph 3D is an adjustable rate loan, the prequalification or preapproval letter shall be based on the qualifying rate, not the initial loan rate. ( Letter attached.) 2)LOAN CONTINGENCY:Buyer shall act diligently and in good faith to obtain the designated loan(s).Buyer's qualification for the loan(s)specified above is a contingency of this Agreement unless otherwise agreed in writing.If there is no appraisal contingency or the appraisal contingency has been waived or removed,then failure of the Property to appraise at the purchase price does not entitle Buyer to exercise the cancellation right pursuant to the loan contingency if Buyer is otherwise qualified for the specified loan.Buyer's contractual obligations regarding deposit,balance of down payment and closing costs are not contingencies of this Agreement. 3) LOAN CONTINGENCY REMOVAL: Within 21 (or ) Days After Acceptance, Buyer shall, as specified in paragraph 19, in writing, remove the loan contingency or cancel this Agreement. If there is an appraisal contingency, removal of the loan contingency shall not be deemed removal of the appraisal contingency. 4)NO LOAN CONTINGENCY:Obtaining any loan specified above is NOT a contingency of this Agreement.If Buyer does not obtain the loan and as a result Buyer does not purchase the Property,Seller may be entitled to Buyer's deposit or other legal remedies. 5) LENDER LIMITS ON BUYER CREDITS:Any credit to Buyer, from any source, for closing or other costs that is agreed to by the Parties (“Contractual Credit”) shall be disclosed to Buyer's lender. If the total credit allowed by Buyer's lender (“Lender Allowable Credit”) is less than the Contractual Credit, then (i) the Contractual Credit shall be reduced to the Lender Allowable Credit, and (ii) in the absence of a separate written agreement between the Parties, there shall be no automatic adjustment to the purchase price to make up for the difference between the Contractual Credit and the Lender Allowable Credit. K. BUYER STATED FINANCING:Seller is relying on Buyer's representation of the type of financing specified (including but not limited to, as applicable, all cash, amount of down payment, or contingent or non-contingent loan). Seller has agreed to a specific closing date, purchase price and to sell to Buyer in reliance on Buyer's covenant concerning financing. Buyer shall pursue the financing specified in this Agreement. Seller has no obligation to cooperate with Buyer's efforts to obtain any financing other than that specified in the Agreement and the availability of any such alternate financing does not excuse Buyer from the obligation to purchase the Property and close escrow as specified in this Agreement. L. SELLER FINANCING:The following terms (or the terms specified in the attached Seller Financing Addendum) (C.A.R. Form SFA) apply ONLY to financing extended by Seller under this Agreement. 1) BUYER'S CREDIT-WORTHINESS:Buyer authorizes Seller and/or Brokers to obtain, at Buyer's expense, a copy of Buyer's credit report. Within 7 (or ) Days After Acceptance, Buyer shall provide any supporting documentation reasonably requested by Seller. 2)TERMS:Buyer's promissory note,deed of trust and other documents as appropriate shall incorporate and implement the following additional terms:(i)the maximum interest rate specified in paragraph 3D shall be the actual fixed interest rate for Seller financing; ii)deed of trust shall contain a REQUEST FOR NOTICE OF DEFAULT on senior loans;(iii)Buyer shall sign and pay for a REQUEST FOR NOTICE OF DELINQUENCY prior to Close Of Escrow and at any future time if requested by Seller;(iv)note and deed of trust shall contain an acceleration clause making the loan due,when permitted by law and at Seller's option,upon the sale or transfer of the Property or any interest in it;(v)note shall contain a late charge of 6%of the installment due (or )if the installment is not received within 10 days of the date due;(vi)title insurance coverage in the form of a joint protection policy shall be provided insuring Seller's deed of trust interest in the Property (any increased cost over owner's policy shall be paid by Buyer);and (vii)tax service shall be obtained and paid for by Buyer to notify Seller if property taxes have not been paid. 3) ADDED, DELETED OR SUBSTITUTED BUYERS:The addition, deletion or substitution of any person or entity under this Agreement or to title prior to Close Of Escrow shall require Seller's written consent. Seller may grant or withhold consent in Seller's sole discretion. Any additional or substituted person or entity shall, if requested by Seller, submit to Seller the same documentation as required for the original named Buyer. Seller and/or Brokers may obtain a credit report, at Buyer's expense, on any such person or entity. M. ASSUMED OR “SUBJECT TO” FINANCING:Seller represents that Seller is not delinquent on any payments due on any loans. Seller shall, within the time specified in paragraph 19, provide Copies of all applicable notes and deeds of trust, loan balances and current interest rates to Buyer. Buyer shall then, as specified in paragraph 19B(3), remove this contingency or cancel this Agreement. Differences between estimated and actual loan balances shall be adjusted at Close Of Escrow by cash down payment. Impound accounts, if any, shall be assigned and charged to Buyer and credited to Seller. Seller is advised that Buyer's assumption of an existing loan may not release Seller from liability on that loan. If this is an assumption of a VA Loan, the sale is contingent upon Seller being provided a release of liability and substitution of eligibility, unless otherwise agreed in writing. If the Property is acquired subject to an existing loan, Buyer and Seller are advised to consult with legal counsel regarding the ability of an existing lender to call the loan due, and the consequences thereof. Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) VLPA REVISED 12/15 (PAGE 2 OF 11) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 2 OF 11) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 1256 Wall Avenue, San Bernardino, CA 92404 March 21, 2018 51,000.00 54,000.00 1256 Wall St. - 17.d Packet Pg. 491 Attachment: H&ED.Wall Ave.Exhibit B (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) Property Address: Date: 4. SALE OF BUYER'S PROPERTY: A.This Agreement and Buyer's ability to obtain financing are NOT contingent upon the sale of any property owned by Buyer. OR B. This Agreement and Buyer's ability to obtain financing are contingent upon the sale of property owned by Buyer as specified in the attached addendum (C.A.R. Form COP). 5. MANUFACTURED HOME PURCHASE:The purchase of the Property is contingent upon Buyer acquiring a personal property manufactured home to be placed on the Property after Close Of Escrow. Buyer has has not entered into a contract for the purchase of a personal property manufactured home. Within the time specified in paragraph 19, Buyer shall remove this contingency or cancel this Agreement, (or this contingency shall remain in effect until the Close Of Escrow of the Property). 6. CONSTRUCTION LOAN FINANCING:The purchase of the Property is contingent upon Buyer obtaining a construction loan. A draw from the construction loan will will not be used to finance the Property. Within the time specified in paragraph 19, Buyer shall remove this contingency or cancel this Agreement (or this contingency shall remain in effect until Close Of Escrow of the Property). 7. ADDENDA AND ADVISORIES: A. ADDENDA: Addendum # (C.A.R. Form ADM) Back Up Offer Addendum (C.A.R. Form BUO) Court Confirmation Addendum (C.A.R. Form CCA) Septic, Well and Property Monument Addendum (C.A.R. Form SWPI) Short Sale Addendum (C.A.R. Form SSA) Other B. BUYER AND SELLER ADVISORIES: Buyer's Inspection Advisory (C.A.R. Form BIA) Probate Advisory (C.A.R. Form PA) Statewide Buyer and Seller Advisory (C.A.R. Form SBSA) Trust Advisory (C.A.R. Form TA) REO Advisory (C.A.R. Form REO) Short Sale Information and Advisory (C.A.R. Form SSIA) Other 8. OTHER TERMS: 9. ALLOCATION OF COSTS A. INSPECTIONS, REPORTS AND CERTIFICATES:Unless otherwise agreed, in writing, this paragraph only determines who is to pay for the inspection, test, certificate or service (“Report”) mentioned; it does not determine who is to pay for any work recommended or identified in the Report. 1) Buyer Seller shall pay for a natural hazard zone disclosure report, including tax environmental Other: prepared by . 2) Buyer Seller shall pay for the following Report prepared by . 3) Buyer Seller shall pay for the following Report prepared by . B. ESCROW AND TITLE: 1)(a) Buyer Seller shall pay escrow fee . b) Escrow Holder shall be . c)The Parties shall, within 5 (or ) Days After receipt, sign and return Escrow Holder's general provisions. 2)(a) Buyer Seller shall pay for owner's title insurance policy specified in paragraph 18E . b) Owner's title policy to be issued by . Buyer shall pay for any title insurance policy insuring Buyer's lender, unless otherwise agreed in writing.) C. OTHER COSTS: 1) Buyer Seller shall pay County transfer tax or fee . 2) Buyer Seller shall pay City transfer tax or fee . 3) Buyer Seller shall pay Homeowners' Association (“HOA”) transfer fee . 4)Seller shall pay HOA fees for preparing all documents required to be delivered by Civil Code §4525. 5)Buyer to pay for any HOA certification fee. 6) Buyer Seller shall pay HOA fees for preparing all documents other than those required by Civil Code §4525. 7) Buyer Seller shall pay for any private transfer fee . 8) Buyer Seller shall pay for . 9) Buyer Seller shall pay for . 10. CLOSING AND POSSESSION:Possession shall be delivered to Buyer: (i)at 6 PM or ( AM/PM)on the date of Close Of Escrow; (ii) no later than calendar days after Close Of Escrow; or (iii) at AM/ PM on . The Property shall be unoccupied, unless otherwise agreed in writing. Seller shall provide keys and/or means to operate all Property locks. If Property is located in a common interest subdivision, Buyer may be required to pay a deposit to the Homeowners' Association (“HOA”) to obtain keys to accessible HOA facilities. 11. ITEMS INCLUDED IN AND EXCLUDED FROM SALE: A. NOTE TO BUYER AND SELLER:Items listed as included or excluded in the MLS, flyers or marketing materials are not included in the purchase price or excluded from the sale unless specified in 11B or C. Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) VLPA REVISED 12/15 (PAGE 3 OF 11) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 3 OF 11) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 1256 Wall Avenue, San Bernardino, CA 92404 March 21, 2018 X X X MyNHD $74.95 X X EACH TO PAY THEIR OWN HALF SELLER'S CHOICE X SELLER'S CHOICE X 1256 Wall St. - 17.d Packet Pg. 492 Attachment: H&ED.Wall Ave.Exhibit B (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) Property Address: Date: B. ITEMS INCLUDED IN SALE: 1)All EXISTING fixtures and fittings that are attached to the Property; 2)The following items: 3)Seller represents that all items included in the purchase price, unless otherwise specified, are owned by Seller. 4)All items included shall be transferred free of liens and without Seller warranty. C. ITEMS EXCLUDED FROM SALE: 12. STATUTORY AND OTHER DISCLOSURES AND CANCELLATION RIGHTS: A. NATURAL AND ENVIRONMENTAL HAZARD DISCLOSURES AND OTHER BOOKLETS:Within the time specified in paragraph 19A, Seller shall,if required by Law:(i)Deliver to Buyer earthquake guide(s)(and questionnaire),environmental hazards booklet;(ii) disclose if the Property is located in a Special Flood Hazard Area; Potential Flooding (Inundation) Area; Very High Fire Hazard Zone; State Fire Responsibility Area; Earthquake Fault Zone; and Seismic Hazard Zone; and (iii)disclose any other zone as required by Law and provide any other information required for those zones. B. WITHHOLDING TAXES:Within the time specified in paragraph 19A, to avoid required withholding, Seller shall Deliver to Buyer or qualified substitute, an affidavit sufficient to comply with federal (FIRPTA) and California withholding Law (C.A.R. Form AS or QS). C. MEGAN'S LAW DATABASE DISCLOSURE:Notice: Pursuant to Section 290.46 of the Penal Code, information about specified registered sex offenders is made available to the public via an Internet Web site maintained by the Department of Justice at www.meganslaw.ca.gov.Depending on an offender's criminal history, this information will include either the address at which the offender resides or the community of residence and ZIP Code in which he or she resides. (Neither Seller nor Brokers are required to check this website. If Buyer wants further information, Broker recommends that Buyer obtain information from this website during Buyer's inspection contingency period. Brokers do not have expertise in this area.) D. NOTICE REGARDING GAS AND HAZARDOUS LIQUID TRANSMISSION PIPELINES:This notice is being provided simply to inform you that information about the general location of gas and hazardous liquid transmission pipelines is available to the public via the National Pipeline Mapping System (NPMS) Internet Web site maintained by the United States Department of Transportation at http://www.npms.phmsa.dot.gov/.To seek further information about possible transmission pipelines near the Property, you may contact your local gas utility or other pipeline operators in the area. Contact information for pipeline operators is searchable by ZIP Code and county on the NPMS Internet Web site. E. CONDOMINIUM/PLANNED DEVELOPMENT DISCLOSURES: 1) SELLER HAS: 7 (or ) Days After Acceptance to disclose to Buyer whether the Property is a condominium, or is located in a planned development or other common interest subdivision (C.A.R. Form VLQ). 2)If the Property is a condominium or is located in a planned development or other common interest subdivision, Seller has 3 or ) Days After Acceptance to request from the HOA (C.A.R. Form HOA1):(i)Copies of any documents required by Law;(ii) disclosure of any pending or anticipated claim or litigation by or against the HOA;(iii)a statement containing the location and number of designated parking and storage spaces;(iv)Copies of the most recent 12 months of HOA minutes for regular and special meetings; and (v)the names and contact information of all HOAs governing the Property (collectively, “CI Disclosures”). Seller shall itemize and Deliver to Buyer all CI Disclosures received from the HOA and any CI Disclosures in Seller's possession. Buyer's approval of CI Disclosures is a contingency of this Agreement as specified in paragraph 19B(3). The Party specified in paragraph 9, as directed by escrow, shall deposit funds into escrow or direct to HOA or management company to pay for any of the above. 13. SELLER DOCUMENTATION AND ADDITIONAL DISCLOSURE: A.Within the time specified in paragraph 19,if Seller has actual knowledge,Seller shall provide to Buyer,in writing,the following information: 1)LEGAL PROCEEDINGS:Any lawsuits by or against Seller,threatening or affecting the Property,including any lawsuits alleging a defect or deficiency in the Property or common areas,or any known notices of abatement or citations filed or issued against the Property. 2) AGRICULTURAL USE:Whether the Property is subject to restrictions for agricultural use pursuant to the Williamson Act Government Code §§51200-51295). 3) DEED RESTRICTIONS:Any deed restrictions or obligations. 4) FARM USE:Whether the Property is in, or adjacent to, an area with Right to Farm rights (Civil Code §3482.5 and §3482.6). 5) ENDANGERED SPECIES:Presence of endangered, threatened, 'candidate' species, or wetlands on the Property. 6)ENVIRONMENTAL HAZARDS:Any substances,materials,or products that may be an environmental hazard including,but not limited to,asbestos,formaldehyde,radon gas,lead-based paint,fuel or chemical storage tanks,and contaminated soil or water on the Property. 7) COMMON WALLS:Any features of the Property shared in common with adjoining landowners, such as walls, fences, roads, and driveways, and agriculture and domestic wells whose use or responsibility for maintenance may have an effect on the Property. 8) LANDLOCKED:The absence of legal or physical access to the Property. 9) EASEMENTS/ENCROACHMENTS:Any encroachments, easements or similar matters that may affect the Property. 10) SOIL FILL:Any fill (compacted or otherwise), or abandoned mining operations on the Property. 11) SOIL PROBLEMS:Any slippage, sliding, flooding, drainage, grading, or other soil problems. 12) EARTHQUAKE DAMAGE:Major damage to the Property or any of the structures from fire, earthquake, floods, or landslides. 13) ZONING ISSUES:Any zoning violations, non-conforming uses, or violations of “setback” requirements. 14) NEIGHBORHOOD PROBLEMS:Any neighborhood noise problems, or other nuisances. B. RENTAL AND SERVICE AGREEMENTS:Within the time specified in paragraph 19, Seller shall make available to Buyer for inspection and review, all current leases, rental agreements, service contracts and other related agreements, licenses, and permits pertaining to the operation or use of the Property. C. TENANT ESTOPPEL CERTIFICATES:Within the time specified in paragraph 19, Seller shall deliver to Buyer tenant estoppel certificates (C.A.R. Form TEC) completed by Seller or Seller's agent, and signed by tenants, acknowledging:(i)that tenants' rental or lease agreements are unmodified and in full force and effect (or if modified, stating all such modifications);(ii)that no lessor defaults exist; and (iii)stating the amount of any prepaid rent or security deposit. Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) VLPA REVISED 12/15 (PAGE 4 OF 11) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 4 OF 11) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 1256 Wall Avenue, San Bernardino, CA 92404 March 21, 2018 1256 Wall St. - 17.d Packet Pg. 493 Attachment: H&ED.Wall Ave.Exhibit B (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) Property Address: Date: D.MELLO-ROOS TAX;1915 BOND ACT:Within the time specified in paragraph 19,Seller shall:(i)make a good faith effort to obtain a notice from any local agencies that levy a special tax or assessment on the Property (or,if allowed,substantially equivalent notice),pursuant to the Mello-Roos Community Facilities Act,and Improvement Bond Act of 1915,and (ii)promptly deliver to Buyer any such notice obtained. E. SELLER VACANT LAND QUESTIONNAIRE:Seller shall, within the time specified in paragraph 19, complete and provide Buyer with a Seller Vacant Land Questionnaire (C.A.R. Form VLQ). 14. SUBSEQUENT DISCLOSURES:In the event Seller, prior to Close Of Escrow, becomes aware of adverse conditions materially affecting the Property, or any material inaccuracy in disclosures, information or representations previously provided to Buyer of which Buyer is otherwise unaware, Seller shall promptly provide a subsequent or amended disclosure or notice, in writing, covering those items.However, a subsequent or amended disclosure shall not be required for conditions and material inaccuracies disclosed in reports ordered and paid for by Buyer. 15. CHANGES DURING ESCROW: A.Prior to Close Of Escrow, Seller may engage in the following acts, (“Proposed Changes”), subject to Buyer's rights in paragraph 15B:(i) rent or lease any part of the premises;(ii)alter, modify or extend any existing rental or lease agreement;(iii)enter into, alter, modify or extend any service contract(s); or (iv)change the status of the condition of the Property. B.At least 7 (or ) Days prior to any Proposed Changes, Seller shall give written notice to Buyer of such Proposed Changes. Within 5 or ) Days After receipt of such notice, Buyer, in writing, may give Seller notice of Buyer's objection to the Proposed Changes, in which case Seller shall not make the Proposed Changes. 16. CONDITION OF PROPERTY:Unless otherwise agreed in writing:(i)the Property is sold (a) “AS-IS” in its PRESENT physical condition as of the date of Acceptance and (b) subject to Buyer's Investigation rights;(ii)the Property, including pool, spa, landscaping and grounds, is to be maintained in substantially the same condition as on the date of Acceptance; and (iii)all debris and personal property not included in the sale shall be removed by Close Of Escrow. A.Seller shall, within the time specified in paragraph 19A, DISCLOSE KNOWN MATERIAL FACTS AND DEFECTS affecting the Property, including known insurance claims within the past five years, and make any and all other disclosures required by law. B.Buyer has the right to conduct Buyer Investigations of the property and, as specified in paragraph 19B, based upon information discovered in those investigations: (i) cancel this Agreement; or (ii) request that Seller make Repairs or take other action. C. Buyer is strongly advised to conduct investigations of the entire Property in order to determine its present condition. Seller may not be aware of all defects affecting the Property or other factors that Buyer considers important. Property improvements may not be built according to code, in compliance with current Law, or have had permits issued. 17. BUYER'S INVESTIGATION OF PROPERTY AND MATTERS AFFECTING PROPERTY: A.Buyer's acceptance of the condition of, and any other matter affecting the Property, is a contingency of this Agreement as specified in this paragraph and paragraph 19B. Within the time specified in paragraph 19B(1), Buyer shall have the right, at Buyer's expense unless otherwise agreed, to conduct inspections, investigations, tests, surveys and other studies (“Buyer Investigations”), including, but not limited to, the right to:(i)inspect for lead-based paint and other lead-based paint hazards;(ii)inspect for wood destroying pests and organisms;(iii)review the registered sex offender database;(iv)confirm the insurability of Buyer and the Property; and (v)satisfy Buyer as to any matter specified in the attached Buyer's Inspection Advisory (C.A.R. Form BIA). Without Seller's prior written consent, Buyer shall neither make nor cause to be made:(i)invasive or destructive Buyer Investigations except for minimally invasive testing; or ii)inspections by any governmental building or zoning inspector or government employee, unless required by Law. B.Seller shall make the Property available for all Buyer Investigations. Buyer shall (i)as specified in paragraph 19B, complete Buyer Investigations and, either remove the contingency or cancel this Agreement, and (ii)give Seller, at no cost, complete Copies of all Investigation reports obtained by Buyer, which obligation shall survive the termination of this Agreement. C. Buyer indemnity and Seller protection for entry upon property:Buyer shall:(i)keep the Property free and clear of liens;(ii)repair all damage arising from Buyer Investigations; and (iii)indemnify and hold Seller harmless from all resulting liability, claims, demands, damages and costs of Buyer's Investigations. Buyer shall carry, or Buyer shall require anyone acting on Buyer's behalf to carry, policies of liability, workers' compensation and other applicable insurance, defending and protecting Seller from liability for any injuries to persons or property occurring during any Buyer Investigations or work done on the Property at Buyer's direction prior to Close Of Escrow. Seller is advised that certain protections may be afforded Seller by recording a “Notice of Non-responsibility” (C.A.R. Form NNR) for Buyer Investigations and work done on the Property at Buyer's direction. Buyer's obligations under this paragraph shall survive the termination or cancellation of this Agreement and Close Of Escrow. D. BUYER IS STRONGLY ADVISED TO INVESTIGATE THE CONDITION AND SUITABILITY OF ALL ASPECTS OF THE PROPERTY AND ALL MATTERS AFFECTING THE VALUE OR DESIRABILITY OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE ITEMS SPECIFIED BELOW. IF BUYER DOES NOT EXERCISE THESE RIGHTS, BUYER IS ACTING AGAINST THE ADVICE OF BROKERS. BUYER UNDERSTANDS THAT ALTHOUGH CONDITIONS ARE OFTEN DIFFICULT TO LOCATE AND DISCOVER, ALL REAL PROPERTY CONTAINS CONDITIONS THAT ARE NOT READILY APPARENT AND THAT MAY AFFECT THE VALUE OR DESIRABILITY OF THE PROPERTY. BUYER AND SELLER ARE AWARE THAT BROKERS DO NOT GUARANTEE, AND IN NO WAY ASSUME RESPONSIBILITY FOR, THE CONDITION OF THE PROPERTY. BROKERS HAVE NOT AND WILL NOT VERIFY ANY OF THE ITEMS IN THIS PARAGRAPH 17, UNLESS OTHERWISE AGREED IN WRITING. E. SIZE, LINES, ACCESS AND BOUNDARIES:Lot size, property lines, legal or physical access and boundaries including features of the Property shared in common with adjoining landowners, such as walls, fences, roads and driveways, whose use or responsibility for maintenance may have an effect on the Property and any encroachments, easements or similar matters that may affect the Property. Fences, hedges, walls and other natural or constructed barriers or markers do not necessarily identify true Property boundaries. Property lines may be verified by survey.) (Unless otherwise specified in writing, any numerical statements by Brokers regarding lot size are APPROXIMATIONS ONLY, which have not been and will not be verified, and should not be relied upon by Buyer.) F. ZONING AND LAND USE:Past, present, or proposed laws, ordinances, referendums, initiatives, votes, applications and permits affecting the current use of the Property, future development, zoning, building, size, governmental permits and inspections. Any zoning violations, non-conforming uses, or violations of “setback” requirements. (Buyer should also investigate whether these matters affect Buyer's intended use of the Property.) G. UTILITIES AND SERVICES:Availability, costs, restrictions and location of utilities and services, including but not limited to, sewerage, sanitation, septic and leach lines, water, electricity, gas, telephone, cable TV and drainage. Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) VLPA REVISED 12/15 (PAGE 5 OF 11) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 5 OF 11) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 1256 Wall Avenue, San Bernardino, CA 92404 March 21, 2018 1256 Wall St. - 17.d Packet Pg. 494 Attachment: H&ED.Wall Ave.Exhibit B (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) Property Address: Date: H. ENVIRONMENTAL HAZARDS:Potential environmental hazards, including, but not limited to, asbestos, lead-based paint and other lead contamination, radon, methane, other gases, fuel, oil or chemical storage tanks, contaminated soil or water, hazardous waste, waste disposal sites, electromagnetic fields, nuclear sources, and other substances, including mold (airborne, toxic or otherwise), fungus or similar contaminant, materials, products or conditions. I. GEOLOGIC CONDITIONS:Geologic/seismic conditions, soil and terrain stability, suitability and drainage including any slippage, sliding, flooding, drainage, grading, fill (compacted or otherwise), or other soil problems. J. NATURAL HAZARD ZONE:Special Flood Hazard Areas, Potential Flooding (Inundation) Areas, Very High Fire Hazard Zones, State Fire Responsibility Areas, Earthquake Fault Zones, Seismic Hazard Zones, or any other zone for which disclosure is required by Law. K. PROPERTY DAMAGE:Major damage to the Property or any of the structures or non-structural systems and components and any personal property included in the sale from fire, earthquake, floods, landslides or other causes. L. NEIGHBORHOOD, AREA AND PROPERTY CONDITIONS:Neighborhood or area conditions, including Agricultural Use Restrictions pursuant to the Williamson Act (Government Code §§51200-51295), Right To Farm Laws (Civil Code §3482.5 and §3482.6),schools, proximity and adequacy of law enforcement, crime statistics, the proximity of registered felons or offenders, fire protection, other government services, availability, adequacy and cost of any speed-wired, wireless internet connections or other telecommunications or other technology services and installations, proximity to commercial, industrial or agricultural activities, existing and proposed transportation, construction and development that may affect noise, view, or traffic, airport noise, noise or odor from any source, abandoned mining operations on the Property, wild and domestic animals, other nuisances, hazards, or circumstances, protected species, wetland properties, botanical diseases, historic or other governmentally protected sites or improvements, cemeteries, facilities and condition of common areas of common interest subdivisions, and possible lack of compliance with any governing documents or Homeowners' Association requirements, conditions and influences of significance to certain cultures and/or religions, and personal needs, requirements and preferences of Buyer. M. COMMON INTEREST SUBDIVISIONS: OWNER ASSOCIATIONS:Facilities and condition of common areas (facilities such as pools, tennis courts, walkways, or other areas co-owned in undivided interest with others), Owners' Association that has any authority over the subject property, CC&Rs, or other deed restrictions or obligations, and possible lack of compliance with any Owners' Association requirements. N. SPECIAL TAX:Any local agencies that levy a special tax on the Property pursuant to the Mello-Roos Community Facilities Act or Improvement Bond Act of 1915. O. RENTAL PROPERTY RESTRICTIONS:Some cities and counties impose restrictions that limit the amount of rent that can be charged, the maximum number of occupants and the right of a landlord to terminate a tenancy. P. MANUFACTURED HOME PLACEMENT:Conditions that may affect the ability to place and use a manufactured home on the Property. 18. TITLE AND VESTING: A.Within the time specified in paragraph 19,Buyer shall be provided a current preliminary title report (“Preliminary Report”).The Preliminary Report is only an offer by the title insurer to issue a policy of title insurance and may not contain every item affecting title.Buyer's review of the Preliminary Report and any other matters which may affect title are a contingency of this Agreement as specified in paragraph 19B.The company providing the Preliminary Report shall,prior to issuing a Preliminary Report,conduct a search of the General Index for all Sellers except banks or other institutional lenders selling properties they acquired through foreclosure (REOs),corporations,and government entities.Seller shall within 7 Days After Acceptance,give Escrow Holder a completed Statement of Information. B.Title is taken in its present condition subject to all encumbrances, easements, covenants, conditions, restrictions, rights and other matters, whether of record or not, as of the date of Acceptance except for:(i)monetary liens of record (which Seller is obligated to pay off) unless Buyer is assuming those obligations or taking the Property subject to those obligations; and (ii)those matters which Seller has agreed to remove in writing. C.Within the time specified in paragraph 19A, Seller has a duty to disclose to Buyer all matters known to Seller affecting title, whether of record or not. D.At Close Of Escrow, Buyer shall receive a grant deed conveying title (or, for stock cooperative or long-term lease, an assignment of stock certificate or of Seller's leasehold interest), including oil, mineral and water rights if currently owned by Seller. Title shall vest as designated in Buyer's supplemental escrow instructions. THE MANNER OF TAKING TITLE MAY HAVE SIGNIFICANT LEGAL AND TAX CONSEQUENCES. CONSULT AN APPROPRIATE PROFESSIONAL. E.Buyer shall receive a “CLTA/ALTA Homeowner's Policy of Title Insurance”, if applicable to the type of property and buyer. A title company, at Buyer's request, can provide information about the availability, desirability, coverage, and cost of various title insurance coverages and endorsements. If Buyer desires title coverage other than that required by this paragraph, Buyer shall instruct Escrow Holder in writing and shall pay any increase in cost. 19. TIME PERIODS; REMOVAL OF CONTINGENCIES; CANCELLATION RIGHTS: The following time periods may only be extended, altered, modified or changed by mutual written agreement. Any removal of contingencies or cancellation under this paragraph by either Buyer or Seller must be exercised in good faith and in writing (C.A.R. Form CR or CC). A. SELLER HAS: 7 (or ) Days After Acceptance to Deliver to Buyer all Reports, disclosures and information for which Seller is responsible under paragraphs 3M, 7A, 8, 9, 12A, B, and E, 13, 16A and 18A. Buyer after first Delivering to Seller a Notice to Seller to Perform (C.A.R. Form NSP) may cancel this Agreement if Seller has not Delivered the items within the time specified. B. (1) BUYER HAS: 17 (or ) Days After Acceptance, unless otherwise agreed in writing, to: i)complete all Buyer Investigations; review all disclosures, reports, and other applicable information, which Buyer receives from Seller; and approve all matters affecting the Property; and (ii)Deliver to Seller Signed Copies of Statutory Disclosures and other disclosures Delivered by Seller in accordance with paragraph 12A. 2)Within the time specified in paragraph 19B(1), Buyer may request that Seller make repairs or take any other action regarding the Property (C.A.R. Form RR). Seller has no obligation to agree to or respond to (C.A.R. Form RRRR) Buyer's requests. 3)By the end of the time specified in paragraph 19B(1) (or as otherwise specified in this Agreement), Buyer shall Deliver to Seller a removal of the applicable contingency or cancellation (C.A.R. Form CR or CC) of this Agreement. However, if any report, disclosure or information for which Seller is responsible is not Delivered within the time specified in paragraph 19A, then Buyer has 5 (or ) Days After Delivery of any such items, or the time specified in paragraph 19B(1), whichever is later, to Deliver to Seller a removal of the applicable contingency or cancellation of this Agreement. Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) VLPA REVISED 12/15 (PAGE 6 OF 11) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 6 OF 11) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 1256 Wall Avenue, San Bernardino, CA 92404 March 21, 2018 1256 Wall St. - 17.d Packet Pg. 495 Attachment: H&ED.Wall Ave.Exhibit B (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) Property Address: Date: 4) Continuation of Contingency:Even after the end of the time specified in paragraph 19B(1) and before Seller cancels, if at all, pursuant to paragraph 19C, Buyer retains the right, in writing, to either (i) remove remaining contingencies, or (ii) cancel this Agreement based on a remaining contingency. Once Buyer's written removal of all contingencies is Delivered to Seller, Seller may not cancel this Agreement pursuant to paragraph 19C(1). C. SELLER RIGHT TO CANCEL: 1) Seller right to Cancel; Buyer Contingencies:If, by the time specified in this Agreement, Buyer does not Deliver to Seller a removal of the applicable contingency or cancellation of this Agreement, then Seller, after first Delivering to Buyer a Notice to Buyer to Perform (C.A.R. Form NBP), may cancel this Agreement. In such event, Seller shall authorize the return of Buyer's deposit, except for fees incurred by Buyer. 2) Seller right to Cancel; Buyer Contract Obligations:Seller, after first delivering to Buyer a NBP, may cancel this Agreement if, by the time specified in this Agreement, Buyer does not take the following action(s):(i)Deposit funds as required by paragraph 3A or 3B or if the funds deposited pursuant to paragraph 3A or 3B are not good when deposited;(ii)Deliver a notice of FHA or VA costs or terms as required by paragraph 3D(3) (C.A.R. Form FVA);(iii)Deliver a letter as required by paragraph 3J(1);(iv)Deliver verification as required by paragraph 3C or 3H or if Seller reasonably disapproves of the verification provided by paragraph 3C or 3H;(v)Return Statutory Disclosures as required by paragraph 12A; or (vi)Sign or initial a separate liquidated damages form for an increased deposit as required by paragraphs 3B and 27B; or (vii)Provide evidence of authority to sign in a representative capacity as specified in paragraph 19. In such event, Seller shall authorize the return of Buyer's deposit, except for fees incurred by Buyer. D. NOTICE TO BUYER OR SELLER TO PERFORM:The NBP or NSP shall:(i)be in writing;(ii)be signed by the applicable Buyer or Seller; and (iii)give the other Party at least 2(or ) Days After Delivery (or until the time specified in the applicable paragraph, whichever occurs last) to take the applicable action. A NBP or NSP may not be Delivered any earlier than 2 Days Prior to the expiration of the applicable time for the other Party to remove a contingency or cancel this Agreement or meet an obligation specified in paragraph 19. E. EFFECT OF BUYER'S REMOVAL OF CONTINGENCIES:If Buyer removes, in writing, any contingency or cancellation rights, unless otherwise specified in writing, Buyer shall conclusively be deemed to have:(i)completed all Buyer Investigations, and review of reports and other applicable information and disclosures pertaining to that contingency or cancellation right;(ii)elected to proceed with the transaction; and (iii)assumed all liability, responsibility and expense for Repairs or corrections pertaining to that contingency or cancellation right, or for the inability to obtain financing. F. CLOSE OF ESCROW:Before Buyer or Seller may cancel this Agreement for failure of the other Party to close escrow pursuant to this Agreement, Buyer or Seller must first Deliver to the other Party a demand to close escrow (C.A.R. Form DCE). The DCE shall:(i)be signed by the applicable Buyer or Seller; and (ii)give the other Party at least 3 (or ) Days After Delivery to close escrow. A DCE may not be Delivered any earlier than 3 Days Prior to the scheduled close of escrow. G. EFFECT OF CANCELLATION ON DEPOSITS:If Buyer or Seller gives written notice of cancellation pursuant to rights duly exercised under the terms of this Agreement, the Parties agree to Sign mutual instructions to cancel the sale and escrow and release deposits, if any, to the party entitled to the funds, less fees and costs incurred by that party. Fees and costs may be payable to service providers and vendors for services and products provided during escrow. Except as specified below,release of funds will require mutual Signed release instructions from the Parties, judicial decision or arbitration award.If either Party fails to execute mutual instructions to cancel escrow, one Party may make a written demand to Escrow Holder for the deposit (C.A.R. Form BDRD or SDRD). Escrow Holder, upon receipt, shall promptly deliver notice of the demand to the other Party. If, within 10 Days After Escrow Holder's notice, the other Party does not object to the demand, Escrow Holder shall disburse the deposit to the Party making the demand. If Escrow Holder complies with the preceding process, each Party shall be deemed to have released Escrow Holder from any and all claims or liability related to the disbursal of the deposit. Escrow Holder, at its discretion, may nonetheless require mutual cancellation instructions.A Party may be subject to a civil penalty of up to $1,000 for refusal to sign cancellation instructions if no good faith dispute exists as to who is entitled to the deposited funds (Civil Code §1057.3). 20. REPAIRS:Repairs shall be completed prior to final verification of condition unless otherwise agreed in writing. Repairs to be performed at Seller's expense may be performed by Seller or through others, provided that the work complies with applicable Law, including governmental permit, inspection and approval requirements. Repairs shall be performed in a good, skillful manner with materials of quality and appearance comparable to existing materials. It is understood that exact restoration of appearance or cosmetic items following all Repairs may not be possible. Seller shall:(i)obtain invoices and paid receipts for Repairs performed by others;(ii)prepare a written statement indicating the Repairs performed by Seller and the date of such Repairs; and (iii)provide Copies of invoices and paid receipts and statements to Buyer prior to final verification of condition. 21. FINAL VERIFICATION OF CONDITION:Buyer shall have the right to make a final verification of the Property within 5 (or ) Days Prior to Close Of Escrow, NOT AS A CONTINGENCY OF THE SALE, but solely to confirm:(i)the Property is maintained pursuant to paragraph 16;(ii)Repairs have been completed as agreed; and (iii)Seller has complied with Seller's other obligations under this Agreement (C.A.R. Form VP). 22. ENVIRONMENTAL HAZARD CONSULTATION:Buyer and Seller acknowledge:(i)Federal, state, and local legislation impose liability upon existing and former owners and users of real property, in applicable situations, for certain legislatively defined, environmentally hazardous substances;(ii)Broker(s) has/have made no representation concerning the applicability of any such Law to this transaction or to Buyer or to Seller, except as otherwise indicated in this Agreement;(iii)Broker(s) has/have made no representation concerning the existence, testing, discovery, location and evaluation of/for, and risks posed by, environmentally hazardous substances, if any, located on or potentially affecting the Property; and (iv)Buyer and Seller are each advised to consult with technical and legal experts concerning the existence, testing, discovery, location and evaluation of/for, and risks posed by, environmentally hazardous substances, if any, located on or potentially affecting the Property. 23. PRORATIONS OF PROPERTY TAXES AND OTHER ITEMS:Unless otherwise agreed in writing, the following items shall be PAID CURRENT and prorated between Buyer and Seller as of Close Of Escrow: real property taxes and assessments, interest, rents, HOA regular, special, and emergency dues and assessments imposed prior to Close Of Escrow, premiums on insurance assumed by Buyer, payments on bonds and assessments assumed by Buyer, and payments on Mello-Roos and other Special Assessment Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) VLPA REVISED 12/15 (PAGE 7 OF 11) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 7 OF 11) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 1256 Wall Avenue, San Bernardino, CA 92404 March 21, 2018 1256 Wall St. - 17.d Packet Pg. 496 Attachment: H&ED.Wall Ave.Exhibit B (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) Property Address: Date: District bonds and assessments that are now a lien. The following items shall be assumed by Buyer WITHOUT CREDIT toward the purchase price: prorated payments on Mello-Roos and other Special Assessment District bonds and assessments and HOA special assessments that are now a lien but not yet due. Property will be reassessed upon change of ownership. Any supplemental tax bills shall be paid as follows:(i)for periods after Close Of Escrow, by Buyer; and (ii)for periods prior to Close Of Escrow, by Seller (see C.A.R. Form SPT or SBSA for further information). TAX BILLS ISSUED AFTER CLOSE OF ESCROW SHALL BE HANDLED DIRECTLY BETWEEN BUYER AND SELLER. Prorations shall be made based on a 30-day month. 24. BROKERS: A. COMPENSATION:Seller or Buyer, or both, as applicable, agrees to pay compensation to Broker as specified in a separate written agreement between Broker and that Seller or Buyer. Compensation is payable upon Close Of Escrow, or if escrow does not close, as otherwise specified in the agreement between Broker and that Seller or Buyer. B. SCOPE OF DUTY:Buyer and Seller acknowledge and agree that Broker:(i)Does not decide what price Buyer should pay or Seller should accept;(ii)Does not guarantee the condition of the Property;(iii)Does not guarantee the performance, adequacy or completeness of inspections, services, products or repairs provided or made by Seller or others;(iv)Does not have an obligation to conduct an inspection of common areas or areas off the site of the Property;(v)Shall not be responsible for identifying defects on the Property, in common areas, or offsite unless such defects are visually observable by an inspection of reasonably accessible areas of the Property or are known to Broker;(vi)Shall not be responsible for inspecting public records or permits concerning the title or use of Property;(vii)Shall not be responsible for identifying the location of boundary lines or other items affecting title;(viii)Shall not be responsible for verifying square footage, representations of others or information contained in Investigation reports, Multiple Listing Service, advertisements, flyers or other promotional material;(ix)Shall not be responsible for determining the fair market value of the Property or any personal property included in the sale;(x)Shall not be responsible for providing legal or tax advice regarding any aspect of a transaction entered into by Buyer or Seller; and (xi)Shall not be responsible for providing other advice or information that exceeds the knowledge, education and experience required to perform real estate licensed activity. Buyer and Seller agree to seek legal, tax, insurance, title and other desired assistance from appropriate professionals. 25. REPRESENTATIVE CAPACITY:If one or more Parties is signing the Agreement in a representative capacity and not for him/herself as an individual then that Party shall so indicate in paragraph 37 or 38 and attach a Representative Capacity Signature Addendum (C.A.R. Form RCSD). Wherever the signature or initials of the representative identified in the RCSD appear on the Agreement or any related documents, it shall be deemed to be in a representative capacity for the entity described and not in an individual capacity, unless otherwise indicated. The Party acting in a representative capacity (i) represents that the entity for which that party is acting already exists and (ii) shall Deliver to the other Party and Escrow Holder, within 3 Days After Acceptance, evidence of authority to act in that capacity (such as but not limited to: applicable portion of the trust or Certification Of Trust (Probate Code §18100.5), letters testamentary, court order, power of attorney, corporate resolution, or formation documents of the business entity). 26. JOINT ESCROW INSTRUCTIONS TO ESCROW HOLDER: A. The following paragraphs, or applicable portions thereof, of this Agreement constitute the joint escrow instructions of Buyer and Seller to Escrow Holder,which Escrow Holder is to use along with any related counter offers and addenda, and any additional mutual instructions to close the escrow: paragraphs 1, 3, 4B, 5, 6, 7A, 8, 9, 12B, 18, 19G, 23, 24A, 25, 26, 32, 35, 36, 37, 38 and paragraph D of the section titled Real Estate Brokers on page 11. If a Copy of the separate compensation agreement(s) provided for in paragraph 24A, or paragraph D of the section titled Real Estate Brokers on page 10 is deposited with Escrow Holder by Broker, Escrow Holder shall accept such agreement(s) and pay out from Buyer's or Seller's funds, or both, as applicable, the Broker's compensation provided for in such agreement(s). The terms and conditions of this Agreement not set forth in the specified paragraphs are additional matters for the information of Escrow Holder, but about which Escrow Holder need not be concerned. Buyer and Seller will receive Escrow Holder's general provisions, if any, directly from Escrow Holder and will execute such provisions within the time specified in paragraph 9B(1)(c). To the extent the general provisions are inconsistent or conflict with this Agreement, the general provisions will control as to the duties and obligations of Escrow Holder only. Buyer and Seller will execute additional instructions, documents and forms provided by Escrow Holder that are reasonably necessary to close the escrow and, as directed by Escrow Holder, within 3 (or Days, shall pay to Escrow Holder or HOA or HOA management company or others any fee required by paragraphs 9, 12 or elsewhere in this Agreement. B.A Copy of this Agreement including any counter offer(s) and addenda shall be delivered to Escrow Holder within 3 Days After Acceptance(or ). Buyer and Seller authorize Escrow Holder to accept and rely on Copies and Signatures as defined in this Agreement as originals, to open escrow and for other purposes of escrow. The validity of this Agreement as between Buyer and Seller is not affected by whether or when Escrow Holder Signs this Agreement. Escrow Holder shall provide Seller's Statement of Information to Title company when received from Seller. If Seller delivers an affidavit to Escrow Holder to satisfy Seller's FIRPTA obligation under paragraph 12B, Escrow Holder shall deliver to Buyer a Qualified Substitute statement that complies with federal Law. C.Brokers are a party to the escrow for the sole purpose of compensation pursuant to paragraph 24A and paragraph D of the section titled Real Estate Brokers on page 11. Buyer and Seller irrevocably assign to Brokers compensation specified in paragraph 24A, and irrevocably instruct Escrow Holder to disburse those funds to Brokers at Close Of Escrow or pursuant to any other mutually executed cancellation agreement. Compensation instructions can be amended or revoked only with the written consent of Brokers. Buyer and Seller shall release and hold harmless Escrow Holder from any liability resulting from Escrow Holder's payment to Broker(s) of compensation pursuant to this Agreement. D.Upon receipt, Escrow Holder shall provide Seller and Seller's Broker verification of Buyer's deposit of funds pursuant to paragraph 3A and 3B. Once Escrow Holder becomes aware of any of the following, Escrow Holder shall immediately notify all Brokers:(i)if Buyer's initial or any additional deposit is not made pursuant to this Agreement, or is not good at time of deposit with Escrow Holder; or (ii)if Buyer and Seller instruct Escrow Holder to cancel escrow. E.A Copy of any amendment that affects any paragraph of this Agreement for which Escrow Holder is responsible shall be delivered to Escrow Holder within 3 Days after mutual execution of the amendment. Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) VLPA REVISED 12/15 (PAGE 8 OF 11) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 8 OF 11) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 1256 Wall Avenue, San Bernardino, CA 92404 March 21, 2018 1256 Wall St. - 17.d Packet Pg. 497 Attachment: H&ED.Wall Ave.Exhibit B (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) Property Address: Date: 27. REMEDIES FOR BUYER'S BREACH OF CONTRACT: A. Any clause added by the Parties specifying a remedy (such as release or forfeiture of deposit or making a deposit non- refundable) for failure of Buyer to complete the purchase in violation of this Agreement shall be deemed invalid unless the clause independently satisfies the statutory liquidated damages requirements set forth in the Civil Code. B.LIQUIDATED DAMAGES:If Buyer fails to complete this purchase because of Buyer's default,Seller shall retain,as liquidated damages,the deposit actually paid.Buyer and Seller agree that this amount is a reasonable sum given that it is impractical or extremely difficult to establish the amount of damages that would actually be suffered by Seller in the event Buyer were to breach this Agreement.Release of funds will require mutual,Signed release instructions from both Buyer and Seller,judicial decision or arbitration award.AT TIME OF ANY INCREASED DEPOSIT BUYER AND SELLER SHALL SIGN A SEPARATE LIQUIDATED DAMAGES PROVISION INCORPORATING THE INCREASED DEPOSIT AS LIQUIDATED DAMAGES (C.A.R.FORM RID). Buyer's Initials / Seller's Initials / 28. DISPUTE RESOLUTION: A. MEDIATION:The Parties agree to mediate any dispute or claim arising between them out of this Agreement, or any resulting transaction, before resorting to arbitration or court action through the C.A.R. Consumer Mediation Center (www. consumermediation.org)or through any other mediation provider or service mutually agreed to by the Parties. The Parties also agree to mediate any disputes or claims with Broker(s), who, in writing, agree to such mediation prior to, or within a reasonable time after, the dispute or claim is presented to the Broker.Mediation fees, if any, shall be divided equally among the Parties involved. If, for any dispute or claim to which this paragraph applies, any Party (i) commences an action without first attempting to resolve the matter through mediation, or (ii) before commencement of an action, refuses to mediate after a request has been made, then that Party shall not be entitled to recover attorney fees, even if they would otherwise be available to that Party in any such action. THIS MEDIATION PROVISION APPLIES WHETHER OR NOT THE ARBITRATION PROVISION IS INITIALED.Exclusions from this mediation agreement are specified in paragraph 28C. B. ARBITRATION OF DISPUTES: The Parties agree that any dispute or claim in Law or equity arising between them out of this Agreement or any resulting transaction, which is not settled through mediation, shall be decided by neutral, binding arbitration. The Parties also agree to arbitrate any disputes or claims with Broker(s), who, in writing, agree to such arbitration prior to, or within a reasonable time after, the dispute or claim is presented to the Broker. The arbitrator shall be a retired judge or justice, or an attorney with at least 5 years of transactional real estate Law experience, unless the parties mutually agree to a different arbitrator. The Parties shall have the right to discovery in accordance with Code of Civil Procedure §1283.05. In all other respects, the arbitration shall be conducted in accordance with Title 9 of Part 3 of the Code of Civil Procedure. Judgment upon the award of the arbitrator(s) may be entered into any court having jurisdiction. Enforcement of this agreement to arbitrate shall be governed by the Federal Arbitration Act. Exclusions from this arbitration agreement are specified in paragraph 28C. NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.” WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES'PROVISION TO NEUTRAL ARBITRATION.” Buyer's Initials / Seller's Initials / C. ADDITIONAL MEDIATION AND ARBITRATION TERMS: 1) EXCLUSIONS: The following matters are excluded from mediation and arbitration: (i) a judicial or non-judicial foreclosure or other action or proceeding to enforce a deed of trust, mortgage or installment land sale contract as defined in Civil Code §2985; (ii) an unlawful detainer action; and (iii) any matter that is within the jurisdiction of a probate, small claims or bankruptcy court. 2) PRESERVATION OF ACTIONS: The following shall not constitute a waiver nor violation of the mediation and arbitration provisions: (i) the filing of a court action to preserve a statute of limitations; (ii) the filing of a court action to enable the recording of a notice of pending action, for order of attachment, receivership, injunction, or other provisional remedies; or (iii) the filing of a mechanic's lien. 3) BROKERS: Brokers shall not be obligated nor compelled to mediate or arbitrate unless they agree to do so in writing. Any Broker(s) participating in mediation or arbitration shall not be deemed a party to the Agreement. 29. SELECTION OF SERVICE PROVIDERS:Brokers do not guarantee the performance of any vendors, service or product providers Providers”), whether referred by Broker or selected by Buyer, Seller or other person. Buyer and Seller may select ANY Providers of their own choosing. 30. MULTIPLE LISTING SERVICE (“MLS”):Brokers are authorized to report to the MLS a pending sale and, upon Close Of Escrow, the sales price and other terms of this transaction shall be provided to the MLS to be published and disseminated to persons and entities authorized to use the information on terms approved by the MLS. Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) VLPA REVISED 12/15 (PAGE 9 OF 11) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 9 OF 11) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 1256 Wall Avenue, San Bernardino, CA 92404 March 21, 2018 1256 Wall St. - 17.d Packet Pg. 498 Attachment: H&ED.Wall Ave.Exhibit B (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) Property Address: Date: 31. ATTORNEY FEES:In any action, proceeding, or arbitration between Buyer and Seller arising out of this Agreement, the prevailing Buyer or Seller shall be entitled to reasonable attorneys fees and costs from the non-prevailing Buyer or Seller, except as provided in paragraph 28A. 32.ASSIGNMENT:Buyer shall not assign all or any part of Buyer's interest in this Agreement without first having obtained the written consent of Seller.Such consent shall not be unreasonably withheld unless otherwise agreed in writing. Any total or partial assignment shall not relieve Buyer of Buyer's obligations pursuant to this Agreement unless otherwise agreed in writing by Seller (C.A.R.Form AOAA). 33. EQUAL HOUSING OPPORTUNITY:The Property is sold in compliance with federal, state and local anti-discrimination Laws. 34. TERMS AND CONDITIONS OF OFFER:This is an offer to purchase the Property on the above terms and conditions. The liquidated damages paragraph or the arbitration of disputes paragraph is incorporated in this Agreement if initialed by all Parties or if incorporated by mutual agreement in a counteroffer or addendum. If at least one but not all Parties initial, a counter offer is required until agreement is reached. Seller has the right to continue to offer the Property for sale and to accept any other offer at any time prior to notification of Acceptance. Buyer has read and acknowledges receipt of a Copy of the offer and agrees to the confirmation of agency relationships. If this offer is accepted and Buyer subsequently defaults, Buyer may be responsible for payment of Brokers' compensation. This Agreement and any supplement, addendum or modification, including any Copy, may be Signed in two or more counterparts, all of which shall constitute one and the same writing. 35. TIME OF ESSENCE; ENTIRE CONTRACT; CHANGES:Time is of the essence. All understandings between the Parties are incorporated in this Agreement. Its terms are intended by the Parties as a final, complete and exclusive expression of their Agreement with respect to its subject matter, and may not be contradicted by evidence of any prior agreement or contemporaneous oral agreement. If any provision of this Agreement is held to be ineffective or invalid, the remaining provisions will nevertheless be given full force and effect. Except as otherwise specified, this Agreement shall be interpreted and disputes shall be resolved in accordance wth the Laws of the State of California.Neither this Agreement nor any provision in it may be extended, amended, modified, altered or changed, except in writing Signed by Buyer and Seller. 36. DEFINITIONS:As used in this Agreement: A. “Acceptance”means the time the offer or final counter offer is accepted in writing by a Party and is delivered to and personally received by the other Party or that Party's authorized agent in accordance with the terms of this offer or a final counter offer. B. “Agreement”means this document and any counter offers and any incorporated addenda, collectively forming the binding agreement between the Parties. Addenda are incorporated only when Signed by all Parties. C.“C.A.R.Form”means the most current version of the specific form referenced or another comparable form agreed to by the parties. D. “Close Of Escrow”means the date the grant deed, or other evidence of transfer of title, is recorded. E. “Copy”means copy by any means including photocopy, NCR, facsimile and electronic. F. “Days”means calendar days. However, after Acceptance, the last Day for performance of any act required by this Agreement including Close Of Escrow) shall not include any Saturday, Sunday, or legal holiday and shall instead be the next Day. G. “Days After”means the specified number of calendar days after the occurrence of the event specified, not counting the calendar date on which the specified event occurs, and ending at 11:59 PM on the final day. H. “Days Prior”means the specified number of calendar days before the occurrence of the event specified, not counting the calendar date on which the specified event is scheduled to occur. I. “Deliver”, “Delivered” or “Delivery”,unless otherwise specified in writing, means and shall be effective upon: personal receipt by Buyer or Seller or the individual Real Estate Licensee for that principal as specified in the section titled Real Estate Brokers on page11, regardless of the method used (i.e., messenger, mail, email, fax, other). J. “Electronic Copy” or “Electronic Signature”means, as applicable, an electronic copy or signature complying with California Law. Buyer and Seller agree that electronic means will not be used by either Party to modify or alter the content or integrity of this Agreement without the knowledge and consent of the other Party. K. “Law”means any law, code, statute, ordinance, regulation, rule or order, which is adopted by a controlling city, county, state or federal legislative, judicial or executive body or agency. L. “Repairs”means any repairs (including pest control), alterations, replacements, modifications or retrofitting of the Property provided for under this Agreement. M. “Signed”means either a handwritten or electronic signature on an original document, Copy or any counterpart. 37. EXPIRATION OF OFFER:This offer shall be deemed revoked and the deposit, if any, shall be returned to Buyer unless the offer is Signed by Seller and a Copy of the Signed offer is personally received by Buyer,or by , who is authorized to receive it, by 5:00 PM on the third Day after this offer is signed by Buyer (or by AM/ PM, on date)). One or more Buyers is signing the Agreement in a representative capacity and not for him/herself as an individual. See attached Representative Capacity Signature Disclosure (C.A.R. Form RCSD-B) for additional terms. Date BUYER Print name) Date BUYER Print name) Additional Signature Addendum attached (C.A.R. Form ASA). Buyer's Initials ( ) ( ) Seller's Initials ( ) ( ) VLPA REVISED 12/15 (PAGE 10 OF 11) VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 10 OF 11) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 1256 Wall Avenue, San Bernardino, CA 92404 March 21, 2018 Leaping Frog Investments, LLC 1256 Wall St. - 17.d Packet Pg. 499 Attachment: H&ED.Wall Ave.Exhibit B (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) Property Address: Date: 38. ACCEPTANCE OF OFFER:Seller warrants that Seller is the owner of the Property, or has the authority to execute this Agreement. Seller accepts the above offer and agrees to sell the Property on the above terms and conditions, and agrees to the above confirmation of agency relationships. Seller has read and acknowledges receipt of a Copy of this Agreement, and authorizes Broker to Deliver a Signed Copy to Buyer. If checked)SELLER'S ACCEPTANCE IS SUBJECT TO ATTACHED COUNTER OFFER (C.A.R.Form SCO or SMCO)DATED: One or more Sellers is signing the Agreement in a representative capacity and not for him/herself as an individual. See attached Representative Capacity Signature Disclosure (C.A.R. Form RCSD-S) for additional terms. Date SELLER Print name) Date SELLER Print name) Additional Signature Addendum attached (C.A.R. Form ASA). Do not initial if making a counter offer.) CONFIRMATION OF ACCEPTANCE: A Copy of Signed Acceptance was Initials) personally received by Buyer or Buyer's authorized agent on (date) at AM/ PM.A binding Agreement is created when a Copy of Signed Acceptance is personally received by Buyer or Buyer's authorized agent whether or not confirmed in this document. Completion of this confirmation is not legally required in order to create a binding Agreement; it is solely intended to evidence the date that Confirmation of Acceptance has occurred. REAL ESTATE BROKERS: A. Real Estate Brokers are not parties to the Agreement between Buyer and Seller. B. Agency relationships are confirmed as stated in paragraph 2. C.If specified in paragraph 3A(2), Agent who submitted the offer for Buyer acknowledges receipt of deposit. D. COOPERATING BROKER COMPENSATION:Listing Broker agrees to pay Cooperating Broker (Selling Firm) and Cooperating Broker agrees to accept, out of Listing Broker's proceeds in escrow, the amount specified in the MLS, provided Cooperating Broker is a Participant of the MLS in which the Property is offered for sale or a reciprocal MLS. If Listing Broker and Cooperating Broker are not both Participants of the MLS, or a reciprocal MLS, in which the Property is offered for sale, then compensation must be specified in a separate written agreement (C.A.R. Form CBC). Declaration of License and Tax (C.A.R. Form DLT) may be used to document that tax reporting will be required or that an exemption exists. Real Estate Broker (Selling Firm) CalBRE Lic. # By CalBRE Lic. # Date By CalBRE Lic. # Date Address City State Zip Telephone Fax E-mail Real Estate Broker (Listing Firm) CalBRE Lic. # By CalBRE Lic. # Date By CalBRE Lic. # Date Address City State Zip Telephone Fax E-mail ESCROW HOLDER ACKNOWLEDGMENT: Escrow Holder acknowledges receipt of a Copy of this Agreement, (if checked, a deposit in the amount of $ ), counter offer numbers Seller's Statement of Information and and agrees to act as Escrow Holder subject to paragraph 26 of this Agreement, any supplemental escrow instructions and the terms of Escrow Holder's general provisions. Escrow Holder is advised that the date of Confirmation of Acceptance of the Agreement as between Buyer and Seller is Escrow Holder Escrow # By Date Address Phone/Fax/E-mail Escrow Holder has the following license number # Department of Business Oversight, Department of Insurance, Bureau of Real Estate. PRESENTATION OF OFFER:() Listing Broker presented this offer to Seller on (date). Broker or Designee Initials REJECTION OF OFFER:()( ) No counter offer is being made. This offer was rejected by Seller on (date). Seller's Initials 1996- 2015, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS® (C.A.R.). NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. Published and Distributed by: Buyer's Acknowledge that page 11 is part of REAL ESTATE BUSINESS SERVICES, INC.this Agreement ( ) ( ) a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 ReviewedbyVLPAREVISED12/15 (PAGE 11 OF 11)Broker or Designee VACANT LAND PURCHASE AGREEMENT (VLPA PAGE 11 OF 11) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 1256 Wall Avenue, San Bernardino, CA 92404 March 21, 2018 Hilgenberg Realty Inc.01417409 Heath Michael Hilgenberg 01242139 KELLER WILLIAMS REALTY 01904376 LARA FERNANDEZ 02015587 1473 FORD STREET STE 200 REDLANDS CA 92373 909)793-2100 (909)793-8200 lara_janel92@yahoo.com 1256 Wall St. - 17.d Packet Pg. 500 Attachment: H&ED.Wall Ave.Exhibit B (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) BUYER'S INSPECTION ADVISORY C.A.R. Form BIA, Revised 11/14) Property Address:("Property"). 1. IMPORTANCE OF PROPERTY INVESTIGATION:The physical condition of the land and improvements being purchased is not guaranteed by either Seller or Brokers. You have an affirmative duty to exercise reasonable care to protect yourself, including discovery of the legal, practical and technical implications of disclosed facts, and the investigation and verification of information and facts that you know or that are within your diligent attention and observation. A general physical inspection typically does not cover all aspects of the Property nor items affecting the Property that are not physically located on the Property. If the professionals recommend further investigations, including a recommendation by a pest control operator to inspect inaccessible areas of the Property, you should contact qualified experts to conduct such additional investigations. 2. BROKER OBLIGATIONS:Brokers do not have expertise in all areas and therefore cannot advise you on many items, such as those listed below. If Broker gives you referrals to professionals, Broker does not guarantee their performance. 3.YOU ARE STRONGLY ADVISED TO INVESTIGATE THE CONDITION AND SUITABILITY OF ALL ASPECTS OF THE PROPERTY, INCLUDING BUT NOT LIMIITED TO THE FOLLOWING.IF YOU DO NOT DO SO,YOU ARE ACTING AGAINST THE ADVICE OF BROKERS. A. GENERAL CONDITION OF THE PROPERTY, ITS SYSTEMS AND COMPONENTS:Foundation, roof (condition, age, leaks, useful life), plumbing, heating, air conditioning, electrical, mechanical, security, pool/spa (cracks, leaks, operation), other structural and nonstructural systems and components, fixtures, built-in appliances, any personal property included in the sale, and energy efficiency of the Property. B. SQUARE FOOTAGE, AGE, BOUNDARIES:Square footage, room dimensions, lot size, age of improvements and boundaries. Any numerical statements regarding these items are APPROXIMATIONS ONLY and have not been verified by Seller and cannot be verified by Brokers. Fences, hedges, walls, retaining walls and other barriers or markers do not necessarily identify true Property boundaries. C.WOOD DESTROYING PESTS:Presence of,or conditions likely to lead to the presence of wood destroying pests and organisms. D. SOIL STABILITY:Existence of fill or compacted soil, expansive or contracting soil, susceptibility to slippage, settling or movement, and the adequacy of drainage. E. WATER AND UTILITIES; WELL SYSTEMS AND COMPONENTS;WASTE DISPOSAL:Water and utility availability, use restrictions and costs. Water quality, adequacy, condition, and performance of well systems and components. The type, size, adequacy, capacity and condition of sewer and septic systems and components, connection to sewer, and applicable fees. F. ENVIRONMENTAL HAZARDS:Potential environmental hazards, including, but not limited to, asbestos, lead-based paint and other lead contamination, radon, methane, other gases, fuel oil or chemical storage tanks, contaminated soil or water, hazardous waste, waste disposal sites, electromagnetic fields, nuclear sources, and other substances, materials, products, or conditions (including mold (airborne, toxic or otherwise), fungus or similar contaminants). G.EARTHQUAKES AND FLOODING:Susceptibility of the Property to earthquake/seismic hazards and propensity of the Property to flood. H.FIRE,HAZARD AND OTHER INSURANCE:The availability and cost of necessary or desired insurance may vary.The location of the Property in a seismic,flood or fire hazard zone,and other conditions,such as the age of the Property and the claims history of the Property and Buyer,may affect the availability and need for certain types of insurance.Buyer should explore insurance options early as this information may affect other decisions,including the removal of loan and inspection contingencies. I.BUILDING PERMITS,ZONING AND GOVERNMENTAL REQUIREMENTS:Permits,inspections,certificates,zoning,other governmental limitations,restrictions,and requirements affecting the current or future use of the Property,its development or size. J.RENTAL PROPERTY RESTRICTIONS:Some cities and counties impose restrictions that limit the amount of rent that can be charged, the maximum number of occupants,and the right of a landlord to terminate a tenancy.Deadbolt or other locks and security systems for doors and windows,including window bars,should be examined to determine whether they satisfy legal requirements. K. SECURITY AND SAFETY:State and local Law may require the installation of barriers, access alarms, self-latching mechanisms and/or other measures to decrease the risk to children and other persons of existing swimming pools and hot tubs, as well as various fire safety and other measures concerning other features of the Property. L. NEIGHBORHOOD, AREA, SUBDIVISION CONDITIONS; PERSONAL FACTORS:Neighborhood or area conditions, including schools, law enforcement, crime statistics, registered felons or offenders, fire protection, other government services, availability, adequacy and cost of internet connections or other technology services and installations, commercial, industrial or agricultural activities, existing and proposed transportation, construction and development that may affect noise, view, or traffic, airport noise, noise or odor from any source, wild and domestic animals, other nuisances, hazards, or circumstances, protected species, wetland properties, botanical diseases, historic or other governmentally protected sites or improvements, cemeteries, facilities and condition of common areas of common interest subdivisions, and possible lack of compliance with any governing documents or Homeowners' Association requirements, conditions and influences of significance to certain cultures and/or religions, and personal needs, requirements and preferences of Buyer. By signing below,Buyers acknowledge that they have read,understand,accept and have received a Copy of this Advisory. Buyers are encouraged to read it carefully. Buyer Buyer 1991-2004, California Association of REALTORS®, Inc. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS® (C.A.R.). NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, INC. Reviewed by Date a subsidiary of the California Association of REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 BIA REVISED 11/14 (PAGE 1 OF 1) BUYER'S INSPECTION ADVISORY (BIA PAGE 1 OF 1) Phone: Fax: Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com 1256 Wall Avenue, San Bernardino, CA 92404 Leaping Frog Investments, LLC Keller Williams Realty, 1473 Ford Street Ste 200 Redlands CA 92373 (928)848-8585 1256 Wall St. - Lara Fernandez 17.d Packet Pg. 501 Attachment: H&ED.Wall Ave.Exhibit B (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) POSSIBLE REPRESENTATION OF MORE THAN ONE BUYER OR SELLER - DISCLOSURE AND CONSENT C.A.R. Form PRBS, 11/14) A real estate broker (Broker),whether a corporation,partnership or sole proprietorship,may represent more than one buyer or seller.This multiple representation can occur through an individual licensed as a broker or salesperson or through different individual broker's or salespersons (associate licensees)acting under the Broker's license.The associate licensees may be working out of the same or different office locations. Multiple Buyers:Broker (individually or through its associate licensees) may be working with many prospective buyers at the same time.These prospective buyers may have an interest in,and make offers on,the same properties.Some of these properties may be listed with Broker and some may not. Broker will not limit or restrict any particular buyer from making an offer on any particular property whether or not Broker represents other buyers interested in the same property. Multiple Sellers:Broker (individually or through its associate licensees)may have listings on many properties at the same time.As a result,Broker will attempt to find buyers for each of those listed properties.Some listed properties may appeal to the same prospective buyers. Some properties may attract more prospective buyers than others.Some of these prospective buyers may be represented by Broker and some may not. Broker will market all listed properties to all prospective buyers whether or not Broker has another or other listed properties that may appeal to the same prospective buyers. Dual Agency:If Seller is represented by Broker, Seller acknowledges that broker may represent prospective buyers of Seller's property and consents to Broker acting as a dual agent for both seller and buyer in that transaction. If Buyer is represented by Broker, buyer acknowledges that Broker may represent sellers of property that Buyer is interested in acquiring and consents to Broker acting as a dual agent for both buyer and seller with regard to that property. In the event of dual agency, seller and buyer agree that:(a)Broker, without the prior written consent of the Buyer, will not disclose to seller that the Buyer is willing to pay a price greater than the offered price;(b)Broker, without the prior written consent of the seller, will not disclose to the buyer that seller is willing to sell property at a price less than the listing price; and (c)other than as set forth in (a)and (b)above,a dual agent is obligated to disclose known facts materially affecting the value or desirability of the property to both parties. Offers not necessarily confidential:Buyer is advised that seller or listing agent may disclose the existence, terms, or conditions of buyer's offer unless all parties and their agent have signed a written confidentiality agreement.Whether any such information is actually disclosed depends on many factors,such as current market conditions,the prevailing practice in the real estate community, the listing agent's marketing strategy and the instructions of the seller. Buyer and seller understand that Broker may represent more than one buyer or more than one seller and even both buyer and seller on the same transaction and consents to such relationships. Seller and/or Buyer acknowledges reading and understanding this Possible Representation of More Than One Buyer or Seller - Disclosure and Consent and agrees to the agency possibilities disclosed. Seller Date Seller Date Buyer Date Buyer Date Real Estate Broker (Firm) CalBRE Lic # Date By CalBRE Lic # Date Real Estate Broker (Firm) CalBRE Lic # Date By CalBRE Lic # Date 2014,California Association of REALTORS®,Inc.United States copyright law (Title 17 U.S.Code)forbids the unauthorized distribution,display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS® (C.A.R.). NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. Published and Distributed by: REAL ESTATE BUSINESS SERVICES, INC. a subsidiary of the California Association of REALTORS® 525 South Virgil Avenue, Los Angeles, California 90020 Reviewed by Date PRBS 11/14 (PAGE 1 OF 1) POSSIBLE REPRESENTATION OF MORE THAN ONE BUYER OR SELLER (PRBS PAGE 1 OF 1) Phone: Fax: Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipLogix.com Leaping Frog Investments, LLC KELLER WILLIAMS REALTY 01904376 02015587 LARA FERNANDEZ Hilgenberg Realty Inc.01417409 01242139 Heath Michael Hilgenberg Keller Williams Realty, 1473 Ford Street Ste 200 Redlands CA 92373 (928)848-8585 1256 Wall St. - Lara Fernandez 17.d Packet Pg. 502 Attachment: H&ED.Wall Ave.Exhibit B (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 8 EXHIBIT “C” Broker’s Opinion of Value Prepared by Keller Williams (See Attachment) 17.e Packet Pg. 503 Attachment: H&ED.Wall Ave.Exhibit C (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) PREPARED FOR: Ms. Lisa Connor Project Manager Successor Agency to the Redevelopment Agency of the City of San Bernardino 290 N. “D” Street - 3rd Floor San Bernardino, CA 92401 FOR THE PROPERTY LOCATED AT: 1256 Wall Ave. San Bernardino, CA 92404 APN: 0146-241-07 April 6, 2018 KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not verified its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or financing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 1256 Wall Ave., San Bernardino, CA 92404 17.e Packet Pg. 504 Attachment: H&ED.Wall Ave.Exhibit C (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) TABLE OF CONTENTS Broker’s Opinion of Value •Property Profile •Location Aerial •Assessor’s Parcel Maps •Location Map Comparable Sales Comparable #1 •Property Profile •Assessor’s Parcel Map •Aerial Comparable #2 •Property Profile •Assessor’s Parcel Map •Aerial Comparable #3 •Property Profile •Assessor’s Parcel Map •Aerial Leading Broker’s Resume KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not verified its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or financing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 1256 Wall Ave., San Bernardino, CA 92404 17.e Packet Pg. 505 Attachment: H&ED.Wall Ave.Exhibit C (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) April 6, 2018 Ms. Lisa Connor Project Manager Successor Agency to the Redevelopment Agency of the City of San Bernardino 290 N “D” Street – 3rd Floor San Bernardino, California 92401 RE: Broker Opinion of Value for Site No. 37 – APN 0146-241-07 Dear Ms. Connor: We have prepared the following report regarding our opinion of value for the above referenced property. We utilized a comparable sales approach to determine our opinion of value for this property. Subject Property The subject property is zoned Residential Medium (“RM”), which allows for the development of multi-family townhouses, condominiums and apartments. The property consists of one parcel of land approximately 0.17 acres (7405.2 SF). Comparable Sales As further described within this report, within the last 22 months, there have been 3 property sales which can be used as sale comparable for this Site. The comparable are all zoned RM. The Sale Comparable dates run from June 2016 to October 2017. The Sale Comparables are summarized below: Sales Comparables Summary APN Address Lot SF Sale Value Price/SF Sale Date Property Site 0146-241-07 1256 Wall Ave.7,405.2 $54,000 Sale Comparable #1 0279-074-33 7961 Pedley Rd.6,190 $38,000 $6.14 9/7/2017 Sale Comparable #2 0273-103-04 6955 Perris Hill Rd.20,000 $85,000 $4.25 6/30/2016 Sale Comparable #3 0140-221-09 W. 9th St.7,500 $31,500 $4.20 10/26/2017 Average Price/SF $4.86 KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not verified its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or financing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 1256 Wall Ave., San Bernardino, CA 92404 17.e Packet Pg. 506 Attachment: H&ED.Wall Ave.Exhibit C (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) Broker Opinion of Value Based on the foregoing, the average price per square foot of the three vacant Sale Comparables is $4.86. Applying this average price per square foot to the lot square footage (7,405.2 SF), a value of $35,989 results. It is our opinion that the subject property is worth $35,989. We appreciate the opportunity to prepare this report. Please do not hesitate to call with any questions. Sincerely, Kenneth Patterson BRE #00774852 1473 Ford St. #200 Redlands, CA 92373 951-318-8516 kenpcommercial@gmail.com KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not verified its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or financing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 1256 Wall Ave., San Bernardino, CA 92404 17.e Packet Pg. 507 Attachment: H&ED.Wall Ave.Exhibit C (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) Property Detail Page 1 of 2 The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS Generated on 04/06/2018 1256 Wall Ave, San Bernardino, CA 92404, San Bernardino County Beds N/A Bldg Sq Ft N/A Lot Sq Ft 7,500 MLS List Price $54,000 Baths N/A Yr Built N/A Type VCNT LND-NE Sale Date 01/1991 Active Listing Owner Information Owner Name:Successor Agency/Rda City Of Sn Bndo Tax Billing Zip:92401 Mail Owner Name:Successor Agency/Rda City Of Sn Bndo Tax Billing Zip+4:1520 Tax Billing Address:201 N E St #301 Owner Occupied:No Tax Billing City & State:San Bernardino, CA Location Information Zip Code:92404 Comm College District Code:San Bernardino Vly J Carrier Route:C002 Census Tract:55.00 Zoning:R-M Topography:Flat/Level School District:San Bernardino Neighborhood Code:091-091 Tax Information APN :0146-241-07-0000 Lot:5 Tax Area:7012 Block:C Tax Appraisal Area:12 Water Tax Dist:San Bernardino Vly J Legal Description:DUNN AND BLACK SUB LOT 5 BLK C Characteristics County Land Use:Vacant Land Lot Acres:0.172 Universal Land Use:Vacant Land (NEC)Lot Area:7,500 Lot Frontage:50 Water:Public Lot Depth:150 Sewer:Public Service Listing Information MLS Listing Number:EV17251208 MLS Current List Price:$54,000 MLS Status:Active MLS Original List Price:$54,000 MLS Area:274 - SAN BERNARDINO MLS Listing Agent:Evfernlar-Lara Fernandez MLS Status Change Date:11/04/2017 MLS Listing Broker:KELLER WILLIAMS REALTY MLS Listing #682834779 MLS Status Active MLS Listing Date 10/18/2017 MLS Listing Price $54,000 MLS Orig Listing Price $54,000 MLS Listing Close Price $0 Last Market Sale & Sales History Recording Date:02/27/1991 Sale Type:Full Sale Date:01/1991 Deed Type:Grant Deed Sale Price:$53,000 Owner Name:Successor Agency/Rda City Of Sn Bndo Document Number:66896 Seller:Anderson Florence E 17.e Packet Pg. 508 Attachment: H&ED.Wall Ave.Exhibit C (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) Property Detail Page 2 of 2 The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS Generated on 04/06/2018 Recording Date 12/03/2014 03/18/2011 08/08/2002 02/27/1991 Sale Date 11/24/2014 03/17/2011 08/07/2002 01/1991 Sale Price $36,478 $53,000 Nominal Y Y Buyer Name Redevelopment Agcy Of San Bernard San Bernardino Economic Dev Co Federal Natl Mtg Assn Fnma Garcia Abel & Grace Seller Name San Bernardino Economic Dev Co Redevelopment Agcy Of San Bernard California Reconveyance Co Anderson Florence E Document Number 463051 112434 417135 66896 Document Type Quit Claim Deed Quit Claim Deed Trustee Deed Grant Deed Mortgage History Mortgage Date 02/27/1991 Mortgage Amount $39,500 Mortgage Lender Great Wstrn Bk Mortgage Code Conventional Foreclosure History Document Type Notice Of Trustee's Sale Notice Of Default Notice Of Default Default Date 04/08/2002 04/01/2002 Recording Date 07/12/2002 04/09/2002 04/03/2002 Document Number 359273 173269 164873 Default Amount $1,744 $1,758 Final Judgment Amount $36,313 Original Doc Date 02/27/1991 02/27/1991 02/27/1991 Original Document Number 66897 66897 66897 Property Map *Lot Dimensions are Estimated 17.e Packet Pg. 509 Attachment: H&ED.Wall Ave.Exhibit C (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) Courtesy Of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Map Page 1 of 1 Generated on 04/06/2018 KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not verified its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or financing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 1256 Wall Ave., San Bernardino, CA 92404 17.e Packet Pg. 510 Attachment: H&ED.Wall Ave.Exhibit C (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) 17.e Packet Pg. 511 Attachment: H&ED.Wall Ave.Exhibit C (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) Comparable Sale #1 •Property Profile •Assessor’s Parcel Map •Aerial KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not verified its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or financing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 1256 Wall Ave., San Bernardino, CA 92404 17.e Packet Pg. 512 Attachment: H&ED.Wall Ave.Exhibit C (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) Property Detail Page 1 of 2 The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS Generated on 04/07/2018 7961 Pedley Rd, San Bernardino, CA 92410, San Bernardino County Beds N/A Bldg Sq Ft N/A Lot Sq Ft 6,180 Sale Price $38,000 Baths N/A Yr Built N/A Type VCNT LND-NE Sale Date 09/07/2017 Owner Information Owner Name:Ferrero Tina Tax Billing Zip:92373 Mail Owner Name:Tina Ferrero Tax Billing Zip+4:6535 Tax Billing Address:1200 Sunnyside Ave Owner Vesting:Widow Tax Billing City & State:Redlands, CA Owner Occupied:No Location Information Zip Code:92410 Comm College District Code:San Bernardino Vly J Carrier Route:C011 Census Tract:65.00 Zoning:RM Topography:Flat/Level Tract Number:2345 Neighborhood Code:092-092 School District:San Bernardino Tax Information APN :0279-074-33-0000 Lot:7 Tax Area:107137 Water Tax Dist:San Bernardino Vly J Tax Appraisal Area:12 Fire Dept Tax Dist:San Bernardino Co Legal Description:TR NO 2345 COTTAGE GARDENS LOTS 6 AND 7 EX S 2 FT SD LOT 7 Assessment & Tax Assessment Year 2017 2016 2015 Assessed Value - Total $17,499 $17,156 $16,898 Assessed Value - Land $17,499 $17,156 $16,898 YOY Assessed Change ($)$343 $258 YOY Assessed Change (%)2%1.53% Tax Year Total Tax Change ($)Change (%) 2015 $225 2016 $220 -$4 -1.84% 2017 $677 $457 207.43% Special Assessment Tax Amount Co Land Svcs/Fire Hazard $450.30 Sb Valley Muni Wtr Dbt Svc $26.68 School Bonds $17.62 San Bdno Comm College Bond $6.57 Co Ventor Control $1.30 Total Of Special Assessments $502.47 Characteristics County Land Use:Vacant Land Lot Acres:0.1419 Universal Land Use:Vacant Land (NEC)Lot Area:6,180 Lot Frontage:60 Water:Public Lot Depth:103 Sewer:None Last Market Sale & Sales History 17.e Packet Pg. 513 Attachment: H&ED.Wall Ave.Exhibit C (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) Property Detail Page 2 of 2 The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS Generated on 04/07/2018 Recording Date:09/19/2017 Sale Type:Full Sale Date:09/07/2017 Deed Type:Grant Deed Sale Price:$38,000 Owner Name:Ferrero Tina Document Number:386678 Seller:Ramirez Josie J Recording Date 09/19/2017 Sale Date 09/07/2017 Sale Price $38,000 Buyer Name Ferrero Tina Seller Name Ramirez Josie J Document Number 386678 Document Type Grant Deed Property Map *Lot Dimensions are Estimated 17.e Packet Pg. 514 Attachment: H&ED.Wall Ave.Exhibit C (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) 17.e Packet Pg. 515 Attachment: H&ED.Wall Ave.Exhibit C (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) Courtesy Of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Map Page 1 of 1 Generated on 04/07/2018 KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not verified its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or financing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 1256 Wall Ave., San Bernardino, CA 92404 17.e Packet Pg. 516 Attachment: H&ED.Wall Ave.Exhibit C (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) Comparable Sale #2 •Property Profile •Assessor’s Parcel Map •Aerial KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not verified its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or financing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 1256 Wall Ave., San Bernardino, CA 92404 17.e Packet Pg. 517 Attachment: H&ED.Wall Ave.Exhibit C (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) Property Detail Page 1 of 3 The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS Generated on 04/07/2018 6955 Perris Hill Rd, San Bernardino, CA 92404, San Bernardino County Beds N/A Bldg Sq Ft N/A Lot Sq Ft 20,000 MLS Sale Price $85,000 Baths N/A Yr Built N/A Type VCNT LND-NE MLS Sale Date 06/30/2016 Owner Information Owner Name:A & L Alaska Inc Tax Billing City & State:San Bernardino, CA Mail Owner Name:A & L Alaska Inc Tax Billing Zip:92404 Tax Billing Address:6955 Perris Hill Rd Owner Occupied:Yes Location Information Zip Code:92404 Comm College District Code:San Bernardino Vly J Carrier Route:C004 Census Tract:63.02 Zoning:RM Topography:Flat/Level Tract Number:1964 Neighborhood Code:091-091 School District:San Bernardino Tax Information APN :0273-103-04-0000 Block:3 Tax Area:107144 Water Tax Dist:San Bernardino Vly J Tax Appraisal Area:12 Fire Dept Tax Dist:San Bernardino Co Lot:12 Legal Description:TR NO 1964 BASE LINE GARDENS S 1/2 LOT 12 BLK 3 EX 1/2 MNL RTS Assessment & Tax Assessment Year 2017 2016 2015 Assessed Value - Total $86,700 $60,915 $31,400 Assessed Value - Land $86,700 $60,915 $31,400 YOY Assessed Change ($)$25,785 $29,515 YOY Assessed Change (%)42.33%94% Tax Year Total Tax Change ($)Change (%) 2015 $416 2016 $779 $363 87.26% 2017 $1,120 $341 43.79% Special Assessment Tax Amount Sb Valley Muni Wtr Dbt Svc $132.21 School Bonds $87.30 San Bdno Comm College Bond $32.59 Co Ventor Control $1.30 Total Of Special Assessments $253.40 Characteristics County Land Use:Vacant Land Lot Acres:0.4591 Universal Land Use:Vacant Land (NEC)Lot Area:20,000 Lot Frontage:100 Water:Public Lot Depth:200 Sewer:Public Service Listing Information MLS Listing Number:CV15249288 MLS Original List Price:$95,000 17.e Packet Pg. 518 Attachment: H&ED.Wall Ave.Exhibit C (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) Property Detail Page 2 of 3 The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS Generated on 04/07/2018 MLS Status:Closed Closing Date:06/30/2016 MLS Area:274 - SAN BERNARDINO MLS Sale Price :$85,000 MLS Status Change Date:06/30/2016 MLS Listing Agent:C23430-Dionisio Vallejos MLS Current List Price:$95,000 MLS Listing Broker:REALTY EXECUTIVES EXPERTS Last Market Sale & Sales History Recording Date:06/28/2016 Sale Type:Full Sale Date:Tax: 06/09/2016 MLS: 06/30/2016 Deed Type:Grant Deed Sale Price:$85,000 Owner Name:A & L Alaska Inc Document Number:255184 Seller:Appa Investments LLC Recording Date 08/09/2017 06/28/2016 05/08/2015 12/19/2007 09/13/2006 Sale Date 08/08/2017 06/09/2016 04/30/2015 12/14/2007 08/31/2006 Sale Price $85,000 $35,000 $180,000 Nominal Y Buyer Name A & L Alaska Inc Miramontes Samara Appa Investments LLC Gildner Family Trust Chejoka Nart Seller Name Miramontes Samara Appa Investments LLC Gildner Family Trust Chejoka Nart & Danial Gildner Family Living Trust L Document Number 323271 255184 191272 704284 626472 Document Type Grant Deed Grant Deed Grant Deed Quit Claim Deed Grant Deed Recording Date 11/14/2001 02/11/1991 02/11/1991 Sale Date 11/14/2001 01/1991 01/1991 Sale Price $62,000 Nominal Y Buyer Name Gildner Trust Wsdc Inc W S D C Inc Seller Name Wsdc Inc Mccormick Brian Document Number 520274 48621 48620 Document Type Quit Claim Deed Corporation Grant Deed Deed (Reg) Mortgage History Mortgage Date 06/28/2016 09/13/2006 Mortgage Amount $42,500 $170,000 Mortgage Lender Private Individual Private Individual Mortgage Code Private Party Lender Private Party Lender 17.e Packet Pg. 519 Attachment: H&ED.Wall Ave.Exhibit C (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) 17.ePacket Pg. 520Attachment: H&ED.Wall Ave.Exhibit C (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) Courtesy Of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Map Page 1 of 1 Generated on 04/07/2018 KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not verified its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or financing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 1256 Wall Ave., San Bernardino, CA 92404 17.e Packet Pg. 521 Attachment: H&ED.Wall Ave.Exhibit C (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) Comparable Sale #3 •Property Profile •Assessor’s Parcel Map •Aerial KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not verified its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or financing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 1256 Wall Ave., San Bernardino, CA 92404 17.e Packet Pg. 522 Attachment: H&ED.Wall Ave.Exhibit C (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) Property Detail Page 1 of 2 The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS Generated on 04/07/2018 W 9th St, San Bernardino, CA 92401, San Bernardino County Beds N/A Bldg Sq Ft N/A Lot Sq Ft 7,500 MLS Sale Price $31,500 Baths N/A Yr Built N/A Type VCNT LND-NE MLS Sale Date 10/26/2016 Owner Information Owner Name:Perez Yesenia Tax Billing City & State:Los Angeles, CA Mail Owner Name:Yesenia Perez Tax Billing Zip:90044 Tax Billing Address:1234 W Gage Ave Tax Billing Zip+4:2732 Location Information Zip Code:92401 Census Tract:57.01 School District:San Bernardino Topography:Flat/Level Comm College District Code:San Bernardino Vly J Neighborhood Code:092-092 Tax Information APN :0140-221-09-0000 Lot:8 Tax Area:7001 Block:63 Tax Appraisal Area:12 Water Tax Dist:San Bernardino Vly J Legal Description:C1TY W 50 FT E 100 FT N 150 FT LOT 8 BLK 63 Assessment & Tax Assessment Year 2017 2016 2015 Assessed Value - Total $31,500 $21,300 $18,750 Assessed Value - Land $31,500 $21,300 $18,750 YOY Assessed Change ($)$10,200 $2,550 YOY Assessed Change (%)47.89%13.6% Tax Year Total Tax Change ($)Change (%) 2015 $249 2016 $422 $173 69.43% 2017 $561 $139 32.96% Special Assessment Tax Amount Sbcofire Fp-5 City Snbndo $152.98 Sb Valley Muni Wtr Dbt Svc $48.03 School Bonds $31.72 San Bdno Comm College Bond $11.84 Co Ventor Control $1.30 Total Of Special Assessments $245.87 Characteristics County Land Use:Vacant Land Lot Area:7,500 Universal Land Use:Vacant Land (NEC)Water:Public Lot Acres:0.1722 Sewer:Public Service Listing Information MLS Listing Number:IV16135032 MLS Original List Price:$35,000 MLS Status:Closed Closing Date:10/26/2016 MLS Area:274 - SAN BERNARDINO MLS Sale Price :$31,500 MLS Status Change Date:10/26/2016 MLS Listing Agent:Ivbhatkav-Kavita Bhatia 17.e Packet Pg. 523 Attachment: H&ED.Wall Ave.Exhibit C (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) Property Detail Page 2 of 2 The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS Generated on 04/07/2018 MLS Current List Price:$35,000 MLS Listing Broker:Z REAL ESTATE Last Market Sale & Sales History Recording Date:10/26/2016 Sale Type:Full Sale Date:Tax: 09/14/2016 MLS: 10/26/2016 Deed Type:Grant Deed Sale Price:$31,500 Owner Name:Perez Yesenia Document Number:450574 Seller:Hossain Fida Recording Date 10/26/2016 10/26/2016 10/26/2016 04/09/2004 10/18/1979 Sale Date 09/14/2016 10/18/2016 10/13/2016 03/03/2004 Sale Price $31,500 $26,091 $14,000 Nominal Y Y Buyer Name Perez Yesenia Perel Yesenia Hossain Fida Hossain Fida Raymundo Florentino L & Raymundo Remedios Seller Name Hossain Fida Rodriguez-Gomez Cesar A Hossain Shemul Raymundo Florentino L & Remedios A Document Number 450574 450573 450572 246278 132 Document Type Grant Deed Interspousal Deed Transfer Interspousal Deed Transfer Grant Deed Deed (Reg) Property Map *Lot Dimensions are Estimated 17.e Packet Pg. 524 Attachment: H&ED.Wall Ave.Exhibit C (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) 17.e Packet Pg. 525 Attachment: H&ED.Wall Ave.Exhibit C (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) Courtesy Of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Map Page 1 of 1 Generated on 04/07/2018 KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not verified its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or financing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 1256 Wall Ave., San Bernardino, CA 92404 17.e Packet Pg. 526 Attachment: H&ED.Wall Ave.Exhibit C (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) 04/17/2017 Resume for Kenneth Patterson: 1975 to late 1979 Mess Management Specialist for USN (primary jobs: Staff Cook, Mess Manager, maintained food supplies and Buyers agent for ships food) I was E4 at time of discharge. Licensed as a California Real Estate Agent in 1979 Licensed as a California Real Estate Broker in 1989 Licensed as a Security Dealer with the National Association of Security Dealers (FINRA) in 1995. (Series 7 and 63 license, State of California Fixed and Variable life license) 1993-1995 Manager of Neighborhood Mortgage Corp. in Costa Mesa, Ca. (4 offices in Southern Ca.) We did over $80 million in Originating Residential and Commercial loans yearly. 1995 through 1997 Independent Security Dealer with American Express Financial Advisor. Since 1998 through 2011 I managed Investment Retirement accounts for clients as an Independent Security Dealer and Small Group Health Benefits; through Lighthouse Capital Corporation out of Monterey, CA. From 1979 through 1999 I primarily sold and developed land to and for developers as an independent agent/broker. From 2000 to 2005 I incorporated residential sales into my sales activities because of demand by builders/developers I worked with. At which time I became an associate broker with Coldwell Banker Kivett-Teeters, I averaged 70 closed transactions per-year, until the recent down turn in the market. Mid-year 2005 to August 2012; Coldwell Banker Commercial Kivett-Teeters became the newest Commercial franchise. I deal in Commercial Sales, Building Leases, Ground Leases, land Sales and development. 2003-2007 I have been awarded the International Presidents Circle from Coldwell Banker International, which places me in the top 5% of Sales Associates Internationally. KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not verified its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or financing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 1256 Wall Ave., San Bernardino, CA 92404 17.e Packet Pg. 527 Attachment: H&ED.Wall Ave.Exhibit C (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) August 2012 to Current I moved to Keller Williams Commercial as an Associate Broker in Redlands Ca. Doing the same business practices in the commercial arena, plus I now work with Asset Managers for Defaulted Notes and Real Estate, Probate and Bankruptcy Trustees. I'm also currently an Independent Financial Advisor for Colorado Financial Services. Kenneth Patterson KW Commercial 1473 Ford St Ste #200 Redlands, Ca. 92373 951-318-8516 cell 909-793-8200 Fax kenpcommercial@gmail.com Ca Lic#00774852 KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not verified its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or financing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 1256 Wall Ave., San Bernardino, CA 92404 17.e Packet Pg. 528 Attachment: H&ED.Wall Ave.Exhibit C (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 9 EXHIBIT “D” Purchase and Sale Agreement and Joint Escrow Instructions Between the Successor Agency to the Redevelopment Agency of the City of San Bernardino And Leaping Frog Investments, LLC (See Attachment) 17.f Packet Pg. 529 Attachment: H&ED.Wall Ave.Exhibit D (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS SELLER: Successor Agency to the Redevelopment Agency of the City of San Bernardino BUYER: Leaping Frog Investments, LLC a California limited liability company DATED: June 6, 2018 (1256 Wall Avenue, San Bernardino, California, APN 0146-241-07) 17.f Packet Pg. 530 Attachment: H&ED.Wall Ave.Exhibit D (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) BASIC TERMS Buyer: Leaping Frog Investments, LLC, a California limited liability company Buyer’s Address: Eric Benden P.O. Box 45 Rancho Cucamonga, CA 91729 Tel. 626.222-4803 Email: homevision888@gmail.com John Clark 482 N. Rosemead Boulevard, #103 Pasadena, CA 91107 Tel. 626.797-9191 Email: john.clark@keyfinancial.com City: The City of San Bernardino Closing Contingency Date: September 14, 2018 Closing Date (or Closing) Estimated to occur by July 1, 2018, but not later than the Outside Date Deed: A grant deed in the form of Exhibit B hereto Effective Date: June 6, 2018 Escrow Holder: Commonwealth Land Title A Fidelity National Financial Company 888 S. Figueroa Street, Suite 2100 Los Angeles, CA 90017 Tel: (213) 330-3059 Attention: Crystal Leyvas, Vice President, National Accounts National Commercial Services Direct: (213) 330-3059; email: Cleyvas@cltic.com (or another escrow holder mutually acceptable to Buyer and Seller) Independent Consideration Amount: Two Hundred Dollars ($200) Outside Date: October 9, 2018; provided that such date may be extended by mutual writing agreement by Seller and Buyer Purchase Price: Fifty-Four Thousand Dollars ($54,000) 17.f Packet Pg. 531 Attachment: H&ED.Wall Ave.Exhibit D (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) 2 Real Property: That property described in Exhibit A hereto; the subject property is sometimes referred to as APN 0146-241-07 Seller: Successor Agency to the Redevelopment Agency of the City of San Bernardino Seller’s Address: 290 N. “D” Street – Third Floor San Bernardino, California 92418 Attention: Andrea M. Miller, City Manager Tel. (909) 384-5122 Fax: (909) 384-5138 Email: Miller_An@sbcity.org Soil and Title Contingency Date: August 14, 2018 Title Company: Commonwealth Land Title A Fidelity National Financial Company 888 S. Figueroa Street, Suite 2100 Los Angeles, CA 90017 Tel: (213) 330-3059 Attention: Crystal Leyvas, Vice President, National Accounts National Commercial Services Direct: (213) 330-3059; email: Cleyvas@cltic.com (or another title company mutually acceptable to Buyer and Seller) 17.f Packet Pg. 532 Attachment: H&ED.Wall Ave.Exhibit D (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) 3 PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS This PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (“Agreement”) is made and entered into as of , 2018 (the “Effective Date”) by and between Seller and Buyer. RECITALS A. Seller is the fee owner of the Real Property. The Real Property is approximately 0.17 acres of vacant parcel. B. Seller has offered to sell to Buyer the Real Property described herein for the price and subject to the terms set forth below. Buyer has considered the offer by Seller and agrees to buy from Seller the Real Property, as more specifically described below. C. In addition to the Purchase Price, material considerations to Seller in agreeing to enter into this Agreement, Buyer has agreed to pay to Seller the Independent Consideration Amount; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows: 1. Purchase and Sale. Seller hereby agrees to sell the Real Property to Buyer, and Buyer hereby agrees to purchase the Real Property from Seller, on the terms and conditions set forth in this Agreement. The term Real Property is defined collectively as the following: (a) The fee interest in the Real Property to be conveyed by a grant deed in the form of the Deed; and (b) All personal property, equipment, supplies, and fixtures owned by Seller and located at the Real Property. 2. Payment of Consideration. As consideration for the sale of the Real Property from Seller to Buyer, Buyer shall, at the Closing (as defined below), pay to Seller the Purchase Price for the Real Property. Upon payment of the Purchase Price (less any adjustments made to clear liens and to defray Seller’s costs of sale including, but not limited to, the preparation of legal documents and validation of the purchase price incurred by the City of San Bernardino and the Seller’s share of closing costs), the use of sales proceeds by Seller is a matter with which Buyer is not concerned. 3. Escrow and Independent Consideration. (a) Opening of Escrow. For the purposes of this Agreement, the escrow (“Escrow”) shall be deemed opened (“Opening of Escrow”) on the date that Escrow Holder r eceives a copy of this Agreement fully executed by Buyer and Seller. Buyer and Seller shall use their best efforts to cause the Opening of Escrow to occur on or before five (5) business days after the Effective Date. Escrow Holder shall promptly notify Buyer and Seller in writing of the date of the Opening of Escrow. Buyer and Seller agree to execute, deliver and be bound by any reasonable or customary 17.f Packet Pg. 533 Attachment: H&ED.Wall Ave.Exhibit D (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) 4 supplemental escrow instructions or other instruments reasonably required by Escrow Holder to consummate the transaction contemplated by this Agreement; provided, however, that no such instruments shall be inconsistent or in conflict with, amend or supersede any portion of this Agreement. If there is any conflict or inconsistency between the terms of such instruments and the terms of this Agreement, then the terms of this Agreement shall control. Without limiting the generality of the foregoing, no such instruments shall extinguish any obligations imposed by this Agreement or any other agreement between Seller and Buyer. (b) Independent Consideration. Within two (2) days after the Effective Date, Buyer shall pay to Seller the Independent Consideration Amount to be retained by Seller as non- refundable independent consideration. The Independent Consideration Amount has been bargained for and agreed to as consideration for Seller’s execution and delivery of this Agreement and Seller holding the Real Property off the market for a period commencing as of the Effective Date and continuing until the Outside Date and for the rights and privileges granted to Buyer herein, including any and all rights granted to Buyer to terminate this Agreement under the circumstances provided for herein. Notwithstanding anything to the contrary contained in this Agreement, the Independent Consideration Amount shall be non-refundable in all events, except for (i) Seller’s default hereunder, (ii) the failure of the Oversight Board of the Successor Agency to the Redevelopment Agency of the City of San Bernardino (the “Oversight Board”) to approve the sale of the Real Property as provided under this Agreement, and (iii) actions by the California Department of Finance (“DOF”) which prevent the disposition of the Real Property to Buyer as provided under this Agreement. If the Closing occurs, a credit shall be applied to the Purchase Price based upon payment of the Independent Consideration Amount. (c) Closing. For purposes of this Agreement, the “Closing” or “Closing Date” shall be the date the Deed (as defined below) is recorded pursuant to app licable law in the county in which the Real Property is located. Unless changed in writing by Buyer and Seller, the Closing shall occur on the Closing Date, or as soon thereafter as the conditions precedent to closing are satisfied pursuant to Sections 6 and 7 of this Agreement. If the Closing has not, for any reason, occurred by the Closing Date, then either Buyer or Seller may terminate this Agreement by delivering written notice to the other at any time after the outside Closing Date; provided, however , that if either party is in default under this Agreement at the time of such termination, then such termination shall not affect the rights and remedies of the non-defaulting party against the defaulting party. 4. Seller’s Delivery of Real Property and Formation Documents. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the following items (collectively, the “Property Documents”): (a) Such proof of Sellers’ authority and authorization to enter into this Agreement and to consummate this transaction as may be reasonably requested by Buyer and the Title Company consistent with the terms of this Agreement , including without limitation approval of the Oversight Board of the sale of the Real Property by Seller to Buyer. In addition, Seller shall cause Escrow Holder to obtain and deliver to Buyer a Natural Hazard Report as provided for under Sections 1102 and 1103 of the California Civil Code (the “Natural Hazard Report”) on or before the Soil and Title Contingency Date. 5. Buyer’s Right of Entry. From and after the Opening of Escrow through the earlier to occur of the termination of this Agreement or the Soil and Title Contingency Date, or as otherwise 17.f Packet Pg. 534 Attachment: H&ED.Wall Ave.Exhibit D (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) 5 agreed in writing by Seller prior to entry is effected, Buyer and Buyer’s employees, agents, consultants and contractors shall have the right to enter upon the Real Property during normal business hours, provided reasonable prior notice has been given to Seller. (a) Investigation of the Real Property. In addition to the foregoing, the Buyer shall have the right, at its sole cost and expense, prior to the Soil and Title Contingency Date, to engage its own environmental consultant (the “Environmental Consultant”) to make such investigations as Buyer deems necessary or appropriate, including any “Phase 1” or “Phase 2” investigations of the Real Property. If, based upon such evaluation, inspections, tests or investigation, Buyer determines that it, in its discretion, does not wish to proceed with purchase of the Real Property based upon the condition of the Real Property, Buyer may cancel this Agreement by giving written notice of termination to Seller on or before the Soil and Title Contingency Date which specifically references this Section 5. If Buyer does not cancel this Agreement by the time allowed under this Section 5, Buyer shall be deemed to have approved the evaluation, inspections and tests as provided herein and to have elected to proceed with this transaction on the terms and conditions of th is Agreement. Buyer shall provide a copy to the Seller of all reports and test results provided by Buyer’s Environmental Consultant promptly after receipt by the Buyer of any such reports and test results without any representation or warranty as to their accuracy or completeness. Buyer shall bear all costs, if any, associated with restoring the Real Property to substantially the same condition prior to its testing by or on behalf of Buyer if requested to so do by Seller but excluding any latent defects or Hazardous Materials (as defined below) discovered by Buyer during its investigation of the Real Property. Buyer agrees to indemnify, protect, defend (with counsel satisfactory to Seller) and hold Seller and the Real Property free and harmless from and aga inst all costs, claims, losses, liabilities, damages, judgments, actions, demands, attorneys’ fees or mechanic’s liens arising out of or resulting from any entry or activities on the Real Property by Buyer, Buyer’s agents, contractors or subcontractors and the contractors and subcontractors of such agents, but in no event shall the indemnity of this Section include the discovery of pre -existing conditions by Buyer or any such liabilities, costs, etc. arising from the negligence or willful misconduct of Sell er and/or its consultants. The indemnity obligations of Buyer set forth in this Section 5(a) shall survive any termination of this Agreement or the Close of Escrow. “Hazardous Materials” means any substance, material, or waste which is or becomes regulated by any local governmental authority, the County, the State of California, regional governmental authority, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste,” or “restricted hazardous waste” under Sections 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as a “hazardous substance” under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) defined as a “hazardous material,” “hazardous substance,” or “hazardous waste” under Section 2 5501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a “hazardous substance” under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) friable asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as “hazardous” or “extremely hazardous” pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as “hazardous substances” pursuant to Section 311 of the Clean Water Act (33 U.S.C. §1317), (x) defined as a “hazardous waste” pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq. (42 U.S.C. 17.f Packet Pg. 535 Attachment: H&ED.Wall Ave.Exhibit D (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) 6 §6903) or (xi) defined as “hazardous substances” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §9601 et seq. (b) No Warranties as to the Real Property. The physical condition and possession of the Real Property, is and shall be delivered from Seller to Buyer in an “as is” condition, with no warranty expressed or implied by Seller, including without limitation, the presence of Hazardous Materials or the condition of the soil, its geology, the presence of known or unknown seismic faults, or the suitability of the Real Property for development purposes. In addition, Seller makes no representations, warranties or assurances concerning the Real Property, its sui tability for any particular use or with regard to the approval process for entitlements as to the Real Property. (c) Buyer Precautions after Closing. Upon and after the Closing, Buyer shall take all necessary precautions to prevent the release into the enviro nment of any Hazardous Materials which are located in, on or under the Real Property. Such precautions shall include compliance with all laws, ordinances, statutes, codes, rules, regulations, orders, and decrees of the United States, the state, the County, the City, or any other political subdivision in which the Real Property is located, and of any other political subdivision, agency, or instrumentality exercising jurisdiction over the Real Property (“Governmental Requirements”) with respect to Hazardous Materials. 6. Buyer’s Conditions Precedent and Termination Right. (a) Conditions Precedent. The Closing and Buyer’s obligation to consummate the purchase of the Real Property under this Agreement are subject to the timely satisfaction or written waiver of the following conditions precedent (collectively, “Buyer’s Contingencies”), which are for Buyer’s benefit only. (i) Title Review. Within twenty (20) calendar days after the Opening of Escrow, Seller shall cause the Title Company to deliver to Buyer a preliminary ti tle report (the “Report”) describing the title to the Real Property, together with copies of the plotted easements and the exceptions (the “Exceptions”) set forth in the Report; provided that the cost of the Report shall be borne by Seller. Seller acknowledges that the Buyer’s Title Policy shall include an endorsement against the effect of any mechanics’ liens; Seller will provide such indemnity or other assurances as necessary to induce the Title Company to provide such endorsement. On or before the Soil and Title Contingency Date, Buyer shall have approved in writing, in Buyer’s sole discretion, any matters of title disclosed by the following (collectively, the “Title Documents”): (i) the Report; (ii) the Exceptions; (iii) the legal description of the Real Property and (iv) any survey Buyer desires to obtain at Buyer’s sole cost and expense. Buyer shall have the same rights to approve or disapprove any exceptions to title that are not created by Buyer and that come into existence after issuance of the Report but prior to Closing. Seller shall, on or before the Closing, remove all deeds of trust, mortgages, and delinquent taxes (but not the lien for any real property taxes or assessments not yet delinquent). (ii) Buyer’s Title Policy. On or before the Closing, the Title Company shall, upon payment (by Buyer) of the Title Company’s premium, have agreed to issue to Buyer, a standard ALTA owner’s policy of title insurance insuring only as to matters of record title (“Standard Buyer’s Title Policy”) in the amount of the Purchase Price showing fee title to the Real Property vested solely in Buyer and subject only to the (i) the standard, preprinted exceptions to Buyer’s Title Policy; (ii) liens to secure payment of real estate taxes or assessments not yet delinquent; (iii) matters affecting the Real Property created by or with the written consent of Buyer; and (iv) those matters 17.f Packet Pg. 536 Attachment: H&ED.Wall Ave.Exhibit D (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) 7 specifically approved in writing by Buyer. Buyer shall have the right, at its sole cost and expense, to obtain coverage beyond that offered by a Standard Buyer’s Title Policy (such as an owner’s extended coverage ALTA policy); provided, however, that Buyer’s ability to obtain such extended coverage shall not be a Buyer’s Contingency and Buyer’s obligations hereunder shall in no way be conditioned or contingent upon obtaining such extended coverage. Buyer shall have sole responsibility for obtaining, and bearing the cost of, any endorsements and for any survey or other matters required by the Title Company for such extended coverage. In the event Buyer enters into a loan agreement to generate moneys to purchase the Real Property from Seller under this Agreement, Buyer and not Seller shall be responsible for the title insurance, closing costs and any other costs, fees or expenses in relat ion to Buyer obtaining such loaned moneys. The sale shall be all cash to Seller. (iii) Physical and Legal Inspections and Studies. On or before Soil and Title the Contingency Date, Buyer shall have approved in writing, in Buyer’s sole and absolute discretion, the results of any physical and legal (but not feasibility or economic) inspections, investigations, tests and studies. Buyer elects to make or obtain, including, but not limited to, investigations with regard to zoning, building codes and other governmental regulations; engineering tests; soils, seismic and geologic reports; environmental audits, inspections and studies; environmental investigation or other invasive or subsurface testing; and any other physical or legal inspections and/or investigations as Buyer may elect to make or obtain. (iv) Natural Hazard Report. Seller shall cause the Escrow Holder to provide to Buyer prior to the Soil and Title Contingency Date the Natural Hazard Report described at Section 8(a)(iii) of this Agreement; provided that Seller shall bear the cost to prepare such Natural Hazard Report. (v) Property and Formation Documents. On or before the Soil and Title Contingency Date, Buyer shall have approved in writing, in Buyer’s reasonable discretion, the terms, conditions and status of all of the Property Documents. (vi) Delivery of Documents. Seller’s delivery of all documents described in Section 8, below. (vii) Representations and Warranties. All representations and warranties of Seller contained in this Agreement shall be materially true and c orrect as of the date made and as of the Closing. (viii) Title Company Confirmation. The Title Company shall have confirmed that it is prepared to issue the Buyer’s Title Policy consistent with the provisions of this Agreement. (ix) Oversight Board and DOF Approval. The Oversight Board and, if required as a condition of the issuance of title insurance or by either party hereto, approval by DOF, shall have been given as to the disposition of the Real Property by Seller to Buyer under this Agreement. (x) No Default. As of the Closing, Seller shall not be in default in the performance of any material covenant or agreement to be performed by Seller under this Agreement. 17.f Packet Pg. 537 Attachment: H&ED.Wall Ave.Exhibit D (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) 8 (b) Termination Right. Each of (i), (ii) and (iii) shall operate independently and each shall entitle Seller to terminate this Agreement, as follows: (i) If the Independent Consideration Amount is not paid by Buyer to Seller by the time set forth therefor in Section 3(b)(i) of this Agreement, then this Agreement shall terminate upon Seller giving notice thereof to Buyer; (ii) If any of Buyer’s Contingencies are not met by the Closing Contingency Date, and Seller so informs Buyer, Buyer may, by written notice to Seller, terminate this Agreement. If this Agreement is so terminated, then (except to the extent expressly allocated to one party hereto by this Agreement) any escrow, title or other cancellation fees shall be paid by Buyer, unless Seller is in default hereunder, in which case Seller shall pay all such fees. If the Agreement has not been terminated pursuant to (i) or (ii) of this Section 6(b) and Buyer has not terminated this Agreement in writing (“Termination Notice”) on or before 5:00 p.m. on the Monday preceding the scheduled Closing (“Termination Notice Deadline”), then all such Buyer’s Contingencies shall be deemed to have been satisfied and this Agreement shall continue pursuant to its terms. If Buyer has not delivered a Termination Notice as the items set forth in Sections 6(a)(i)-(xi) inclusive, prior to the Termination Notice Deadline, such Buyer’s Contingencies shall be deemed to have been satisfied. If this Agreement is terminated, then (except to the extent expressly allocated to one party hereto by this Agreement) any escrow, title or other cancellation fees shall be paid by Buyer, unless Seller is in default hereunder, in which case Seller shall pay all such fees. (c) Seller’s Cure Right. Buyer shall notify Seller, in Buyer’s Termination Notice, of Buyer’s disapproval or conditional approval of any Title Documents. Seller shall then have the right, but not the obligation, to (i) remove from title any disapproved or conditionally approved Exception(s) (or cure such other title matters that are the basis of Buyer’s disapproval or conditional approval of the Title Documents) within five (5) business days after Seller’s receipt of Buyer’s Termination Notice, or (ii) provide assurances reasonably satisfactory to Buyer that such Exception(s) will be removed (or other matters cured) on or before the Closing. With respect to any such Exception, it shall be sufficient for purposes hereof for Seller to commit in writing, within the applicable period, to remove such Exception at or before the Closing. Seller’s failure to remove such Exception after committing to do so shall be a default hereunder. An Exception shall be deemed removed or cured if Seller furnishes Buyer with evidence that the Title Company will issue the Buyer’s Title Policy, as defined herein, at the Closing deleting such Exception or providing an endorsement (at Seller’s expense) reasonably satisfactory to Buyer concerning such Exception. If Seller cannot or does not remove or agree to remove any of the disapproved Exception(s) (or cure other matters) within such five (5) business day period, Buyer shall have three (3) business days after the expirati on of such five (5) business day period to give Seller written notice that Buyer elects to proceed with the purchase of the Real Property subject to the disapproved Title Document(s), it being understood that Buyer shall have no further recourse against Seller for such disapproved Title Exception(s). 7. Seller’s Conditions Precedent and Termination Right. The Closing and Seller’s obligations with respect to the transaction contemplated by this Agreement are subject to the timely satisfaction or written waiver of the following condition precedent (“Seller’s Contingencies”), which are for Seller’s benefit only: 17.f Packet Pg. 538 Attachment: H&ED.Wall Ave.Exhibit D (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) 9 (a) Completion of Title Review. Seller shall have received written confirmation from Buyer on or before the Soil and Title Contingency Date that Buyer has completed its review of title and that the condition of title satisfactory. (b) Confirmation Concerning Site. Seller shall have received written confirmation from Buyer on or before the Soil and Title Contingency Date that Buyer has reviewed the condition of the Real Property, including without limitation concerning Hazardous Materials, zoning and suitability, and approves the condition of the Real Property. (c) Confirmation Regarding Buyer’s Title Policy. Seller shall have received written confirmation from Buyer on or before the Soil and Title Contingency Date that Buyer has approved a pro forma title policy. (d) Liens. Seller shall have obtained the consent of any lien holder to the release of such liens prior to or concurrent with closing. (e) Oversight Board and DOF Approval. The approval by the Oversight Board and DOF shall have been given as to the disposition of the Real Property by Seller to Buyer under this Agreement. (f) Delivery of Documents. Buyer’s delivery of all documents described in Section 9(a), below. Should any of Buyer’s Contingencies not be met by the respective times set forth for the satisfaction for such contingency (and without regard to whether all such contingencies have been removed or satisfied) and Buyer has so informed Seller, Seller may, by wr itten notice to Buyer, terminate this Agreement; such termination rights shall be in addition to those termination rights of Seller as set forth in Section 6. If this Agreement is so terminated, then (except to the extent expressly allocated to one party hereto by this Agreement) any escrow, title or other cancellation fees shall be paid by Buyer. 8. Seller’s Deliveries to Escrow Holder. (a) Seller’s Delivered Documents. At least one (1) business day prior to the Closing Date, Seller shall deposit or cause to be deposited with Escrow Holder the following items, duly executed and, where appropriate, acknowledged (“Seller’s Delivered Items”): (i) Deed. The Deed. (ii) FIRPTA/Tax Exemption Forms. The Transferor’s Certification of Non-Foreign Status in the form attached hereto as Exhibit C (the “FIRPTA Certificate”), together with any necessary tax withholding forms, and a duly executed California Form 593-C, as applicable (the “California Exemption Certificate”). (iii) Hazard Disclosure Report. Unless earlier delivered to Buyer, Seller shall cause Escrow Holder to obtain and deliver to Buyer, at Seller’s cost, a Natural Hazard Report as provided for under Sections 1102 and 1103 of the California Civil Code (the “Natural Hazard Report”) before the Closing. 17.f Packet Pg. 539 Attachment: H&ED.Wall Ave.Exhibit D (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) 10 (iv) Possession of Real Property. Possession of the Real Property free of any tenancies or occupancy. (v) Authority. Such evidence of Seller’s authority and authorization to enter into this Agreement and to consummate this transaction as may be reasonably requested by Buyer and the Title Company which are consistent with the terms of this Agreement . (vi) Further Documents or Items. Any other documents or items reasonably required to close the transaction contemplated by this Agreement as determined by the Title Company which are consistent with the terms of this Agreement. (b) Failure to Deliver. Should any of Seller’s Delivered Items not be timely delivered to Escrow, Buyer may, by written notice to Seller, terminate this Agreement; provided, however, that Buyer may (but shall not be obligated to) in such notice provide Seller with five (5) business days to deliver all of Seller’s Delivered Items. If Buyer’s notice provides Seller such five (5) business days to deliver Seller’s Delivered Items, and if Seller’s Delivered Items are not deliver ed within such period, then this Agreement shall automatically terminate without further action or notice. In the event of any such termination, any cash deposited by Buyer shall immediately be returned to Buyer. Under no circumstances shall Buyer have a ny responsibility to or duty to pay consultants or real estate brokers retained by Seller, Seller being solely responsible in connection with any such contractual arrangements of Seller. 9. Buyer’s Deliveries to Escrow. At least one (1) business day prior to the Closing Date, Buyer shall deposit or cause to be deposited with Escrow Holder the following, each duly executed and acknowledged, by Buyer as appropriate (“Buyer’s Delivered Items”): (a) Purchase Price. The Purchase Price, less amounts which Seller confirms in writing to Escrow Holder were theretofore paid to Seller as the Independent Consideration Amount, together with additional funds as are necessary to pay Buyer’s closing costs set forth in Section 10(b) herein. In the event Seller does not qualify for an exemption from California withholding tax under Section 18662 of the California Revenue and Taxation Code, as evidenced by the delivery at Closing of the California Exemption Certificate duly executed by Seller, Title Company shall withhold three and one-third percent (3-1/3%) of the Purchase Price on behalf of Buyer for payment to the California Franchise Tax Board in accordance with Section 11(b) hereof. In the event Seller is not exempt from such withholding or does not otherwise deliver the California Exemption Certificate at Closing, Buyer shall execute and deliver three (3) originals of California Form 593 to Title Company at or immediately after Closing. (b) Change of Ownership Report. One (1) original Preliminary Change of Ownership Report. (c) Final Escrow Instructions. Buyer’s final written escrow instructions to close escrow in accordance with the terms of this Agreement. (d) Authority. Such proof of Buyer’s authority and authorization to enter into this Agreement and to consummate the transaction contemplated hereby as may be reasonably requested by Seller or the Title Company. 17.f Packet Pg. 540 Attachment: H&ED.Wall Ave.Exhibit D (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) 11 (e) Moneys for Buyer’s Real Estate Broker. Buyer shall deposit any moneys due and payable to Buyer’s Real Estate Broker in connection with the sale of the Real Property. (f) Further Documents or Items. Any other documents or items reasonably required to close the transaction contemplated by this Agreement as determined by the Title Company. 10. Costs and Expenses. (a) Seller’s Costs. If the transaction contemplated by this Agreement is consummated, then Seller shall be debited for and bear the following costs: (i) costs and charges associated with the removal of encumbrances; (ii) Seller’s share of prorations; (iii) the premium for a Standard Buyer’s Title Policy with coverage in the amount of the Purchase Price; (iv) documentary recording fees, if any; (v) documentary transfer tax, if any; (vi) the Seller’s Real Estate Broker’s Commission of Five Thousand Four Hundred Dollars ($5,400) which the parties acknowledge and agree that at Close of Escrow, Seller shall pay Seller’s Real Estate Broker’s Commission for sale of the Property in accordance with Seller’s listing agreement with Seller’s Real Estate Broker and that the broker's commission shall be divided equally between Buyer's Real Estate Broker and Seller's Real Estate Broker; (vii) one half of the escrow charges; and (viii) costs, if any, allocable to Seller under this Agreement and costs for such services as Seller may addition ally request that Escrow perform on its behalf (which foregoing items collectively constitute “Seller’s Costs and Debited Amounts”). (b) Buyer’s Costs. If the transaction contemplated by this Agreement is consummated, then Buyer shall bear the following costs and expenses: (i) the Escrow Holder’s fee; (ii) Buyer’s share of prorations, (iii) the premium for title insurance other than or in excess of a Standard Buyer’s Title Policy based on the Purchase Price, and, if applicable, the cost for any survey required in connection with the delivery of an ALTA owner’s extended coverage policy of title insurance; (iv) one half of escrow charges; (v) recording and other costs of closing; (vi) costs, if any, for such services as Buyer may additionally request that Escrow perform on its behalf; and (vii) any costs associated with Buyer borrowing money in order to pay to Seller the Purchase Price (collectively, “Buyer’s Costs and Debited Amounts”). (c) Generally. Each party shall bear the costs of its own attorneys, consultant s, and real estate brokers, other than broker’s commission, in connection with the negotiation and preparation of this Agreement and the consummation of the transaction contemplated hereby. The parties acknowledge and agree that at Close of Escrow, Seller shall pay Seller’s Real Estate Broker’s Commission for sale of the Property in accordance with Seller’s listing agreement with Seller’s Real Estate Broker and that the broker's commission shall be divided equally between Buyer's Real Estate Broker and Seller's Real Estate Broker. 11. Prorations; Withholding. (a) All revenues (if any) and expenses relating to the Real Property (including, but not limited to, property taxes, utility costs and expenses, water charges and sewer rents and refuse collection charges) shall be prorated as of the Closing Date; provided that all delinquent taxes shall be satisfied at the expense of Seller. Not less than five (5) business days prior to the Closing, Seller shall deliver to Buyer a tentative schedule of prorations for Buyer’s approval (the “Proration and Expense Schedule”). If any prorations made under this Section shall require final adjustment after the Closing, then the parties shall make the appropriate adjustments promptly when accurate 17.f Packet Pg. 541 Attachment: H&ED.Wall Ave.Exhibit D (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) 12 information becomes available and either party hereto shall be entitled to an adjustment to correct the same. Any corrected or adjustment proration shall be paid promptly in cash to the party entitled thereto. (b) In the event Seller does not qualify for an exemption from California withholding tax under Section 18662 of the California Revenue and Taxation Code (the “Tax Code”) as evidenced by the delivery to Buyer at Closing of the California Exemption Certificate duly executed by Seller, (i) Title Company shall withhold three and one-third percent (3-1/3%) of the Purchase Price on behalf of Buyer at Closing for payment to the California Franchise Tax Board in accordance with the Tax Code, (ii) Buyer shall deliver three (3) duly executed copies of California Form 593 to Title Company at or immediately after Closing, (iii) two (2) copies of California Form 593 shall be delivered by Title Company to Seller, and (iv) on or before the 20th day of the month following the month title to the Real Property is transferred to Buyer (as evidenced by the re cording of the Grant Deed), Title Company shall remit such funds withheld from the Purchase Price, together with one (1) copy of California Form 593 to the California Franchise Tax Board on behalf of Buyer. Buyer and Seller hereby appoint Title Company as a reporting entity under the Tax Code, authorized to withhold and remit the withholding tax contemplated under the Tax Code, together with such other documents required by the Tax Code (including, without limitation, California Form 593), to the California Franchise Tax Board. 12. Closing Procedure. When the Title Company is unconditionally prepared (subject to payment of the premium therefor) to issue the Buyer’s Title Policy, and all required documents and funds have been deposited with Escrow Holder, Escrow Holder shall immediately close Escrow in the manner and order provided below. (a) Recording. Escrow Holder shall cause the Deed to be recorded pursuant to applicable law in the county in which the Real Property is located and obtain conformed copies thereof for distribution to Buyer and Seller. (b) Disburse Funds. Escrow Holder shall debit or credit (as provided herein) all Buyer’s Costs and Debited Amounts, Seller’s Costs and De bited Amounts and General Expenses, prorate matters and withhold funds as provided herein. The Purchase Price, less any applicable debits or credits (including any liens as to which such liens and the amount to satisfy such liens shall have been confirmed in writing by Seller to Escrow Holder) shall be distributed by check payable to Seller unless Escrow Holder is instructed otherwise in writing signed by Seller (and, in such event, in accordance with such instructions). Seller authorizes Escrow Holder to request demands for payment and to make such payments from the Purchase Price (or such other funds, if any, as are advanced by Seller) to defray the cost of removing deeds of trust, liens and other encumbrances (but not for obligations of Buyer). Escrow Holder shall disburse on behalf of Buyer such moneys as are deposited by Buyer (in addition to the Purchase Price and Buyer’s share of closing costs) as the commission for Buyer’s Real Estate Broker (unless Buyer’s Real Estate Broker shall deliver a writte n statement to Escrow Holder which indicates that Buyer has arranged to pay Buyer’s Real Estate Broker outside escrow and that payment of such remuneration is a matter with respect to which Escrow Holder and Seller need not be concerned). (c) Documents to Seller. Escrow Holder shall deliver to Seller a conformed copy of the Deed, and documents, if any, recorded on behalf of any lender, as duly recorded among the official land records of the County of San Bernardino, and a copy of each other document (or copies thereof) deposited into Escrow by Buyer pursuant hereto. 17.f Packet Pg. 542 Attachment: H&ED.Wall Ave.Exhibit D (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) 13 (d) Documents to Buyer. Escrow Holder shall deliver to Buyer the original FIRPTA Certificate, the original California Exemption Certificate (as applicable), and a conformed copy of each of the Deed as duly recorded among the official land records of the County of San Bernardino, the Natural Hazard Report, and each other document (or copies thereof) deposited into Escrow by Seller pursuant hereto, including, without limitation, those documents referenced in Section 8. (e) Title Company. Escrow Holder shall cause the Title Company to issue the Buyer’s Title Policy to Buyer. (f) Closing Statement. Escrow Holder shall forward to both Buyer and Seller a separate accounting of all funds received and disbursed for each party. (g) Informational Reports. Escrow Holder shall file any information reports required by Internal Revenue Code Section 6045(e), as amended. (h) Possession. Possession of the Real Property shall be delivered to Buyer at the Closing. 13. Representations and Warranties. (a) Seller’s Representations and Warranties. In consideration of Buyer entering into this Agreement and as an inducement to Buyer to purchase the Real Property, Seller makes the following representations and warranties as of the Effective Date and as of the Closing, each of which is material and is being relied upon by Buyer (and the truth and accuracy of which shall constitute a condition precedent to Buyer’s obligations hereunder), and all of which are material inducements to Buyer to enter into this Agreement (and but for which Buyer would not have entered into this Agreement) and shall survive Closing; provided that each of the representations and warranties of Seller is based upon the information and belief of the Executive Director of the Successor Agency: (i) Seller believes that it has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated subject to the approval of the Oversight Board and, as may be applicable, DOF. (ii) Subject to the approval of the Oversight Board and, as may be applicable, DOF, Seller believes that all requisite action (corporate, trust, partnership or otherwise) has been taken by Seller in connection with entering into this Agreement and the instruments referenced herein; and, by the Closing, all such necessary action will have been taken to authorize the consummation of the transaction contemplated hereby. (iii) Subject to the approval of the Oversight Board and, as may be applicable, DOF, the individual executing this Agreement and the instruments referenced herein on behalf of Seller has the legal power, right and actual authority to bind Seller to the terms and conditions hereof and thereof. (iv) Seller believes that neither the execution or delivery of this Agreement or the documents or instruments referenced herein, nor incurring the obligations set forth herein, nor the consummation of the transaction contemplated herein, nor compliance with the terms of this Agreement or the documents or instruments referenced herein or therein conflict with or result in the 17.f Packet Pg. 543 Attachment: H&ED.Wall Ave.Exhibit D (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) 14 material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, lease or other agreement or instrument to which Seller is a party or that affect the Real Property, including, but not limited to, any of the Title Documents or the Property Documents. (v) There is no pending litigation nor, to the best of Seller’s knowledge, threatened litigation, which does or will adversely affect the right of Seller to convey the Real Property. There are no claims which have been received by Seller that have not been disclosed to Buyer. (vi) Seller has made no written or oral commitments to or agreements with any governmental authority or agency materially and adversely affecting the Real Property, or any part hereof, or any interest therein, which will survive the Closing. (vii) There are no leases or rental agreements in effect as to the Real Property. (viii) Seller is not in default of its obligations under any contract, agreement or instrument to which Seller is a party pertaining to the Real Property. (ix) There are no mechanics’, materialmen’s or similar claims or liens presently claimed or which will be claimed against the Real Property for work performed or commenced for Seller or on Seller’s behalf prior to the date of this Agreement. (x) There are no undisclosed contracts, licenses, commitments, undertakings or other written or oral agreements for services, supplies or materials concerning the use, operation, maintenance, or management of the Real Property that will be binding upon Buyer or the Real Property after the Closing. There are no oral contracts or other oral agreements for services, supplies or materials, affecting the use, operation, maintenance or management of the Real Property. (xi) There are not as of the Effective Date, nor will there be as of the Closing, any written or oral leases or contractual right or option to lease, purchase, or otherwise enjoy possession, rights or interest of any nature in and to the Real Property or any part thereof, and no person other than Buyer shall have any right of possession to the Real Property or any part thereof as of the Closing. (xii) No person, excepting Seller, has possession or any rights to possession of the Real Property or portion thereof. (b) Subsequent Changes to Seller’s Representations and Warranties. If, prior to the Closing, Buyer or Seller should learn, discover or become aware of any existing or new item, fact or circumstance which renders a representation or warranty of Seller set forth herein incorrect or untrue in any respect (collectively, the “Seller Representation Matter”), then the party who has learned, discovered or become aware of such Representation Matter shall promptly give written notice thereof to the other party and Seller’s representations and warranties shall be automatically limited to account for the Representation Matter. Buyer shall have the right to approve or disapprove any such change and to terminate this Agreement by written notice to Seller if Buyer reasonably disapproves any such change. If Buyer does not elect to terminate this Agreement, Seller’s representation shall be 17.f Packet Pg. 544 Attachment: H&ED.Wall Ave.Exhibit D (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) 15 qualified by such Seller Representation Matt er and Seller shall have no obligation to Buyer for such Seller Representation Matter. (c) Buyer’s Representations and Warranties. In consideration of Seller entering into this Agreement and as an inducement to Seller to sell the Real Property, Buyer makes th e following representations and warranties as of the date hereof and at and as of the Closing, each of which is material and is being relied upon by Seller (and the truth and accuracy of which shall constitute a condition precedent to Seller’s obligations hereunder), and all of which shall survive Closing: (i) Buyer has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated hereby. (ii) All requisite action has been taken by Buyer in connection with entering into this Agreement and the instruments referenced herein; and, by the Closing, all such necessary action will have been taken to authorize the consummation of the transaction contemplated hereby. (iii) The individuals executing this Agreement and the instruments referenced herein on behalf of Buyer have the legal power, right and actual authority to bind Buyer to the terms and conditions hereof and thereof. (iv) Neither the execution and delivery of this Agreement and the documents and instruments referenced herein, nor incurring the obligations set forth herein, nor the consummation of the transaction contemplated herein, nor compliance with the terms of this Agreement and the documents and instruments referenced herein conflict with or result in the material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreement or instrument to which Buyer is a party or by which any of Buyer’s properties are bound. (d) Subsequent Changes to Buyer’s Representations and Warranties . If, prior to the Closing, Seller or Buyer should learn, discover or become aware of any existing or new item, fact or circumstance which renders a representation or warranty of Buyer set forth herein incorrect or untrue in any respect (collectively, the “Buyer’s Representation Matter”), then the party who has learned, discovered or become aware of such Buyer’s Representation Matter shall promptly give written notice thereof to the other party and Buyer’s representations and warranties shall be automatically limited to account for the Buyer’s Representation Matter. Seller shall have the right to approve or disapprove any such change and to terminate this Agreement by written notice to Buyer if Seller reasonably disapproves any such change. If Seller does not elect to terminate this Agreement, Buyer’s representation shall be qualified by such Buyer’s Representation Matter and Buyer shall have no obligation to Seller for such Buyer’s Representation Matter. 14. Fair Value Price. Each of Buyer and Seller believe that the Purchase Price represents a fair value price for the Real Property. At such time as Buyer makes improvements to the Real Property, the costs for planning, designing, and constructing such improvements shall be borne exclusively by the Buyer and the Buyer shall construct or cause to be constructed such improvements in compliance with all the zoning, planning and design review requirements of the San Bernardino 17.f Packet Pg. 545 Attachment: H&ED.Wall Ave.Exhibit D (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) 16 Municipal Code, and all nondiscrimination, labor standard, and wage rate requirements to the extent such labor and wage requirements are applicable. Buyer, including but not limited to its contractors and subcontractors, shall be responsible to comply with Labor Code Section 1720, et seq., if applicable, and its implementing regulations, regarding the payment of prevailing wages (the “State Prevailing Wage Law”), if applicable, and, if applicable, federal prevailing wage law (“Federal Prevailing Wage Law” and, together with State Prevailing Wage Law, “Prevailing Wage Laws”) with regard to the construction of improvements to the Real Property, but only if and to the extent such sections are applicable to the development of the Real Property. Insofar as the parties understand that Buyer is paying a fair market price for the Real Property, the parties believe that the payment of prevailing wages will not be required. In any event, Buyer shall be solely responsible for determining and effectuating compliance with the Prevailing Wage Laws, neither the Seller nor the City makes any final representation as to the applicability or non-applicability of the Prevailing Wage Laws to improvements to the Real Property, or any part thereof. Buyer hereby releases from liability, and agrees to indemnify, defend, assume all responsibility for and hold each of the Seller and the City, and their respective officers, emplo yees, agents and representatives, harmless from any and all claims, demands, actions, suits, proceedings, fines, penalties, damages, expenses resulting from, arising out of, or based upon Buyer’s acts or omissions pertaining to the compliance with the Prevailing Wage Laws as to the Real Property. This Section 14 shall survive Closing. 15. General Provisions. (a) Condemnation. If any material portion of the Real Property shall be taken or appropriated by a public or quasi-public authority exercising the power of eminent domain, Buyer shall have the right, at its option, to (i) terminate this Agreement or (ii) proceed with the purchase of the Real Property and receive all of the award or payment made in connection with such taking. (b) Notices. All notices, demands, requests or other communications required or permitted hereunder (collectively, “Notices”) shall be in writing, shall be addressed to the receiving party as provided in the Basic Terms section above, and shall be personally delivered, sent by overnight mail (Federal Express or another carrier that provides receipts for all deliveries), sent by certified mail, postage prepaid, return receipt requested, or sent by facsimile transmission (provided that a successful transmission report is received). All Notices shall be effective upon receipt at the appropriate address. Notice of change of address shall be given by written notice in the manner detailed in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no Notice in accordance with this Section was given shall be deemed to constitute receipt of such Notice. The providing of copies of Notices to the parties’ respective counsels is for information only, is not required for valid Notice and does not alone constitute Notice hereunder. (c) Brokers. Seller assumes sole responsibility for any consultants or brokers (“Seller’s Agents”) it may have retained in connection with the sale of the Real Property (and Buyer shall have no responsibility in connection with such matters). Seller represents that it has engaged Keller Williams Realty as “Seller’s Real Estate Broker” and that Seller shall be solely responsible for any commission, cost, fee or compensation of any kind due to Seller’s Real Estate Broker. Seller represents to Buyer that Seller has not engaged any consultants, finders or real estate brokers other than Seller’s Real Estate Broker in connection with the sale of the Real Property to the Buyer, and there are no brokerage commission, finder’s fee or other compensation of any kind due or owing to 17.f Packet Pg. 546 Attachment: H&ED.Wall Ave.Exhibit D (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) 17 any person or entity in connection with this Agreement other than Seller’s costs with respect to the Seller’s Real Estate Broker Commission. Seller agrees to and does hereby indemnify and hold the Buyer free and harmless from and against any and all costs, liabilities or causes of action or proceedings which may be instituted by any broker, agent or finder, licensed or otherwise, claiming through, under or by reason of the conduct of the Seller in connection with this Agreement. Buyer assumes sole responsibility for any consultants or brokers (“Buyer’s Agents”) it may have retained in connection with the purchase of the Real Property. Buyer represents that it has engaged Heath Michael Hilgenberg as “Buyer’s Real Estate Broker” and other than the portion of the Seller’s Real Estate Broker’s Commission that is payable to the Buyer’s Real Estate Broker per Section 10(a) of this Agreement, Buyer shall be solely responsible for any other cost, fee or compensation of any kind due to Buyer’s Real Estate Broker, if any. Buyer represents to Seller that Buyer has not engaged any consultants, finders or real estate brokers other than Buyer’s Real Estate Broker in connection with the sale of the Real Property to the Buyer, and there are no brokerage commission, finder’s fee or other compensation of any kind due or owing to any person or entity in connection with this Agreement. Buyer agrees to and does hereby indemnify and hold the Seller free and harmless from and against any and all costs, liabilities or causes of action or proceedings which may be instituted by any broker, agent or finder, licensed or otherwise, claiming through, under or by reason of the conduct of the Buyer in connection with this Agreement. The Parties acknowledge and agree that Buyer has been represented in this transaction by Heath Michael Hilgenberg as “Buyer’s Real Estate Broker.” At Close of Escrow, Seller shall pay Seller’s Real Estate Broker’s Commission for sale of the Property in accordance with Seller’s listing agreement with Seller’s Real Estate Broker. The broker's commission shall be divided equally between Buyer's Real Estate Broker and Seller's Real Estate Broker. (d) Waiver, Consent and Remedies. Each provision of this Agreement to be performed by Buyer and Seller shall be deemed both a covenant and a condition and shall be a material consideration for Seller’s and Buyer’s performance hereunder, as appropriate, and any breach thereof by Buyer or Seller shall be deemed a mat erial default hereunder. Either party may specifically and expressly waive in writing any portion of this Agreement or any breach thereof, but no such waiver shall constitute a further or continuing waiver of a preceding or succeeding breach of the same or any other provision. A waiving party may at any time thereafter require further compliance by the other party with any breach or provision so waived. The consent by one party to any act by the other for which such consent was required shall not be deemed to imply consent or waiver of the necessity of obtaining such consent for the same or any similar acts in the future. No waiver or consent shall be implied from silence or any failure of a party to act, except as otherwise specified in this Agreement. All rights, remedies, undertakings, obligations, options, covenants, conditions and agreements contained in this Agreement shall be cumulative and no one of them shall be exclusive of any other. Except as otherwise specified herein, either party hereto may pursue any one or more of its rights, options or remedies hereunder or may seek damages or specific performance in the event of the other party’s breach hereunder, or may pursue any other remedy at law or equity, whether or not stated in this Agreement. (e) Cooperation. Buyer and Seller agree to execute such instruments and documents and to diligently undertake such actions as may be required in order to consummate the purchase and sale herein contemplated and shall use all reasonable efforts to accomplish the Closing in accordance with the provisions hereof and, following Closing. (f) Remedies. Without limitation as to the availability of other remedies, this Agreement may be enforced by an action for specific enforcement. 17.f Packet Pg. 547 Attachment: H&ED.Wall Ave.Exhibit D (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) 18 (g) Time. Time is of the essence of ever y provision herein contained. In the computation of any period of time provided for in this Agreement or by law, the day of the act or event from which said period of time runs shall be excluded, and the last day of such period shall be included, unless it is a Saturday, Sunday, or legal holiday, in which case the period shall be deemed to run until 5:00 p.m. of the next day that is not a Saturday, Sunday, or legal holiday. Except as otherwise expressly provided herein, all time periods expiring on a spec ified date or period herein shall be deemed to expire at 5:00 p.m. on such specified date or period. (h) Counterparts; Facsimile Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. A facsimile signature shall be deemed an original signature. (i) Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the partie s hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. (j) Obligations to Third Parties. City shall be deemed to be a third party beneficiary of this Agreement. Excepting only for the City, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate any of the parties to this Agreement to, any person or entity other than the parties hereto. (k) Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. (l) Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. (m) Applicable Law. This Agreement shall be governed by and construed in accordance with the local law of the State of California. (n) Exhibits and Schedules. The exhibits and schedules attached hereto are incorporated herein by this reference for all purposes. (o) Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, including, without limitation, that certain Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate dated March 22, 2018, and contains the entire agreement between, and the final expression of, Buyer and Seller with respect to the subject matter hereof. The parties hereto expressly agree and con firm that this Agreement is executed without reliance on any oral or written statements, representations or promises of any kind which are not expressly contained in this Agreement. No subsequent agreement, representation or promise made by either party hereto, or by or to an employee, officer, agent or representative of either party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. (p) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the permitted successors and assigns of the parties hereto. 17.f Packet Pg. 548 Attachment: H&ED.Wall Ave.Exhibit D (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) 19 (q) Assignment. Neither party may assign its rights under this Agreement without the prior consent of the other party. [signatures begin on the following page] 17.f Packet Pg. 549 Attachment: H&ED.Wall Ave.Exhibit D (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) 20 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. “SELLER” SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, a public entity, corporate and politic By: Andrea M. Miller Executive Director “BUYER” LEAPING FROG INVESTMENTS, LLC, a California limited liability company By: Name: Eric Benden Its: By: Name: John Clark Its: Approved as to form: Gary D. Saenz, City Attorney By: ______________________ 17.f Packet Pg. 550 Attachment: H&ED.Wall Ave.Exhibit D (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) Acceptance by Escrow Holder: Commonwealth Land and Title Company hereby acknowledges that it has received a fully executed copy of the foregoing Purchase and Sale Agreement and Joint Escrow Instructions by and between the Successor Agency to the Redevelopment Agency of the City of San Bernardino, a public entity, corporate and politic (“Seller”), and Leaping Frog Investments (“Buyer”) and agrees to act as Escrow Holder thereunder and to be bound by and strictly perform the terms thereof as such terms apply to Escrow Holder. Dated: _____________, 2018 COMMONWEALTH LAND AND TITLE COMPANY By: Name: Its: 17.f Packet Pg. 551 Attachment: H&ED.Wall Ave.Exhibit D (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) A-1 EXHIBIT A LEGAL DESCRIPTION Lot 5, Block C, Dunn and Black Subdivision, as per plat recorded in Book 15, Page 67 of Maps in the City of San Bernardino, County of San Bernardino, State of California. Address: 1256 Wall Avenue APN: 0146-241-07 17.f Packet Pg. 552 Attachment: H&ED.Wall Ave.Exhibit D (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) B-2 EXHIBIT B DEED NOT FOR SIGNATURE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Leaping Frog Investments, LLC P.O. Box 45 Rancho Cucamonga, CA 91729 Attn: Eric Benden APN: 0146-241-07 [Space above for recorder.] Address: 1256 Wall Avenue DOCUMENTARY TRANSFER TAX San Bernardino, California $ ______ computed on the consideration or value of property conveyed; OR computed on the consideration or value less liens or encumbrances remaining at time of sale. Signature of Declarant or Agent determining tax - Firm Name GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the Successor Agency to the Redevelopment Agency of the City of San Bernardino, a public entity, corporate and politic (“Grantor”), hereby grants to the Leaping Frog Investments, LLC (“Grantee”), that certain real property located in the County of San Bernardino, State of California, more particularly described on Attachment No. 1 attached hereto and incorporated herein by this reference (the “Property”), subject to existing easements, restrictions and covenants of record . IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of __________, 2018. SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO By: NOT FOR SIGNATURE Andrea M. Miller Executive Director 17.f Packet Pg. 553 Attachment: H&ED.Wall Ave.Exhibit D (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) ATTACHMENT NO. 1 TO GRANT DEED LEGAL DESCRIPTION Lot 5, Block C, Dunn and Black Subdivision, as per plat recorded in Book 15, Page 67 of Maps in the City of San Bernardino, County of San Bernardino, State of California. Address: 1256 Wall Avenue APN: 0146-241-07 17.f Packet Pg. 554 Attachment: H&ED.Wall Ave.Exhibit D (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) 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 ) ) ss. COUNTY OF ____________ ) On _____________________________ , before me, _______________________________ , Notary Public, (Print Name of 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 of Notary Public 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. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT Individual Corporate Officer __________________________________________ Title(s) __________________________________________ Title Or Type Of Document Partner(s) Limited General Attorney-In-Fact Trustee(s) Guardian/Conservator Other: ________________________________ Signer is representing: Name Of Person(s) Or Entity(ies) __________________________________________ __________________________________________ __________________________________________ Number Of Pages __________________________________________ Date Of Documents __________________________________________ Signer(s) Other Than Named Above 17.f Packet Pg. 555 Attachment: H&ED.Wall Ave.Exhibit D (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) C-1 EXHIBIT C FIRPTA CERTIFICATE TRANSFEROR’S CERTIFICATE OF NON-FOREIGN STATUS To inform the Leaping Frog Investments, LLC, (the “Transferee”), that withholding of tax under Section 1445 of the Internal Revenue Code of 1986, as amended (“Code”) will not be required upon the transfer of certain real property to the Transferee by the Successor Agency to the Redevelopment Agency of the City of San Bernardino (the “Transferor”), the undersigned hereby certifies the following: 1. The Transferor is not a foreign person or citizen, foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Code and the Income Tax Regulations promulgated thereunder); 2. The Transferor’s social security number or U.S. employer identification number is as follows: _________________. 3. The Transferor’s home or office address is: _________________________________________ _________________________________________ The Transferor understands that this certification may be disclosed to the Internal Revenue Service by the Transferee and that any false statement contained herein could be punished by fine, imprisonment or both. Under penalty of perjury, I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document. Successor Agency to the Redevelopment Agency of the City of San Bernardino 17.f Packet Pg. 556 Attachment: H&ED.Wall Ave.Exhibit D (5563 : Purchase and Sale Agreement for the Real Property Located on 1256 Wall Avenue) 18.a Packet Pg. 557 Attachment: H&ED.North J Street. Report (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” land grouped into forty-six (46) separate sites, eighteen (18) of which were designated as government use sites, seven (7) of which are designated as future development sites and twenty-one (21) of which were designated to be sold (the “Successor Agency Properties”). The Successor Agency is the owner of that certain real property located on the east side of North “J” Street, San Bernardino, California (APN 0144-131-36) (the “Property”). Within the LRPMP, the Property is: (i) identified as Site No. 30; (ii) described as an approximately 0.11-acre vacant residential lot zoned Residential Suburban; (iii) designated for sale; and (iv) more fully described within Exhibit "A" to the attached Resolution, which is an excerpt from the LRPMP. On March 6, 2017, the Successor Agency Board approved the original Property Disposition Strategy, which among other things, authorized a competitive process that would result in listing for sale of 18 real property sites with a real estate broker (two of which are owned by the City of San Bernardino). On August 16, 2017, the Successor Agency Board approved the “Amended Property Disposition Strategy”, which: (i) reduced the number of real property sites to be listed with a real estate broker from 18 to 16 (one of which is owned by the City of San Bernardino); (ii) provided for an alternate method of real property disposition for the two real property sites removed from the group to be listed with a real estate broker; (iii) where applicable, provided a current status update on completed and pending real property transfers; and (iv) established an Escrow and Title Administrative Management Fee to allow the City to recover a portion of the cost of its services with respect to the management of the sale of real property assets. Consistent with the amended Property Disposition Strategy, on October 18, 2017, the Successor Agency approved an agreement with Keller Williams (the “KW Agreement”) to list and sell 15 real property sites of the Successor Agency (the City entered into a separate agreement with Keller Williams for its single real property site). The Property is included within the KW Agreement. As a part of the KW Agreement, KW is required to prepare of a Broker’s Opinion of Value (the “BOV”) for each property that is to be sold. Based on past practice, the DOF has acknowledged that BOVs are an acceptable method and basis for confirming that the value of real property being sold is fair and reasonable. Discussion In response to the listing, KW received, thoroughly reviewed and vetted one offer to purchase the Property. On March 23, 2018, Jumping Frog Investments, LLC (the “JFI”) offered to purchase the Property for $40,000 (the “Purchase Price”) (a copy of the offer is included as Exhibit “B” to the attached Resolution). KW has confirmed that JFI is a credible buyer capable of purchasing the Property and has recommended that the Successor Agency consider JFI’s purchase offer. On March 30, 2018, KW submitted its BOV, indicating its opinion that the market value of the Property is $32,487 (the “BOV Market Value”). In consideration that the Purchase 18.a Packet Pg. 558 Attachment: H&ED.North J Street. Report (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” Price exceeds the BOV Market Value by $7,513, or 23%, it may be concluded that the purchase price offered by JFI for the Property is fair and reasonable, as more fully described within the BOV, a copy of which is attached to the Resolution as Exhibit “C.” The attached Resolution will approve the Purchase and Sale Agreement and Joint Escrow Instructions (the “Purchase and Sale Agreement”) between the Successor Agency and JFI with respect to the Property, a copy of which is included as Exhibit “D” to the attached Resolution and authorize certain related actions. Consistent with the provisions of the HSC and the LRPMP, the effectiveness of the Purchase and Sale Agreement is subject to the approval of the Oversight Board and the DOF. The attached Resolution has been reviewed with respect to applicability of the California Environmental Quality Act (the “CEQA”), the State CEQA Guidelines (California Code of Regulations, Title 14, § 15000 et seq., hereafter the “CEQA Guidelines”), and the City’s environmental guidelines. The Resolution does not constitute a “project” for purposes of CEQA, as that term is defined by CEQA Guidelines § 15378, because the Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per § 15378 (b) (5) of the CEQA Guidelines. 2018-19 Goals and Objectives Adoption of the attached Resolution aligns with Goals No 3: Create, Maintain and Grow Jobs and Economic Value in the City; Goal No 4: Ensure Development of a Well-Planned, Balanced, and Sustainable City; and Goal No 7: Pursue City Goals and Objectives by Working with Other Agencies. The activity involves the winding-down of the former redevelopment agency, which will result in the transfer of real property assets to third parties to place them into highest and best economic uses, consistent with the City’s General Plan and Zoning Ordinance, that will create economic activities, create job opportunities, remove blight, improve neighborhoods, create affordable housing and increase tax-ratables. The activities will also result in the fulfillment of monetary obligations resulting in the use of less Redevelopment Property Tax Trust Fund revenues (formerly known as tax increment) and increasing the flow of General Tax Levy funds to the taxing entities for appropriate uses to sustain local government services. The success of the activity requires on-going collaboration with and the establishment and maintenance of positive working relationships with the County of San Bernardino, the Oversight Board and the California Department of Finance. Fiscal Impact Once the Property is sold, the Successor Agency will transfer the net Purchase Price to the San Bernardino County Auditor-Controller that will in turn divide and pay over the net Purchase Price to the affected taxing entities in proportion to their respective shares of the 1% general tax levy, which will include the City. 18.a Packet Pg. 559 Attachment: H&ED.North J Street. Report (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” Conclusion It is recommended that the Mayor and City Council, in the capacity as the Successor Agency to the Redevelopment Agency of the City of San Bernardino, adopt the Resolution, approving the Purchase and Sale Agreement and Joint Escrow Instructions between the Successor Agency and Jumping Frog Investments, LLC. Attachment Attachment 1 Resolution; Exhibit A- An excerpt from the LRPMP; Exhibit B- The Purchase Offer; Exhibit C- The BOV; and Exhibit D- The Purchase and Sale Agreement Ward: 6 Synopsis of Previous Council Actions: October 18, 2017: The Successor Agency approved the KW Agreement to list and sell certain real property sites of the Successor Agency. 18.a Packet Pg. 560 Attachment: H&ED.North J Street. Report (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 1 RESOLUTION NO. 2018-153 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, ACTING AS THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO APPROVING THE PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BETWEEN THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND JUMPING FROG INVESTMENTS, LLC WITH RESPECT TO THE REAL PROPERTY LOCATED ON THE EAST SIDE OF NORTH “J” STREET, SAN BERNARDINO, CALIFORNIA (APN 0144-131-36), AND APPROVING CERTAIN RELATED ACTIONS WHEREAS, pursuant to Health and Safety Code (the “HSC”) § 34172 (a) (1), the Redevelopment Agency of the City of San Bernardino was dissolved on February 1, 2012; and WHEREAS, consistent with the provisions of the HSC, on January 9, 2012 the Mayor and City Council of the City of San Bernardino elected to serve in the capacity as the Successor Agency to the Redevelopment Agency of the City of San Bernardino (the “Successor Agency”); and WHEREAS, the Oversight Board for the Successor Agency (the “Oversight Board”) has been established pursuant to HSC § 34179 to assist in the wind-down of the dissolved redevelopment agency; and WHEREAS, on September 15, 2015, the Successor Agency submitted its Oversight Board-approved Long-Range Property Management Plan (the “LRPMP”) to the California Department of Finance (the “DOF”); and WHEREAS, on December 31, 2015, the DOF approved the Successor Agency’s LRPMP and notified the Successor Agency that pursuant to HSC § 34191.3, the approved LRPMP shall govern, and supersede all other provisions relating to the disposition and use of all the real property assets of the former redevelopment agency; and WHEREAS, the approved LRPMP, which addresses the disposition and use of the real property assets held by the Successor Agency, includes 230 parcels of land grouped into forty-six (46) separate sites, eighteen (18) of which were designated as government use sites, seven (7) of which are designated as future development sites and twenty-one (21) of which were designated to be sold (the “Successor Agency Properties”); and 18.b Packet Pg. 561 Attachment: H&ED.North J Street. Reso (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2 WHEREAS, the Successor Agency is the owner of that certain real property located on the east side of North “J” Street, San Bernardino, California (APN 0144-131-36) (the “Property”); and WHEREAS, within the LRPMP, the Property is: i) identified as Site No. 30; ii) described as an approximately 0.11-acre vacant residential lot zoned Residential Suburban; iii) designated for sale; and iv) more fully described in Exhibit "A" attached hereto, which is an excerpt from the LRPMP; and WHEREAS, on March 6, 2017, the Successor Agency Board approved the original Property Disposition Strategy, which among other things, authorized a competitive process that would result in listing for sale of 18 real property sites with a real estate broker (two of which are owned by the City of San Bernardino); and WHEREAS, on August 16, 2017, the Successor Agency Board approved the “Amended Property Disposition Strategy,” which: i) reduced the number of real property sites to be listed with a real estate broker from 18 to 16 (one of which is owned by the City of San Bernardino); ii) provided for an alternate method of real property disposition for the two real property sites removed from the group to be listed with a real estate broker; iii) where applicable, provided a current status update on completed and pending real property transfers; and iv) established an Escrow and Title Administrative Management Fee to allow the City to recover a portion of the cost of its services with respect to the management of the sale of real property assets; and WHEREAS, consistent with the amended Property Disposition Strategy, on October 18, 2017, the Successor Agency approved an agreement with Keller Williams (the “KW Agreement”) to list and sell 15 real property sites of the Successor Agency (the City entered into a separate agreement with Keller Williams for its single real property site); and WHEREAS, the Property is included within the KW Agreement; and WHEREAS, as a part of the KW Agreement, KW is required to prepare a Broker’s Opinion of Value (the “BOV”) for each Successor Agency property that is to be sold; and WHEREAS, based on past practice, the DOF has acknowledged that BOVs are an acceptable method and basis for confirming that the value of real property being sold is fair and reasonable; and WHEREAS, in response to the listing, KW received, thoroughly reviewed and vetted one offer to purchase the Property; and 18.b Packet Pg. 562 Attachment: H&ED.North J Street. Reso (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 3 WHEREAS, on March 23, 2018, Jumping Frog Investments, LLC (the “JFI”) offered to purchase the Property for $40,000 (the “Purchase Price”) (a copy of the offer is attached to this Resolution as Exhibit “B”); and WHEREAS, KW has confirmed that JFI is a credible buyer capable of purchasing the Property and has recommended that the Successor Agency consider JFI’s purchase offer; and WHEREAS, on March 30, 2018, KW submitted its BOV, indicating its opinion that the market value of the Property is $32,487 (the “BOV Market Value”); and WHEREAS, in consideration that the Purchase Price exceeds the BOV Market Value by $7,513, or 23%, it may be concluded that the purchase price offered by JFI for the Property is fair and reasonable, as more fully described within the BOV, a copy of which is attached to this Resolution as Exhibit “C”; and WHEREAS, this Resolution will approve the Purchase and Sale Agreement and Joint Escrow Instructions (the “Purchase and Sale Agreement”) between the Successor Agency and JFI with respect to the Property, a copy of which is attached to this Resolution as Exhibit “D,” and authorize certain related actions; and WHEREAS, consistent with the provisions of the HSC and the LRPMP, the effectiveness of the Purchase and Sale Agreement is subject to the approval of the Oversight Board and the DOF; and WHEREAS, this Resolution has been reviewed with respect to applicability of the California Environmental Quality Act (the “CEQA”), the State CEQA Guidelines (California Code of Regulations, Title 14, § 15000 et seq., hereafter the “CEQA Guidelines”), and the City’s environmental guidelines; and WHEREAS, this Resolution does not constitute a “project” for purposes of CEQA, as that term is defined by CEQA Guidelines § 15378, because this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per § 15378 (b) (5) of the CEQA Guidelines; and WHEREAS, all of the prerequisites with respect to the approval of this Resolution have been met. 18.b Packet Pg. 563 Attachment: H&ED.North J Street. Reso (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 4 NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL ACTING AS THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AS FOLLOWS: Section 1. The foregoing recitals are true and correct and are a substantive part of this Resolution. Section 2. The Purchase Price for the Property is determined to be fair and reasonable. Section 3. The Purchase and Sale Agreement between the Successor Agency and Jumping Frog Investments, LLC for the purchase and sale of the Property, attached hereto as Exhibit “D,” is approved. Section 4. On behalf of the Successor Agency, the City Manager, in the capacity as Executive Director of the Successor Agency, or designee, is authorized and directed to execute the Purchase and Sale Agreement and the grand deed, the form of which is attached to the Purchase and Sale Agreement, and to take such other actions and execute such other documents as are necessary to effectuate and close the purchase and sale of the Property and as may otherwise be required to fulfill the intent of this Resolution. Section 5. This Resolution is not a “project” for purposes of CEQA, as that term is defined by Guidelines § 15378, because this Resolution is an organizational or administrative activity that will not result in a direct or indirect physical change in the environment, per § 15378 (b) (5) of the Guidelines. Section 6. This resolution shall take effect only after its adoption and execution in the manner as required by the City Charter and the approval of the Purchase and Sale Agreement by the Oversight Board and the DOF. / / / / / / / / / / / / / / / / / / 18.b Packet Pg. 564 Attachment: H&ED.North J Street. Reso (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 5 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, ACTING AS THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO APPROVING THE PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BETWEEN THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND JUMPING FROG INVESTMENTS, LLC WITH RESPECT TO THE REAL PROPERTY LOCATED ON THE EAST SIDE OF NORTH “J” STREET, SAN BERNARDINO, CALIFORNIA (APN 0144-131-36), AND APPROVING CERTAIN RELATED ACTIONS I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and City Council of the City of San Bernardino, in its capacity as the Successor Agency to the Redevelopment Agency of the City of San Bernardino at a regular meeting thereof, held on the day of June, 2018, by the following vote, to wit: Council Members Ayes Nays Abstain Absent MARQUEZ BARRIOS VALDIVIA SHORETT NICKEL RICHARD MULVIHILL Georgeann Hanna, CMC, City Clerk The foregoing Resolution is hereby approved this day of June, 2018. R. Carey Davis, Mayor City of San Bernardino Approved as to Form: Gary D. Saenz, City Attorney By: 18.b Packet Pg. 565 Attachment: H&ED.North J Street. Reso (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 6 EXHIBIT “A” Narrative for Site No. 30 N. “J” Street, San Bernardino (APN 0144-131-36) Excerpted from the Long-Range Property Management Plan (Pages 148-151) (See Attachment) 18.c Packet Pg. 566 Attachment: H&ED.North J Street.Exhibit A (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” Successor Agency to the Redevelopment Agency of the City of San Bernardino Long-Range Property Management Plan September 2015 Amended December 2015 Site No. 30: Vacant N. “J” Street Residential Property #2 148 V. Property to be Sold Site No. 30 - Vacant N. “J” Street Residential Property #2 Address: APN: N. “J” Street 0144-131-36 N. “J” Street 18.c Packet Pg. 567 Attachment: H&ED.North J Street.Exhibit A (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” Successor Agency to the Redevelopment Agency of the City of San Bernardino Long-Range Property Management Plan September 2015 Amended December 2015 Site No. 30: Vacant N. “J” Street Residential Property #2 149 V. Property to be Sold Site No. 30 - Vacant N. “J” Street Residential Property #2 A. Permissible Use (HSC § 34191.5 (c) (2)): Site No. 30 is the Vacant N. “J” Street Residential Property #2 (the “Vacant Residential Property #2”) and is proposed to be sold by the Successor Agency. B. Acquisition of Property (HSC § 34191.5 (c) (1) (A) and § 34191.5 (c) (1) (B)): Property records indicate that the Vacant Residential Property #2 was acquired by the Agency in February 1994, and carries a Book Value of $10,150. The Vacant Residential Property #2 was acquired by the Agency in order to meet the revitalization goals of City and the Agency to alleviate the existence and spread of physical and economic blight. The estimated current value (the “ECV”) of the Vacant Residential Property #2 is approximately $16,400. C. Site Information (HSC § 34191.5 (c) (1) (C)): The Vacant Residential Property #2 consists of one (1) 0.11-acre parcel (APN 0144-131-36) located at southeast corner of “J” Street and 17th Street. The Vacant Residential Property #2 is zoned Residential Suburban (RS). The RS designation is intended to promote the development of single-family detached units in a suburban setting with a minimum lot size of 7,200 square feet, and a maximum density of 4.5 units per net acre. D. Estimated Current Value (HSC § 34191.5 (c) (1) (D)): To determine an ECV for the Vacant Residential Property #2, in January 2015, the Agency conducted a comparable sales analysis through the National Data Collective. The ECV was determined to be approximately $16,400. Local factors were not taken into consideration in determining the ECV of this site. The ECV is only a rough estimate that was obtained from an on-line source where only comparable sales data are available. It is not possible to include environmental issues or any other special or unique factors into simple ECV calculations, as such data are not available from the source. Therefore, the actual value of the property may vary significantly from the ECV. The Successor Agency notes that in the environment of AB 1484, it may not be possible to achieve appraised values. The Successor Agency will be in charge of the process seeking to achieve successful marketing of properties, and will act with reasonable diligence. However, the constraints and environment of AB 1484 militate against maximizing prices. The actual sales prices to be realized will be a function of what a willing buyer is willing to pay under circumstances where there will be no seller financing and dispositions will be subject to Oversight Board approval. There is no reason to think that book values will be realized. E. Site Revenues (HSC § 34191.5 (c) (1) (E)): There are no site revenues generated from the Vacant Residential Property #2. F. History of Environmental Contamination (HSC § 34191.5 (c) (1) (F)): There is no known history of environmental contamination.36 36 http://geotracker.waterboards.ca.gov/map/?CMD=runreport&myaddress=J+St+and+17th+St+San+Bernardino 18.c Packet Pg. 568 Attachment: H&ED.North J Street.Exhibit A (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” Successor Agency to the Redevelopment Agency of the City of San Bernardino Long-Range Property Management Plan September 2015 Amended December 2015 Site No. 30: Vacant N. “J” Street Residential Property #2 150 V. Property to be Sold Site No. 30 - Vacant N. “J” Street Residential Property #2 G. Potential for Transit Oriented Development (TOD) and the Advancement of Planning Objectives of the Successor Agency (HSC § 34191.5 (c) (1) (G)): There is no potential for a TOD in conjunction with Vacant Residential Property #2. Selling the Vacant Residential Property #2 advances the planning objectives of the Successor Agency and the City to develop and revitalize this area of the community through the creation of opportunities for private investment in the City. H. History of Previous Development Proposals and Activity (HSC § 34191.5 (c) (1) (H)): There is no history of previous development proposals or activities in conjunction with the Vacant Residential Property #2. I. Disposition of Property: The Successor Agency proposes to sell the Vacant Residential Property #2 in accordance with the Successor Agency’s policies and procedures for property disposition as shown in Exhibit “A” Section I. Purchase and Sale Procedures. The ECV of the Vacant Residential Property #2 is approximately $16,400. Date of estimated current value – January 2015 Value Basis – The ECV was determined by a comparable sales analysis using the National Data Collective subscription service. The ECV is approximately $16,400. Local factors that may affect land value were not taken into consideration. Therefore, the actual value of the property may vary greatly from the ECV. The ECV is only a planning number and should not be relied upon as a basis for actual value. Proposed sale date – TBD and subject to the Successor Agency’s implementation of its policies and procedures for property disposition as shown in Exhibit “A.” Proposed sale value – TBD and subject to a fair market appraisal conducted by a licensed appraiser. The Successor Agency notes that in the environment of AB 1484, it may not be possible to achieve appraised values. The Successor Agency will be in charge of the process seeking to achieve successful marketing of properties, and will act with reasonable diligence. However, the constraints and environment of AB 1484 militate against maximizing prices. The actual sales prices to be realized will be a function of what a willing buyer is willing to pay under circumstances where there will be no seller financing and dispositions will be subject to Oversight Board approval. There is no reason to think that book values will be realized. 18.c Packet Pg. 569 Attachment: H&ED.North J Street.Exhibit A (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” Successor Agency to the Redevelopment Agency of the City of San Bernardino Long-Range Property Management Plan September 2015 Amended December 2015 Site No. 30: Vacant N. “J” Street Residential Property #2 151 V. Property to be Sold Site No. 30 - Vacant N. “J” Street Residential Property #2 J. Implementation of the Long-Range Property Management Plan: Following the approval of the LRPMP by the DOF, the Successor Agency will implement the LRPMP. For properties to be sold, implementation will include distribution of any land sales proceeds for enforceable obligations and/or distributed as property tax to the taxing entities. Due to the vagaries associated with the sale of land, such as uncertainties concerning the timing of sale and the price that would be realized, it is not feasible to precisely state in the LRPMP how the funds will be used. In that regard, once an agreement is reached with respect to the purchase and sale of a property, the agreement will be presented to the Oversight Board for concurrence. The Oversight Board’s approval will be evidenced by a resolution that will be submitted to DOF and, per the HSC, is subject to DOF’s review. That resolution will include or refer to a staff report which describes with greater particularity, once more facts are known, how the proceeds of sale will be distributed. As noted in Section I – Introduction of the LRPMP, the LRPMP provides that proceeds of the sale may be used for enforceable obligations and/or distributed as property tax to the taxing entities through the County Auditor-Controller. The need to retain some or all of the proceeds of sale for enforceable obligations will depend on whether there is a short-fall in RPTTF in the ROPS cycle during which the escrow is anticipated to close. If a short-fall were to occur in the RPTTF at that time, then all or a portion of the sale proceeds should be used to fulfill an enforceable obligation with any remaining sale proceeds then distributed as property tax to the taxing entities through the County Auditor-Controller. If there is not a short-fall in RPTTF at the time of close of escrow, then land sale proceeds would be distributed as property tax to the taxing entities through the County Auditor-Controller in a manner described at the time of Oversight Board approval as to a particular property sale. Since it is impossible to foresee when and if a short-fall in the RPTTF may occur, or when the property will be sold, the use of the sale proceeds cannot be specifically determined at this time and, therefore, cannot be stated with greater particularity in the LRPMP. However, it is clear that at the time a sale takes place, the sale will be brought back to the Oversight Board and will be subject to review. 18.c Packet Pg. 570 Attachment: H&ED.North J Street.Exhibit A (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 7 EXHIBIT “B” Jumping Frog Investments, LLC Offer March 23, 2018 (See Attachment) 18.d Packet Pg. 571 Attachment: H&ED.North J Street.Exhibit B (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 18.d Packet Pg. 572 Attachment: H&ED.North J Street.Exhibit B (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 18.d Packet Pg. 573 Attachment: H&ED.North J Street.Exhibit B (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 18.d Packet Pg. 574 Attachment: H&ED.North J Street.Exhibit B (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 18.d Packet Pg. 575 Attachment: H&ED.North J Street.Exhibit B (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 18.d Packet Pg. 576 Attachment: H&ED.North J Street.Exhibit B (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 18.d Packet Pg. 577 Attachment: H&ED.North J Street.Exhibit B (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 18.d Packet Pg. 578 Attachment: H&ED.North J Street.Exhibit B (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 18.d Packet Pg. 579 Attachment: H&ED.North J Street.Exhibit B (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 18.d Packet Pg. 580 Attachment: H&ED.North J Street.Exhibit B (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 18.d Packet Pg. 581 Attachment: H&ED.North J Street.Exhibit B (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 18.d Packet Pg. 582 Attachment: H&ED.North J Street.Exhibit B (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 18.d Packet Pg. 583 Attachment: H&ED.North J Street.Exhibit B (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 18.d Packet Pg. 584 Attachment: H&ED.North J Street.Exhibit B (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 18.d Packet Pg. 585 Attachment: H&ED.North J Street.Exhibit B (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 18.d Packet Pg. 586 Attachment: H&ED.North J Street.Exhibit B (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 8 EXHIBIT “C” Broker’s Opinion of Value Prepared by Keller Williams (See Attachment) 18.e Packet Pg. 587 Attachment: H&ED.North J Street.Exhibit C (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” PREPARED FOR: Ms. Lisa Connor Project Manager Successor Agency to the Redevelopment Agency of the City of San Bernardino 290 N. “D” Street - 3rd Floor San Bernardino, CA 92401 FOR THE PROPERTY LOCATED AT: N. “J” St. San Bernardino, CA 92411 APN: 0144-131-36 March 30, 2018 KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not verified its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or financing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 0 N. J St., San Bernardino, CA 92411 18.e Packet Pg. 588 Attachment: H&ED.North J Street.Exhibit C (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” TABLE OF CONTENTS Broker’s Opinion of Value •Property Profile •Location Aerial •Assessor’s Parcel Maps •Location Map Comparable Sales Comparable #1 •Property Profile •Assessor’s Parcel Map •Aerial Comparable #2 •Property Profile •Assessor’s Parcel Map •Aerial Comparable #3 •Property Profile •Assessor’s Parcel Map •Aerial Leading Broker’s Resume KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not verified its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or financing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 0 N. J St., San Bernardino, CA 92411 18.e Packet Pg. 589 Attachment: H&ED.North J Street.Exhibit C (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” March 30, 2018 Ms. Lisa Connor Project Manager Successor Agency to the Redevelopment Agency of the City of San Bernardino 290 N “D” Street – 3rd Floor San Bernardino, California 92401 RE: Broker Opinion of Value for Site No. 30 – APN 0144-131-36 Dear Ms. Connor: We have prepared the following report regarding our opinion of value for the above referenced property. We utilized a comparable sales approach to determine our opinion of value for this property. Subject Property The subject property is zoned Single Residential (“RS”), which allows for a single family residential home and consists of one parcel of land approximately 0.11 acres (4791.6). Comparable Sales As further described within this report, within the last 8 months, there have been 3 property sales which can be used as sale comparable for this Site. The comparable are all zoned RS. The Sale Comparable dates run from August 2017 to January 2018. The Sale Comparables are summarized below: Sales Comparables Summary APN Address Lot SF Sale Value Price/SF Sale Date Property Site 0144-131-36 N. “J” St.4,791.6 Sale Comparable #1 0144-181-20 1042 Magnolia Ave.6,750 $39,000 $5.78 11/07/17 Sale Comparable #2 0139-312-04 747 N. Harris St.7,500 $43,000 $5.73 08/16/17 Sale Comparable #3 0142-283-13 0 Congress St.6,223 $55,000 $8.84 01/03/18 Average Price/SF $6.78KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not verified its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or financing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 0 N. J St., San Bernardino, CA 92411 18.e Packet Pg. 590 Attachment: H&ED.North J Street.Exhibit C (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” Broker Opinion of Value Based on the foregoing, the average price per square foot of the three vacant Sale Comparables is $6.78. Applying this average price per square foot to the lot square footage (4,791.60 SF), a value of $32,487 results. It is our opinion that the subject property is worth $32,487. We appreciate the opportunity to prepare this report. Please do not hesitate to call with any questions. Sincerely, Kenneth Patterson BRE #00774852 1473 Ford St. #200 Redlands, CA 92373 951-318-8516 kenpcommercial@gmail.com KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not verified its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or financing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 0 N. J St., San Bernardino, CA 92411 18.e Packet Pg. 591 Attachment: H&ED.North J Street.Exhibit C (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” Property Detail Page 1 of 2 The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS Generated on 03/30/2018 J St, San Bernardino, CA 92411, San Bernardino County Beds N/A Bldg Sq Ft N/A Lot Sq Ft 4,800 MLS List Price $49,000 Baths N/A Yr Built N/A Type VCNT LND-NE Sale Date N/A Active Listing Owner Information Owner Name:Successor Agency/Rda City Of Sn Bndo Tax Billing City & State:San Bernardino, CA Mail Owner Name:Successor Agency/Rda City Of Sn Bndo Tax Billing Zip:92401 Tax Billing Address:201 N E St #301 Tax Billing Zip+4:1520 Location Information Zip Code:92411 Census Tract:42.02 Tract Number:2340 Topography:Flat/Level School District:San Bernardino Neighborhood Code:091-091 Comm College District Code:San Bernardino Vly J Tax Information APN :0144-131-36-0000 Lot:33 Tax Area:7012 Water Tax Dist:San Bernardino Vly J Tax Appraisal Area:12 Legal Description:TRACT 2340 LOT 33 SUNSHINE HOMES TR NO 2 Characteristics County Land Use:Vacant Land Lot Area:4,800 Universal Land Use:Vacant Land (NEC)Water:Public Lot Acres:0.1102 Sewer:Public Service Listing Information MLS Listing Number:EV17251152 MLS Current List Price:$49,000 MLS Status:Active MLS Original List Price:$49,000 MLS Area:274 - SAN BERNARDINO MLS Listing Agent:Evfernlar-Lara Fernandez MLS Status Change Date:11/04/2017 MLS Listing Broker:KELLER WILLIAMS REALTY MLS Listing #682834663 MLS Status Active MLS Listing Date 10/18/2017 MLS Listing Price $49,000 MLS Orig Listing Price $49,000 MLS Listing Close Price $0 Last Market Sale & Sales History Recording Date:05/18/1994 Deed Type:Quit Claim Deed Multi/Split Sale:Multiple Owner Name:Successor Agency/Rda City Of Sn Bndo Document Number:228266 Seller:Sslm Ventures Inc Recording Date 12/03/2014 03/21/2011 05/18/1994 09/10/1992 07/03/1991 Sale Date 11/24/2014 03/17/2011 01/1919 Sale Price $10,000 18.e Packet Pg. 592 Attachment: H&ED.North J Street.Exhibit C (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” Courtesy Of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Map Page 1 of 1 Generated on 03/30/2018 KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not verified its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or financing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 0 N. J St., San Bernardino, CA 92411 18.e Packet Pg. 593 Attachment: H&ED.North J Street.Exhibit C (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 18.e Packet Pg. 594 Attachment: H&ED.North J Street.Exhibit C (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” Comparable Sale #1 •Property Profile •Assessor’s Parcel Map •Aerial KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not verified its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or financing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 0 N. J St., San Bernardino, CA 92411 18.e Packet Pg. 595 Attachment: H&ED.North J Street.Exhibit C (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” Property Detail Page 1 of 2 The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS Generated on 03/30/2018 1042 Magnolia Ave, San Bernardino, CA 92411, San Bernardino County Beds N/A Bldg Sq Ft N/A Lot Sq Ft 6,750 Sale Price $39,000 Baths N/A Yr Built N/A Type VCNT LND-NE Sale Date 10/26/2017 Owner Information Owner Name:Rios Celia Tax Billing Zip:92376 Mail Owner Name:Celia Rios Tax Billing Zip+4:5923 Tax Billing Address:215 N Riverside Ave Owner Vesting:Married Woman Tax Billing City & State:Rialto, CA Owner Occupied:No Location Information Zip Code:92411 Comm College District Code:San Bernardino Vly J Carrier Route:C045 Census Tract:47.00 Tract Number:Sunrise Topography:Flat/Level School District:San Bernardino Neighborhood Code:091-091 Tax Information APN :0144-181-20-0000 Lot:11 Tax Area:7012 Block:H Tax Appraisal Area:12 Water Tax Dist:San Bernardino Vly J Legal Description:SUNRISE HEIGHTS LOT 11 BLK H Assessment & Tax Assessment Year 2017 2016 2015 Assessed Value - Total $24,900 $22,700 $20,000 Assessed Value - Land $24,900 $22,700 $20,000 YOY Assessed Change ($)$2,200 $2,700 YOY Assessed Change (%)9.69%13.5% Tax Year Total Tax Change ($)Change (%) 2015 $266 2016 $440 $174 65.61% 2017 $476 $36 8.19% Special Assessment Tax Amount Sbcofire Fp-5 City Snbndo $152.98 Sb Valley Muni Wtr Dbt Svc $37.97 School Bonds $25.07 San Bdno Comm College Bond $9.36 Co Ventor Control $1.30 Total Of Special Assessments $226.68 Characteristics County Land Use:Vacant Land Lot Area:6,750 Universal Land Use:Vacant Land (NEC)Water:Public Lot Acres:0.155 Sewer:Public Service Listing Information MLS Listing Number:H691990 MLS Current List Price:$99,999 MLS Status:Canceled MLS Original List Price:$99,999 18.e Packet Pg. 596 Attachment: H&ED.North J Street.Exhibit C (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 18.e Packet Pg. 597 Attachment: H&ED.North J Street.Exhibit C (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” Courtesy Of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Map Page 1 of 1 Generated on 03/30/2018 KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not verified its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or financing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 0 N. J St., San Bernardino, CA 92411 18.e Packet Pg. 598 Attachment: H&ED.North J Street.Exhibit C (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” Comparable Sale #2 •Property Profile •Assessor’s Parcel Map •Aerial KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not verified its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or financing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 0 N. J St., San Bernardino, CA 92411 18.e Packet Pg. 599 Attachment: H&ED.North J Street.Exhibit C (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” Property Detail Page 1 of 3 The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS Generated on 03/30/2018 747 Harris St, San Bernardino, CA 92411, San Bernardino County Beds N/A Bldg Sq Ft N/A Lot Sq Ft 7,500 MLS List Price $64,900 Baths N/A Yr Built N/A Type VCNT LND-NE Sale Date 07/21/2017 Bank Owned Sale Active Listing Owner Information Owner Name:Khan Khalil A Tax Billing Zip:90745 Owner Name 2:Fatima Shahnaz Tax Billing Zip+4:4901 Mail Owner Name:Khalil A Khan Owner Vesting:Husband/Wife Tax Billing Address:376 E 228th St Owner Occupied:No Tax Billing City & State:Carson, CA Location Information Zip Code:92411 Census Tract:48.00 Carrier Route:C041 Topography:Flat/Level School District:San Bernardino Neighborhood Code:091-091 Comm College District Code:San Bernardino Vly J Tax Information APN :0139-312-04-0000 Lot:9 Tax Area:7167 Block:18 Tax Appraisal Area:12 Water Tax Dist:San Bernardino Vly J Legal Description:ALLENS 2ND ADD SUB OF LOTS 1 AND 2 AND LOTS 17 AND 18 BLK 18 R S B LOT 9 BLK 1 Assessment & Tax Assessment Year 2017 2016 2015 Assessed Value - Total $18,908 $18,537 $18,259 Assessed Value - Land $18,908 $18,537 $18,259 YOY Assessed Change ($)$371 $278 YOY Assessed Change (%)2%1.52% Tax Year Total Tax Change ($)Change (%) 2015 $242 2016 $387 $144 59.4% 2017 $398 $12 3.05% Special Assessment Tax Amount Sbcofire Fp-5 City Snbndo $152.98 Sb Valley Muni Wtr Dbt Svc $28.83 School Bonds $19.04 San Bdno Comm College Bond $7.10 Co Ventor Control $1.30 Total Of Special Assessments $209.25 Characteristics County Land Use:Vacant Land Lot Acres:0.172 Universal Land Use:Vacant Land (NEC)Lot Area:7,500 Lot Frontage:50 Water:Public Lot Depth:150 Sewer:Public Service Listing Information 18.e Packet Pg. 600 Attachment: H&ED.North J Street.Exhibit C (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” Property Detail Page 2 of 3 The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS Generated on 03/30/2018 MLS Listing Number:IV18056139 MLS Current List Price:$64,900 MLS Status:Active MLS Original List Price:$64,900 MLS Area:274 - SAN BERNARDINO MLS Listing Agent:Isalagon-Gonzalo Salazar MLS Status Change Date:03/10/2018 MLS Listing Broker:MOVEMENT REAL ESTATE MLS Listing #683005174 Cv17147669 682627417 Iv17129640 I08163257 MLS Status Active Closed Sold Closed Expired MLS Listing Date 03/09/2018 06/29/2017 06/29/2017 06/08/2017 11/16/2008 MLS Listing Price $64,900 $46,900 $46,900 $34,900 $92,500 MLS Orig Listing Price $64,900 $46,900 $46,900 $34,900 $92,500 MLS Close Date 08/16/2017 08/16/2017 06/27/2017 MLS Listing Close Price $0 $43,000 $43,000 $34,000 MLS Listing Cancellation Date 08/16/2017 08/16/2017 06/14/2017 12/31/2008 MLS Listing #I616808 MLS Status Closed MLS Listing Date 05/10/2006 MLS Listing Price $112,000 MLS Orig Listing Price MLS Close Date 06/29/2006 MLS Listing Close Price $112,000 MLS Listing Cancellation Date 06/29/2006 Last Market Sale & Sales History Recording Date:08/17/2017 Deed Type:Grant Deed Sale Date:07/21/2017 Owner Name:Khan Khalil A Sale Price:$43,000 Owner Name 2:Fatima Shahnaz Document Number:336493 Seller:200254785 Roth Ira Sale Type:Full Recording Date 08/17/2017 06/27/2017 06/27/2017 05/30/2017 05/21/2010 Sale Date 07/21/2017 06/16/2017 06/22/2017 04/03/2017 11/17/2009 Sale Price $43,000 $34,000 $17,000 Nominal Y Y Buyer Name Khan Khalil A 200254785 Ira Torres Juan C Jim & Marla Constructions Inc Haviland Technologies LLC Seller Name 200254785 Roth Ira James & Marla Construction Inc Iturrino Christine Haviland Technologies LLC Inland Pacific Equity Systems Document Number 336493 261652 261651 221027 204227 Document Type Grant Deed Grant Deed Interspousal Deed Transfer Grant Deed Grant Deed Recording Date 12/02/2009 06/29/2006 08/13/1981 Sale Date 11/17/2009 06/09/2006 Sale Price $17,000 $112,000 Nominal Buyer Name Haviland Technologies LLC Inland Pacific Equity Systems Mendoza Ruth C Ea Seller Name Inland Pacific Equity Systems Mendoza Ruth C Document Number 537871 444258 179780 Document Type Grant Deed Grant Deed Deed (Reg) Mortgage History Mortgage Date 05/31/1994 Mortgage Amount $10,000 Mortgage Lender Beneficial Ca Inc Mortgage Code Conventional 18.e Packet Pg. 601 Attachment: H&ED.North J Street.Exhibit C (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 18.e Packet Pg. 602 Attachment: H&ED.North J Street.Exhibit C (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” Courtesy Of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Map Page 1 of 1 Generated on 03/30/2018 KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not verified its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or financing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 0 N. J St., San Bernardino, CA 92411 18.e Packet Pg. 603 Attachment: H&ED.North J Street.Exhibit C (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” Comparable Sale #3 •Property Profile •Assessor’s Parcel Map •Aerial KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not verified its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or financing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 0 N. J St., San Bernardino, CA 92411 18.e Packet Pg. 604 Attachment: H&ED.North J Street.Exhibit C (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” Property Detail Page 1 of 3 The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS Generated on 03/30/2018 Congress, San Bernardino, CA 92410, San Bernardino County Beds N/A Bldg Sq Ft N/A Lot Sq Ft 6,223 MLS Sale Price $55,000 Baths N/A Yr Built N/A Type VCNT LND-NE MLS Sale Date 01/03/2018 Owner Information Owner Name:Gomez Octavio Tax Billing City & State:Arcadia, CA Owner Name 2:Gomez-Sosa Maria G Tax Billing Zip:91006 Mail Owner Name:Octavio Gomez Tax Billing Zip+4:5109 Tax Billing Address:2218 El Capitan Ave Owner Vesting:Husband/Wife Location Information Zip Code:92410 Census Tract:57.01 School District:San Bernardino Topography:Flat/Level Comm College District Code:San Bernardino Vly J Neighborhood Code:091-091 Tax Information APN :0142-283-13-0000 Lot:59 Tax Area:7012 Water Tax Dist:San Bernardino Vly J Tax Appraisal Area:12 Legal Description:ASSESSORS MAP NO 14 LOT 59 Assessment & Tax Assessment Year 2017 2016 2015 Assessed Value - Total $25,905 $25,397 $25,016 Assessed Value - Land $25,905 $25,397 $25,016 YOY Assessed Change ($)$508 $381 YOY Assessed Change (%)2%1.52% Tax Year Total Tax Change ($)Change (%) 2015 $332 2016 $474 $142 42.92% 2017 $489 $15 3.06% Special Assessment Tax Amount Sbcofire Fp-5 City Snbndo $152.98 Sb Valley Muni Wtr Dbt Svc $39.50 School Bonds $26.08 San Bdno Comm College Bond $9.74 Co Ventor Control $1.30 Total Of Special Assessments $229.60 Characteristics County Land Use:Vacant Land Lot Area:6,223 Universal Land Use:Vacant Land (NEC)Water:Public Lot Acres:0.1429 Sewer:Public Service Listing Information MLS Listing Number:DW17172937 MLS Original List Price:$65,000 MLS Status:Closed Closing Date:01/03/2018 MLS Area:274 - SAN BERNARDINO MLS Sale Price :$55,000 18.e Packet Pg. 605 Attachment: H&ED.North J Street.Exhibit C (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” Property Detail Page 2 of 3 The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Courtesy of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS Generated on 03/30/2018 MLS Status Change Date:01/05/2018 MLS Listing Agent:Dwenjorg-Jorge Enciso MLS Current List Price:$65,000 MLS Listing Broker:CENTURY 21 ALLSTARS MLS Listing #682680911 Y49558 I506101 I235189 Y94495 MLS Status Sold Expired Expired Expired Expired MLS Listing Date 07/27/2017 08/05/2005 12/16/2004 01/11/2001 10/11/1999 MLS Listing Price $65,000 $149,900 $149,000 $39,950 $45,000 MLS Orig Listing Price $65,000 $149,900 $45,000 MLS Close Date 01/03/2018 MLS Listing Close Price $55,000 MLS Listing Cancellation Date 10/17/2017 01/05/2006 06/16/2005 09/30/2001 04/11/2000 Last Market Sale & Sales History Recording Date:01/03/2018 Deed Type:Grant Deed Sale Date:Tax: 10/19/2017 MLS: 01/03/2018 Owner Name:Gomez Octavio Sale Price:$55,000 Owner Name 2:Gomez-Sosa Maria G Document Number:202 Seller:Gomez Patricia M Sale Type:Full Recording Date 01/03/2018 07/16/2007 01/03/2000 03/15/1991 02/07/1990 Sale Date 10/19/2017 10/08/2003 12/09/1909 03/1991 01/1990 Sale Price $55,000 $12,000 $47,500 Nominal Y Buyer Name Gomez Octavio Gomez Patricia M Gomez Maria Macias Alfonso & Maria Ahmad Basher Seller Name Gomez Patricia M Gomez Maria Macias Alfonso O Ahmad Basher Goodloe Billie Document Number 202 417750 739 88221 49588 Document Type Grant Deed Gift Deed Grant Deed Grant Deed Grant Deed Recording Date 02/10/1983 Sale Date Sale Price $700 Nominal Y Buyer Name Seller Name Document Number 29626 Document Type Deed (Reg) Mortgage History Mortgage Date 03/15/1991 02/07/1990 02/07/1990 Mortgage Amount $7,207 $32,500 $13,000 Mortgage Lender Lender Seller Mortgage Code Conventional Private Party Lender Private Party Lender 18.e Packet Pg. 606 Attachment: H&ED.North J Street.Exhibit C (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 18.e Packet Pg. 607 Attachment: H&ED.North J Street.Exhibit C (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” Courtesy Of LARA FERNANDEZ, KELLER WILLIAMS REALTY, California Regional MLS The data within this report is compiled by CoreLogic from public and private sources. The data is deemed reliable, but is not guaranteed. The accuracy of the data contained herein can be independently verified by the recipient of this report with the applicable county or municipality. Map Page 1 of 1 Generated on 03/30/2018 KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not verified its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or financing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 0 N. J St., San Bernardino, CA 92411 LAND FOR SALE 18.e Packet Pg. 608 Attachment: H&ED.North J Street.Exhibit C (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 04/17/2017 Resume for Kenneth Patterson: 1975 to late 1979 Mess Management Specialist for USN (primary jobs: Staff Cook, Mess Manager, maintained food supplies and Buyers agent for ships food) I was E4 at time of discharge. Licensed as a California Real Estate Agent in 1979 Licensed as a California Real Estate Broker in 1989 Licensed as a Security Dealer with the National Association of Security Dealers (FINRA) in 1995. (Series 7 and 63 license, State of California Fixed and Variable life license) 1993-1995 Manager of Neighborhood Mortgage Corp. in Costa Mesa, Ca. (4 offices in Southern Ca.) We did over $80 million in Originating Residential and Commercial loans yearly. 1995 through 1997 Independent Security Dealer with American Express Financial Advisor. Since 1998 through 2011 I managed Investment Retirement accounts for clients as an Independent Security Dealer and Small Group Health Benefits; through Lighthouse Capital Corporation out of Monterey, CA. From 1979 through 1999 I primarily sold and developed land to and for developers as an independent agent/broker. From 2000 to 2005 I incorporated residential sales into my sales activities because of demand by builders/developers I worked with. At which time I became an associate broker with Coldwell Banker Kivett-Teeters, I averaged 70 closed transactions per-year, until the recent down turn in the market. Mid-year 2005 to August 2012; Coldwell Banker Commercial Kivett-Teeters became the newest Commercial franchise. I deal in Commercial Sales, Building Leases, Ground Leases, land Sales and development. 2003-2007 I have been awarded the International Presidents Circle from Coldwell Banker International, which places me in the top 5% of Sales Associates Internationally. KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not verified its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or financing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 0 N. J St., San Bernardino, CA 92411 18.e Packet Pg. 609 Attachment: H&ED.North J Street.Exhibit C (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” August 2012 to Current I moved to Keller Williams Commercial as an Associate Broker in Redlands Ca. Doing the same business practices in the commercial arena, plus I now work with Asset Managers for Defaulted Notes and Real Estate, Probate and Bankruptcy Trustees. I'm also currently an Independent Financial Advisor for Colorado Financial Services. Kenneth Patterson KW Commercial 1473 Ford St Ste #200 Redlands, Ca. 92373 951-318-8516 cell 909-793-8200 Fax kenpcommercial@gmail.com Ca Lic#00774852 KW COMMERCIAL 1473 Ford Street Redlands, CA 92373 www.kwcommercial.com We obtained the information above from sources we believe to be reliable.However,we have not verified its accuracy and make no guarantee,warranty or representation about it.It is submitted subject to the possibility of errors,omissions,change of price,rental or other conditions,prior sale,lease or financing,or withdrawal without notice.We include projections,opinions,assumptions or estimates for example only,and they may not represent current or future performance of the property.You and your tax and legal advisors should conduct your own investigation of the property and transaction. KENNETH PATTERSON Agent 0 909.793.2100 kenpcommercial@gmail.com DOUGLAS REYNOLDSONCommercial Real Estate Investment AdvisorO 909.793.2100C 909.478.4517dreynoldson@kwcommercial.comCalBRE #01456022 0 N. J St., San Bernardino, CA 92411 18.e Packet Pg. 610 Attachment: H&ED.North J Street.Exhibit C (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 9 EXHIBIT “D” Purchase and Sale Agreement and Joint Escrow Instructions Between the Successor Agency to the Redevelopment Agency of the City of San Bernardino And Jumping Frog Investments, LLC (See Attachment) 18.f Packet Pg. 611 Attachment: H&ED.North J Street.Exhibit D (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS SELLER: Successor Agency to the Redevelopment Agency of the City of San Bernardino BUYER: Jumping Frog Investments, LLC a California limited liability company DATED: June 6, 2018 (North “J” Street, San Bernardino, California, APN 0144-131-36) 18.f Packet Pg. 612 Attachment: H&ED.North J Street.Exhibit D (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” BASIC TERMS Buyer: Jumping Frog Investments, LLC, a California limited liability company Buyer’s Address: Eric Benden P.O. Box 45 Rancho Cucamonga, CA 91729 Tel. 626.222-4803 Email: homevision888@gmail.com City: The City of San Bernardino Closing Contingency Date: September 14, 2018 Closing Date (or Closing) Estimated to occur by July 1, 2018, but not later than the Outside Date Deed: A grant deed in the form of Exhibit B hereto Effective Date: June 6, 2018 Escrow Holder: Commonwealth Land Title A Fidelity National Financial Company 888 S. Figueroa Street, Suite 2100 Los Angeles, CA 90017 Tel: (213) 330-3059 Attention: Crystal Leyvas, Vice President, National Accounts National Commercial Services Direct: (213) 330-3059; email: Cleyvas@cltic.com (or another escrow holder mutually acceptable to Buyer and Seller) Independent Consideration Amount: Two Hundred Dollars ($200.00) Outside Date: October 9, 2018; provided that such date may be extended by mutual writing agreement by Seller and Buyer Purchase Price: Forty Thousand Dollars ($40,000) Real Property: That property described in Exhibit A hereto; the subject property is sometimes referred to as APN 0144-131-36 Seller: Successor Agency to the Redevelopment Agency of the City of San Bernardino Seller’s Address: 290 N. “D” Street – Third Floor San Bernardino, California 92418 18.f Packet Pg. 613 Attachment: H&ED.North J Street.Exhibit D (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 2 Attention: Andrea M. Miller, City Manager Tel. (909) 384-5122 Fax: (909) 384-5138 Email: Miller_An@sbcity.org Soil and Title Contingency Date: August 14, 2018 Title Company: Commonwealth Land Title A Fidelity National Financial Company 888 S. Figueroa Street, Suite 2100 Los Angeles, CA 90017 Tel: (213) 330-3059 Attention: Crystal Leyvas, Vice President, National Accounts National Commercial Services Direct: (213) 330-3059; email: Cleyvas@cltic.com (or another title company mutually acceptable to Buyer and Seller) 18.f Packet Pg. 614 Attachment: H&ED.North J Street.Exhibit D (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 3 PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS This PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (“Agreement”) is made and entered into as of , 2018 (the “Effective Date”) by and between Seller and Buyer. RECITALS A. Seller is the fee owner of the Real Property. The Real Property is approximately 0.11 acres of vacant parcel. B. Seller has offered to sell to Buyer the Real Property described herein for the price and subject to the terms set forth below. Buyer has considered the offer by Seller and agrees to buy from Seller the Real Property, as more specifically described below. C. In addition to the Purchase Price, material considerations to Seller in agreeing to enter into this Agreement, Buyer has agreed to pay to Seller the Independent Consideration Amount; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows: 1. Purchase and Sale. Seller hereby agrees to sell the Real Property to Buyer, and Buyer hereby agrees to purchase the Real Property from Seller, on the terms and conditions set forth in this Agreement. The term Real Property is defined collectively as the following: (a) The fee interest in the Real Property to be conveyed by a grant deed in the form of the Deed; and (b) All personal property, equipment, supplies, and fixtures owned by Seller and located at the Real Property. 2. Payment of Consideration. As consideration for the sale of the Real Property from Seller to Buyer, Buyer shall, at the Closing (as defined below), pay to Seller the Purchase Price for the Real Property. Upon payment of the Purchase Price (less any adjustments made to clear liens and to defray Seller’s costs of sale including, but not limited to, the preparation of legal documents and validation of the purchase price incurred by the City of San Bernardino and the Seller’s share of closing costs), the use of sales proceeds by Seller is a matter with which Buyer is not concerned. 3. Escrow and Independent Consideration. (a) Opening of Escrow. For the purposes of this Agreement, the escrow (“Escrow”) shall be deemed opened (“Opening of Escrow”) on the date that Escrow Holder receives a copy of this Agreement fully executed by Buyer and Seller. Buyer and Seller shall use their best efforts to cause the Opening of Escrow to occur on or before five (5) business days after the Effective Date. Escrow Holder shall promptly notify Buyer and Seller in writing of the date of the Opening of Escrow. Buyer and Seller agree to execute, deliver and be bound by any reasonable or customary 18.f Packet Pg. 615 Attachment: H&ED.North J Street.Exhibit D (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 4 supplemental escrow instructions or other instruments reasonably required by Escrow Holder to consummate the transaction contemplated by this Agreement; provided, however, that no such instruments shall be inconsistent or in conflict with, amend or supersede any portion of this Agreement. If there is any conflict or inconsistency between the terms of such instruments a nd the terms of this Agreement, then the terms of this Agreement shall control. Without limiting the generality of the foregoing, no such instruments shall extinguish any obligations imposed by this Agreement or any other agreement between Seller and Buyer. (b) Independent Consideration. Within two (2) days after the Effective Date, Buyer shall pay to Seller the Independent Consideration Amount to be retained by Seller as non- refundable independent consideration. The Independent Consideration Amount has been bargained for and agreed to as consideration for Seller’s execution and delivery of this Agreement and Seller holding the Real Property off the market for a period commencing as of the Effective Date and continuing until the Outside Date and for the rights and privileges granted to Buyer herein, including any and all rights granted to Buyer to terminate this Agreement under the circumstances provided for herein. Notwithstanding anything to the contrary contained in this Agreement, the Independent Consideration Amount shall be non-refundable in all events, except for (i) Seller’s default hereunder, (ii) the failure of the Oversight Board of the Successor Agency to the Redevelopment Agency of the City of San Bernardino (the “Oversight Board”) to approve the sale of the Real Property as provided under this Agreement, and (iii) actions by the California Department of Finance (“DOF”) which prevent the disposition of the Real Property to Buyer as provided under this Agreement. If the Closing occurs, a credit shall be applied to the Purchase Price based upon payment of the Independent Consideration Amount. (c) Closing. For purposes of this Agreement, the “Closing” or “Closing Date” shall be the date the Deed (as defined below) is recorded pursuant to applicable la w in the county in which the Real Property is located. Unless changed in writing by Buyer and Seller, the Closing shall occur on the Closing Date, or as soon thereafter as the conditions precedent to closing are satisfied pursuant to Sections 6 and 7 of this Agreement. If the Closing has not, for any reason, occurred by the Closing Date, then either Buyer or Seller may terminate this Agreement by delivering written notice to the other at any time after the outside Closing Date; provided, however, that if either party is in default under this Agreement at the time of such termination, then such termination shall not affect the rights and remedies of the non-defaulting party against the defaulting party. 4. Seller’s Delivery of Real Property and Formation Documents. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the following items (collectively, the “Property Documents”): (a) Such proof of Sellers’ authority and authorization to enter into this Agreement and to consummate this transaction as may be reasonably requested by Buyer and the Title Company consistent with the terms of this Agreement , including without limitation approval of the Oversight Board of the sale of the Real Property by Seller to Buyer. In addition, Seller shall cause Escrow Holder to obtain and deliver to Buyer a Natural Hazard Report as provided for under Sections 1102 and 1103 of the California Civil Code (the “Natural Hazard Report”) on or before the Soil and Title Contingency Date. 5. Buyer’s Right of Entry. From and after the Opening of Escrow through the earlier to occur of the termination of this Agreement or the Soil and Title Contingency Date, or as otherwise 18.f Packet Pg. 616 Attachment: H&ED.North J Street.Exhibit D (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 5 agreed in writing by Seller prior to entry is effected, Buyer and Buyer’s employees, agents, consultants and contractors shall have the right to enter upon the Real Property during normal business hours, provided reasonable prior notice has been given to Seller. (a) Investigation of the Real Property. In addition to the foregoing, the Buyer shall have the right, at its sole cost and expense, prior to the Soil and Title Contingency Date, to engage its own environmental consultant (the “Environmental Consultant”) to make such investigations as Buyer deems necessary or appropriate, including any “Phase 1” or “Ph ase 2” investigations of the Real Property. If, based upon such evaluation, inspections, tests or investigation, Buyer determines that it, in its discretion, does not wish to proceed with purchase of the Real Property based upon the condition of the Real Property, Buyer may cancel this Agreement by giving written notice of termination to Seller on or before the Soil and Title Contingency Date which specifically references this Section 5. If Buyer does not cancel this Agreement by the time allowed under th is Section 5, Buyer shall be deemed to have approved the evaluation, inspections and tests as provided herein and to have elected to proceed with this transaction on the terms and conditions of this Agreement. Buyer shall provide a copy to the Seller of all reports and test results provided by Buyer’s Environmental Consultant promptly after receipt by the Buyer of any such reports and test results without any representation or warranty as to their accuracy or completeness. Buyer shall bear all costs, if an y, associated with restoring the Real Property to substantially the same condition prior to its testing by or on behalf of Buyer if requested to so do by Seller but excluding any latent defects or Hazardous Materials (as defined below) discovered by Buyer during its investigation of the Real Property. Buyer agrees to indemnify, protect, defend (with counsel satisfactory to Seller) and hold Seller and the Real Property free and harmless from and against all costs, claims, losses, liabilities, damages, judgments, actions, demands, attorneys’ fees or mechanic’s liens arising out of or resulting from any entry or activities on the Real Property by Buyer, Buyer’s agents, contractors or subcontractors and the contractors and subcontractors of such agents, but in no event shall the indemnity of this Section include the discovery of pre -existing conditions by Buyer or any such liabilities, costs, etc. arising from the negligence or willful misconduct of Seller and/or its consultants. The indemnity obligations of Buyer set forth in this Section 5(a) shall survive any termination of this Agreement or the Close of Escrow. “Hazardous Materials” means any substance, material, or waste which is or becomes regulated by any local governmental authority, the County, the Stat e of California, regional governmental authority, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste,” or “restricted hazardous waste” under Sections 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as a “hazardous substance” under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) defined as a “hazardous material,” “hazardous substance,” or “hazardous waste” under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a “hazardous substance” under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) friable asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as “hazardous” or “extremely hazardous” pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as “hazardous substances” pursuant to Section 311 of the Clean Water Act (33 U.S.C. §1317), (x) defined as a “hazardous waste” pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq. (42 U.S.C. 18.f Packet Pg. 617 Attachment: H&ED.North J Street.Exhibit D (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 6 §6903) or (xi) defined as “hazardous substances” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §9601 et seq. (b) No Warranties as to the Real Property. The physical condition and possession of the Real Property, is and shall be delivered from Seller to Buyer in an “as is” condition, with no warranty expressed or implied by Seller, including without limitation, the presence of Hazardous Materials or the condition of the soil, its geology, the presence of known or unknown seismic faults, or the suitability of the Real Property for development purposes. In addition, Seller makes no representations, warranties or assurances concerning the Real Property, its suitability for any particular use or with regard to the approval process for entitlements as to the Real Property. (c) Buyer Precautions after Closing. Upon and after the Closing, Buyer shall take all necessary precautions to prevent the release into the environment of any Hazardous Materials which are located in, on or under the Real Property. Such precautions shall include compliance with all laws, ordinances, statutes, codes, rules, regulations, orders, and decrees of the United States, the state, the County, the City, or any other political subdivision in which t he Real Property is located, and of any other political subdivision, agency, or instrumentality exercising jurisdiction over the Real Property (“Governmental Requirements”) with respect to Hazardous Materials. 6. Buyer’s Conditions Precedent and Termination Right. (a) Conditions Precedent. The Closing and Buyer’s obligation to consummate the purchase of the Real Property under this Agreement are subject to the timely satisfaction or written waiver of the following conditions precedent (collectively, “Buyer’s Contingencies”), which are for Buyer’s benefit only. (i) Title Review. Within twenty (20) calendar days after the Opening of Escrow, Seller shall cause the Title Company to deliver to Buyer a preliminary title report (the “Report”) describing the title to the Real Property, together with copies of the plotted easements and the exceptions (the “Exceptions”) set forth in the Report; provided that the cost of the Report shall be borne by Seller. Seller acknowledges that the Buyer’s Title Policy shall include an endorsement against the effect of any mechanics’ liens; Seller will provide such indemnity or other assurances as necessary to induce the Title Company to provide such endorsement. On or before the Soil and Title Contingency Date, Buyer shall have approved in writing, in Buyer’s sole discretion, any matters of title disclosed by the following (collectively, the “Title Documents”): (i) the Report; (ii) the Exceptions; (iii) the legal description of the Real Property and (iv) any survey Buyer desires to obtain at Buyer’s sole cost and expense. Buyer shall have the same rights to approve or disapprove any exceptions to title that are not created by Buyer and that come into existence after issuance of the Report but prior to Closing. Seller shall, on or befor e the Closing, remove all deeds of trust, mortgages, and delinquent taxes (but not the lien for any real property taxes or assessments not yet delinquent). (ii) Buyer’s Title Policy. On or before the Closing, the Title Company shall, upon payment (by Buyer) of the Title Company’s premium, have agreed to issue to Buyer, a standard ALTA owner’s policy of title insurance insuring only as to matters of record title (“Standard Buyer’s Title Policy”) in the amount of the Purchase Price showing fee title to the Real P roperty vested solely in Buyer and subject only to the (i) the standard, preprinted exceptions to Buyer’s Title Policy; (ii) liens to secure payment of real estate taxes or assessments not yet delinquent; (iii) matters affecting the Real Property created by or with the written consent of Buyer; and (iv) those matters 18.f Packet Pg. 618 Attachment: H&ED.North J Street.Exhibit D (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 7 specifically approved in writing by Buyer. Buyer shall have the right, at its sole cost and expense, to obtain coverage beyond that offered by a Standard Buyer’s Title Policy (such as an owner’s extended coverage ALTA policy); provided, however, that Buyer’s ability to obtain such extended coverage shall not be a Buyer’s Contingency and Buyer’s obligations hereunder shall in no way be conditioned or contingent upon obtaining such extended coverage. Buyer shall have sole responsibility for obtaining, and bearing the cost of, any endorsements and for any survey or other matters required by the Title Company for such extended coverage. In the event Buyer enters into a loan agreement to generate mo neys to purchase the Real Property from Seller under this Agreement, Buyer and not Seller shall be responsible for the title insurance, closing costs and any other costs, fees or expenses in relation to Buyer obtaining such loaned moneys. The sale shall be all cash to Seller. (iii) Physical and Legal Inspections and Studies. On or before Soil and Title the Contingency Date, Buyer shall have approved in writing, in Buyer’s sole and absolute discretion, the results of any physical and legal (but not feasibility or economic) inspections, investigations, tests and studies. Buyer elects to make or obtain, including, but not limited to, investigations with regard to zoning, building codes and other governmental regulations; engineering tests; soils, seismic and geologic reports; environmental audits, inspections and studies; environmental investigation or other invasive or subsurface testing; and any other physical or legal inspections and/or investigations as Buyer may elect to make or obtain. (iv) Natural Hazard Report. Seller shall cause the Escrow Holder to provide to Buyer prior to the Soil and Title Contingency Date the Natural Hazard Report described at Section 8(a)(iii) of this Agreement; provided that Seller shall bear the cost to prepare such Natural Hazard Report. (v) Property and Formation Documents. On or before the Soil and Title Contingency Date, Buyer shall have approved in writing, in Buyer’s reasonable discretion, the terms, conditions and status of all of the Property Documents. (vi) Delivery of Documents. Seller’s delivery of all documents described in Section 8, below. (vii) Representations and Warranties. All representations and warranties of Seller contained in this Agreement shall be materially true and correct as of the date made and as of the Closing. (viii) Title Company Confirmation. The Title Company shall have confirmed that it is prepared to issue the Buyer’s Title Policy consistent with the provisions of this Agreement. (ix) Oversight Board and DOF Approval. The Oversight Board and, if required as a condition of the issuance of title insurance or by either party hereto, approval by DOF, shall have been given as to the disposition of the Real Property by Seller to Buyer under this Agreement. (x) No Default. As of the Closing, Seller shall not be in default in the performance of any material covenant or agreement to be performed by Seller under this Agreement. 18.f Packet Pg. 619 Attachment: H&ED.North J Street.Exhibit D (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 8 (b) Termination Right. Each of (i), (ii) and (iii) shall operate independently and each shall entitle Seller to terminate this Agreement, as follows: (i) If the Independent Consideration Amount is not paid by Buyer to Seller by the time set forth therefor in Section 3(b)(i) of this Agreement, then this Agreement shall terminate upon Seller giving notice thereof to Buyer; (ii) If any of Buyer’s Contingencies are not met by the Closing Contingency Date, and Seller so informs Buyer, Buyer may, by written notice to Seller, terminate this Agreement. If this Agreement is so terminated, then (except to the extent expressly allocated to one party hereto by this Agreement) any escrow, title or other cancellation fees shall be paid by Buyer, unless Seller is in default hereunder, in which case Seller shall pay all such fees. If the Agreement has not been terminated pursuant to (i) or (ii) of this Section 6(b) and Buyer has not terminated this Agreement in writing (“Termination Notice”) on or before 5:00 p.m. on the Monday preceding the scheduled Closing (“Termination Notice Deadline”), then all such Buyer’s Contingencies shall be deemed to have been satisfied and this Agreement shall continue pursuant to its terms. If Buyer has not delivered a Termination Notice as the items set forth in Sections 6(a)(i)-(xi) inclusive, prior to the Termination Notice Deadline, such Buyer’s Contingencies shall be deemed to have been satisfied. If this Agreement is terminated, then (except to the extent expressly allocated to one party hereto by this Agreement) any escrow, title or other cancell ation fees shall be paid by Buyer, unless Seller is in default hereunder, in which case Seller shall pay all such fees. (c) Seller’s Cure Right. Buyer shall notify Seller, in Buyer’s Termination Notice, of Buyer’s disapproval or conditional approval of any Ti tle Documents. Seller shall then have the right, but not the obligation, to (i) remove from title any disapproved or conditionally approved Exception(s) (or cure such other title matters that are the basis of Buyer’s disapproval or conditional approval of the Title Documents) within five (5) business days after Seller’s receipt of Buyer’s Termination Notice, or (ii) provide assurances reasonably satisfactory to Buyer that such Exception(s) will be removed (or other matters cured) on or before the Closing. With respect to any such Exception, it shall be sufficient for purposes hereof for Seller to commit in writing, within the applicable period, to remove such Exception at or before the Closing. Seller’s failure to remove such Exception after committing to do so shall be a default hereunder. An Exception shall be deemed removed or cured if Seller furnishes Buyer with evidence that the Title Company will issue the Buyer’s Title Policy, as defined herein, at the Closing deleting such Exception or providing a n endorsement (at Seller’s expense) reasonably satisfactory to Buyer concerning such Exception. If Seller cannot or does not remove or agree to remove any of the disapproved Exception(s) (or cure other matters) within such five (5) business day period, Buyer shall have three (3) business days after the expiration of such five (5) business day period to give Seller written notice that Buyer elects to proceed with the purchase of the Real Property subject to the disapproved Title Document(s), it being unders tood that Buyer shall have no further recourse against Seller for such disapproved Title Exception(s). 7. Seller’s Conditions Precedent and Termination Right. The Closing and Seller’s obligations with respect to the transaction contemplated by this Agreement are subject to the timely satisfaction or written waiver of the following condition precedent (“Seller’s Contingencies”), which are for Seller’s benefit only: 18.f Packet Pg. 620 Attachment: H&ED.North J Street.Exhibit D (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 9 (a) Completion of Title Review. Seller shall have received written confirmation from Buyer on or before the Soil and Title Contingency Date that Buyer has completed its review of title and that the condition of title satisfactory. (b) Confirmation Concerning Site. Seller shall have received written confirmation from Buyer on or before the Soil and Title Contingency Date that Buyer has reviewed the condition of the Real Property, including without limitation concerning Hazardous Materials, zoning and suitability, and approves the condition of the Real Property. (c) Confirmation Regarding Buyer’s Title Policy. Seller shall have received written confirmation from Buyer on or before the Soil and Title Contingency Date that Buyer has approved a pro forma title policy. (d) Liens. Seller shall have obtained the consent of any lien holder to the release of such liens prior to or concurrent with closing. (e) Oversight Board and DOF Approval. The approval by the Oversight Board and DOF shall have been given as to the disposition of the Real Property by Seller to Buyer under this Agreement. (f) Delivery of Documents. Buyer’s delivery of all documents described in Section 9(a), below. Should any of Buyer’s Contingencies not be met by the respective times set forth for the satisfaction for such contingency (and without regard to whether all such contingencies have been removed or satisfied) and Buyer has so informed Seller, Seller may, by written notice to Buyer, terminate this Agreement; such termination rights shall be in addition to those termination rights of Seller as set forth in Section 6. If this Agreement is so terminated, then (except to the extent expressly allocated to one party hereto by this Agreement) any escrow, title or other cancellation fees shall be paid by Buyer. 8. Seller’s Deliveries to Escrow Holder. (a) Seller’s Delivered Documents. At least one (1) business day prior to the Closing Date, Seller shall deposit or cause to be deposited with Escrow Holder the following items, duly executed and, where appropriate, acknowledged (“Seller’s Delivered Items”): (i) Deed. The Deed. (ii) FIRPTA/Tax Exemption Forms. The Transferor’s Certification of Non-Foreign Status in the form attached hereto as Exhibit C (the “FIRPTA Certificate”), together with any necessary tax withholding forms, and a duly executed California Form 593-C, as applicable (the “California Exemption Certificate”). (iii) Hazard Disclosure Report. Unless earlier delivered to Buyer, Seller shall cause Escrow Holder to obtain and deliver to Buyer, at Seller’s cost, a Natural Hazard Report as provided for under Sections 1102 and 1103 of the California Civil Code (the “Natural Hazard Report”) before the Closing. 18.f Packet Pg. 621 Attachment: H&ED.North J Street.Exhibit D (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 10 (iv) Possession of Real Property. Possession of the Real Property free of any tenancies or occupancy. (v) Authority. Such evidence of Seller’s authority and authorization to enter into this Agreement and to consummate this transaction as may be reasonably requested by Buyer and the Title Company which are consistent with the terms of this Agreement . (vi) Further Documents or Items. Any other documents or items reasonably required to close the transaction contemplated by this Agr eement as determined by the Title Company which are consistent with the terms of this Agreement . (b) Failure to Deliver. Should any of Seller’s Delivered Items not be timely delivered to Escrow, Buyer may, by written notice to Seller, terminate this Agreement ; provided, however, that Buyer may (but shall not be obligated to) in such notice provide Seller with five (5) business days to deliver all of Seller’s Delivered Items. If Buyer’s notice provides Seller such five (5) business days to deliver Seller’s Delivered Items, and if Seller’s Delivered Items are not delivered within such period, then this Agreement shall automatically terminate without further action or notice. In the event of any such termination, any cash deposited by Buyer shall immediately be returned to Buyer. Under no circumstances shall Buyer have any responsibility to or duty to pay consultants or real estate brokers retained by Seller, Seller being solely responsible in connection with any such contractual arrangements of Seller. 9. Buyer’s Deliveries to Escrow. At least one (1) business day prior to the Closing Date, Buyer shall deposit or cause to be deposited with Escrow Holder the following, each duly executed and acknowledged, by Buyer as appropriate (“Buyer’s Delivered Items”): (a) Purchase Price. The Purchase Price, less amounts which Seller confirms in writing to Escrow Holder were theretofore paid to Seller as the Independent Consideration Amount, together with additional funds as are necessary to pay Buyer’s closing costs set forth in Section 10(b) herein. In the event Seller does not qualify for an exemption from California withholding tax under Section 18662 of the California Revenue and Taxation Code, as evidenced by the delivery at Closing of the California Exemption Certificate duly executed by Seller, Title Company shall withhold three and one-third percent (3-1/3%) of the Purchase Price on behalf of Buyer for payment to the California Franchise Tax Board in accordance with Section 11(b) hereof. In the event Seller is not exempt from such withholding or does not otherwise deliver the California Exemption Certificate at Closing, Buyer shall execute and deliver three (3) originals of California Form 593 to Title Company at or immediately after Closing. (b) Change of Ownership Report. One (1) original Preliminary Change of Ownership Report. (c) Final Escrow Instructions. Buyer’s final written escrow instructions to close escrow in accordance with the terms of this Agreement. (d) Authority. Such proof of Buyer’s authority and authorization to enter into this Agreement and to consummate the transaction contemplated hereby as may be reasonably requested by Seller or the Title Company. 18.f Packet Pg. 622 Attachment: H&ED.North J Street.Exhibit D (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 11 (e) Moneys for Buyer’s Real Estate Broker. Buyer shall deposit any moneys due and payable to Buyer’s Real Estate Broker in connection with the sale of the Real Property. (f) Further Documents or Items. Any other documents or items reasonably required to close the transaction contemplated by this Agreement as determined by the Title Company. 10. Costs and Expenses. (a) Seller’s Costs. If the transaction contemplated by this Agreement is consummated, then Seller shall be debited for and bear the following costs: (i) costs and charges associated with the removal of encumbrances; (ii) Seller’s share of prorations; (iii) the premium for a Standard Buyer’s Title Policy with coverage in the amount of the Purchase Price; (iv) documentary recording fees, if any; (v) documentary transfer tax, if any; (vi) the Seller’s Real Estate Broker’s Commission of Four Thousand Dollars ($4,000) which the parties acknowledge and agree that at Close of Escrow, Seller shall pay Seller’s Real Estate Broker’s Commission for sale of the Property in accordance with Seller’s listing agreement with Seller’s Real Estate Broker and that the broker's commission shall be divided equally between Buyer's Real Estate Broker and Seller's Real Estate Broker; (vii) one half of the escrow charges; and (viii) costs, if any, allocable to Seller under this Agreement and costs for such services as Seller may additionally request that Escrow perform on its behalf (which foregoing items collectively constitute “Seller’s Costs and Debited Amounts”). (b) Buyer’s Costs. If the transaction contemplated by this Agreement is consummated, then Buyer shall bear the following costs and expenses: (i) the Escrow Holder’s fee; (ii) Buyer’s share of prorations, (iii) the premium for title insurance other than or in excess of a Standard Buyer’s Title Policy based on the Purchase Price, and, if applicable, the cost for any survey required in connection with the delivery of an ALTA owner’s extended coverage policy of title insurance; (iv) one half of escrow charges; (v) recording and other costs of closing; (vi) costs, if any, for such services as Buyer may additionally request that Escrow pe rform on its behalf; and (vii) any costs associated with Buyer borrowing money in order to pay to Seller the Purchase Price (collectively, “Buyer’s Costs and Debited Amounts”). (c) Generally. Each party shall bear the costs of its own attorneys, consultants, and real estate brokers, other than broker’s commission, in connection with the negotiation and preparation of this Agreement and the consummation of the transaction contemplated hereby. The parties acknowledge and agree that at Close of Escrow, Seller shall pay Seller’s Real Estate Broker’s Commission for sale of the Property in accordance with Seller’s listing agreement with Seller’s Real Estate Broker and that the broker's commission shall be divided equally between Buyer's Real Estate Broker and Seller's Real Estate Broker. 11. Prorations; Withholding. (a) All revenues (if any) and expenses relating to the Real Property (including, but not limited to, property taxes, utility costs and expenses, water charges and sewer rents and refuse collection charges) shall be prorated as of the Closing Date; provided that all delinquent taxes shall be satisfied at the expense of Seller. Not less than five (5) business days prior to the Closing, Seller shall deliver to Buyer a tentative schedule of prorations for Buyer’s app roval (the “Proration and Expense Schedule”). If any prorations made under this Section shall require final adjustment after the Closing, then the parties shall make the appropriate adjustments promptly when accurate information becomes available and either party hereto shall be entitled to an adjustment to correct the 18.f Packet Pg. 623 Attachment: H&ED.North J Street.Exhibit D (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 12 same. Any corrected or adjustment proration shall be paid promptly in cash to the party entitled thereto. (b) In the event Seller does not qualify for an exemption from California withholding tax under Section 18662 of the California Revenue and Taxation Code (the “Tax Code”) as evidenced by the delivery to Buyer at Closing of the California Exemption Certificate duly executed by Seller, (i) Title Company shall withhold three and one-third percent (3-1/3%) of the Purchase Price on behalf of Buyer at Closing for payment to the California Franchise Tax Board in accordance with the Tax Code, (ii) Buyer shall deliver three (3) duly executed copies of California Form 593 to Title Company at or immediately after Closing, (iii) two (2) copies of California Form 593 shall be delivered by Title Company to Seller, and (iv) on or before the 20th day of the month following the month title to the Real Property is transferred to Buyer (as evidenced by the recor ding of the Grant Deed), Title Company shall remit such funds withheld from the Purchase Price, together with one (1) copy of California Form 593 to the California Franchise Tax Board on behalf of Buyer. Buyer and Seller hereby appoint Title Company as a reporting entity under the Tax Code, authorized to withhold and remit the withholding tax contemplated under the Tax Code, together with such other documents required by the Tax Code (including, without limitation, California Form 593), to the California Franchise Tax Board. 12. Closing Procedure. When the Title Company is unconditionally prepared (subject to payment of the premium therefor) to issue the Buyer’s Title Policy, and all required documents and funds have been deposited with Escrow Holder, Escrow Holder shall immediately close Escrow in the manner and order provided below. (a) Recording. Escrow Holder shall cause the Deed to be recorded pursuant to applicable law in the county in which the Real Property is located and obtain conformed copies thereof for distribution to Buyer and Seller. (b) Disburse Funds. Escrow Holder shall debit or credit (as provided herein) all Buyer’s Costs and Debited Amounts, Seller’s Costs and Debited Amounts and General Expenses, prorate matters and withhold funds as provided herein. The Purchase Price, less any applicable debits or credits (including any liens as to which such liens and the amount to satisfy such liens shall have been confirmed in writing by Seller to Escrow Holder) shall be distributed by check payable to Seller unless Escrow Holder is instructed otherwise in writing signed by Seller (and, in such event, in accordance with such instructions). Seller authorizes Escrow Holder to request demands for payment and to make such payments from the Purchase Price (or such other funds, if any, as are advanced by Seller) to defray the cost of removing deeds of trust, liens and other encumbrances (but not for obligations of Buyer). Escrow Holder shall disburse on behalf of Buyer such moneys as are deposited by Buyer (in addition to the Purchase Price and Buyer’s share of closing costs) as the commission for Buyer’s Real Estate Broker (unless Buyer’s Real Estate Broker shall deliver a written statement to Escrow Holder which indicates that Buyer has arranged to pay Buyer’s Real Estate Broker outside escrow and that payment of such remuneration is a matter with respect to which Escrow Holder and Seller need not be concerned). (c) Documents to Seller. Escrow Holder shall deliver to Seller a conformed copy of the Deed, and documents, if any, recorded on behalf of any lender, as duly recorded among the official land records of the County of San Bernardino, and a copy of each other document (or copies thereof) deposited into Escrow by Buyer pursuant hereto. 18.f Packet Pg. 624 Attachment: H&ED.North J Street.Exhibit D (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 13 (d) Documents to Buyer. Escrow Holder shall deliver to Buyer the original FIRPTA Certificate, the original California Exemption Certificate (as applicable), and a conformed copy of each of the Deed as duly recorded among the official land records of the County of San Bernardino, the Natural Hazard Report, and each other document (or co pies thereof) deposited into Escrow by Seller pursuant hereto, including, without limitation, those documents referenced in Section 8. (e) Title Company. Escrow Holder shall cause the Title Company to issue the Buyer’s Title Policy to Buyer. (f) Closing Statement. Escrow Holder shall forward to both Buyer and Seller a separate accounting of all funds received and disbursed for each party. (g) Informational Reports. Escrow Holder shall file any information reports required by Internal Revenue Code Section 6045(e), as amended. (h) Possession. Possession of the Real Property shall be delivered to Buyer at the Closing. 13. Representations and Warranties. (a) Seller’s Representations and Warranties. In consideration of Buyer entering into this Agreement and as an inducement to Buyer to purchase the Real Property, Seller makes the following representations and warranties as of the Effective Date and as of the Closing, each of which is material and is being relied upon by Buyer (and the truth and accuracy of which shall constitute a condition precedent to Buyer’s obligations hereunder), and all of which are material inducements to Buyer to enter into this Agreement (and but for which Buyer would not have entered into this Agreement) and shall survive Closing; provided that each of the representations and warranties of Seller is based upon the information and belief of the Executive Director of the Successor Agency: (i) Seller believes that it has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated subject to the approval of the Oversight Board and, as may be applicable, DOF. (ii) Subject to the approval of the Oversight Board and, as may be applicable, DOF, Seller believes that all requisite action (corporate, trust, partnership or otherwise) has been taken by Seller in connection with entering into this Agreement and the instruments referenced herein; and, by the Closing, all such necessary action will have been taken to authorize the consummation of the transaction contemplated hereby. (iii) Subject to the approval of the Oversight Board and, as may be applicable, DOF, the individual executing this Agreement and the instruments referenced herein on behalf of Seller has the legal power, right and actual authority to bind Seller to the terms and conditions hereof and thereof. (iv) Seller believes that neither the execution or delivery of this Agreement or the documents or instruments referenced herein, nor incurring the obligations set forth herein, nor the consummation of the transaction contemplated herein, nor compliance with the terms of this Agreement or the documents or instruments referenced herein or therein conflict with or result in the 18.f Packet Pg. 625 Attachment: H&ED.North J Street.Exhibit D (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 14 material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, lease or other agreement or instrument to which Seller is a party or that affect the Real Property, including, but not limited to, any of the Title Documents or the Property Documents. (v) There is no pending litigation nor, to the best of Seller’s knowledge, threatened litigation, which does or will adversely affect the right of Seller to convey the Real Property. There are no claims which have been received by Seller that have not been disclosed to Buyer. (vi) Seller has made no written or oral commitments to or agreements with any governmental authority or agency materially and adversely affecting the Real Property, or any part hereof, or any interest therein, which will survive the Closing. (vii) There are no leases or rental agreements in effect as to the Real Property. (viii) Seller is not in default of its obligations under any contract, agreement or instrument to which Seller is a party pertaining to the Real Property. (ix) There are no mechanics’, materialmen’s or similar claims or liens presently claimed or which will be claimed against the Real Property for work performed or commenced for Seller or on Seller’s behalf prior to the date of this Agreement. (x) There are no undisclosed contracts, licenses, commitments, undertakings or other written or oral agreements for services, supplies or materials concerning the use, operation, maintenance, or management of the Real Property that will be bin ding upon Buyer or the Real Property after the Closing. There are no oral contracts or other oral agreements for services, supplies or materials, affecting the use, operation, maintenance or management of the Real Property. (xi) There are not as of the Effective Date, nor will there be as of the Closing, any written or oral leases or contractual right or option to lease, purchase, or otherwise enjoy possession, rights or interest of any nature in and to the Real Property or any part thereof, and no person other than Buyer shall have any right of possession to the Real Property or any part thereof as of the Closing. (xii) No person, excepting Seller, has possession or any rights to possession of the Real Property or portion thereof. (b) Subsequent Changes to Seller’s Representations and Warranties. If, prior to the Closing, Buyer or Seller should learn, discover or become aware of any existing or new item, fact or circumstance which renders a representation or warranty of Seller set forth herein incorrect or untrue in any respect (collectively, the “Seller Representation Matter”), then the party who has learned, discovered or become aware of such Representation Matter shall promptly give written notice thereof to the other party and Seller’s representations and warranties shall be automatically limited to account for the Representation Matter. Buyer shall have the right to approve or disapprove any such change and to terminate this Agreement by written notice to Seller if Buyer reasonably disapproves any such change. If Buyer does not elect to terminate this Agreement, Seller’s representation shall be 18.f Packet Pg. 626 Attachment: H&ED.North J Street.Exhibit D (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 15 qualified by such Seller Representation Matter and Seller shall have no obligation to Buyer for such Seller Representation Matter. (c) Buyer’s Representations and Warranties. In consideration of Seller entering into this Agreement and as an inducement to Seller to sell the Real Property, Buyer makes the following representations and warranties as of the date hereof and at and as of the Closing, each of which is material and is being relied upon by Seller (and the truth and accuracy of which shall constitute a condition precedent to Seller’s obligations hereunder), and all of which shall survive Closing: (i) Buyer has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated hereby. (ii) All requisite action has been taken by Buyer in connection with entering into this Agreement and the instruments referenced herein; and, by the Closing, all such necessary action will have been taken to authorize the consummation of the transaction contemplated hereby. (iii) The individuals executing this Agreement and the instruments referenced herein on behalf of Buyer have the legal power, right and actual authority to b ind Buyer to the terms and conditions hereof and thereof. (iv) Neither the execution and delivery of this Agreement and the documents and instruments referenced herein, nor incurring the obligations set forth herein, nor the consummation of the transaction contemplated herein, nor compliance with the terms of this Agreement and the documents and instruments referenced herein conflict with or result in the material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreement or instrument to which Buyer is a party or by which any of Buyer’s properties are bound. (d) Subsequent Changes to Buyer’s Representations and Warranties. If, prior to the Closing, Seller or Buyer should learn, discover or become aware of any existing or new item, fact or circumstance which renders a representation or warranty of Buyer set forth herein incorrect or untrue in any respect (collectively, the “Buyer’s Representation Matter”), then the party who has learned, discovered or become aware of such Buyer’s Representation Matter shall promptly give written notice thereof to the other party and Buyer’s representations and warranties shall be automatically limited to account for the Buyer’s Representation Matter. Seller shall have the right to approve or disapprove any such change and to terminate this Agreement by written notice to Buyer if Seller reasonably disapproves any such change. If Seller does not elect to terminate this Agreement, Buyer’s representation shall be qualified by such Buyer’s Representation Matter and Buyer shall have no obligation to Seller for such Buyer’s Representation Matter. 14. Fair Value Price. Each of Buyer and Seller believe that the Purchase Price represents a fair value price for the Real Property. At such time as Buyer makes improvements to the Real Property, the costs for planning, designing, and constructing such improvements shall be borne exclusively by the Buyer and the Buyer shall construct or cause to be constructed such improvements in compliance with all the zoning, planning and design review requirements of the San Bernardino 18.f Packet Pg. 627 Attachment: H&ED.North J Street.Exhibit D (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 16 Municipal Code, and all nondiscrimination, labor stan dard, and wage rate requirements to the extent such labor and wage requirements are applicable. Buyer, including but not limited to its contractors and subcontractors, shall be responsible to comply with Labor Code Section 1720, et seq., if applicable, and its implementing regulations, regarding the payment of prevailing wages (the “State Prevailing Wage Law”), if applicable, and, if applicable, federal prevailing wage law (“Federal Prevailing Wage Law” and, together with State Prevailing Wage Law, “Prevailing Wage Laws”) with regard to the construction of improvements to the Real Property, but only if and to the extent such sections are applicable to the development of the Real Property. Insofar as the parties understand that Buyer is paying a fair market price for the Real Property, the parties believe that the payment of prevailing wages will not be required. In any event, Buyer shall be solely responsible for determining and effectuating compliance with the Prevailing Wage Laws, neither the Seller nor the City makes any final representation as to the applicability or non-applicability of the Prevailing Wage Laws to improvements to the Real Property, or any part thereof. Buyer hereby releases from liability, and agrees to indemnify, defend, assume all responsibility for and hold each of the Seller and the City, and their respective officers, employees, agents and representatives, harmless from any and all claims, demands, actions, suits, proceedings, fines, penalties, damages, expenses resulting from, arising out of, or based upon Buyer’s acts or omissions pertaining to the compliance with the Prevailing Wage Laws as to the Real Property. This Section 14 shall survive Closing. 15. General Provisions. (a) Condemnation. If any material portion of the Real Propert y shall be taken or appropriated by a public or quasi-public authority exercising the power of eminent domain, Buyer shall have the right, at its option, to (i) terminate this Agreement or (ii) proceed with the purchase of the Real Property and receive all of the award or payment made in connection with such taking. (b) Notices. All notices, demands, requests or other communications required or permitted hereunder (collectively, “Notices”) shall be in writing, shall be addressed to the receiving party as provided in the Basic Terms section above, and shall be personally delivered, sent by overnight mail (Federal Express or another carrier that provides receipts for all deliveries), sent by certified mail, postage prepaid, return receipt requested, or sent by fa csimile transmission (provided that a successful transmission report is received). All Notices shall be effective upon receipt at the appropriate address. Notice of change of address shall be given by written notice in the manner detailed in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no Notice in accordance with this Section was given shall be deemed to constitute receipt of such Notice. The providing of copies of Notices to the par ties’ respective counsels is for information only, is not required for valid Notice and does not alone constitute Notice hereunder. (c) Brokers. Seller assumes sole responsibility for any consultants or brokers (“Seller’s Agents”) it may have retained in connection with the sale of the Real Property (and Buyer shall have no responsibility in connection with such matters). Seller represents that it has engaged Keller Williams Realty as “Seller’s Real Estate Broker” and that Seller shall be solely responsible f or any commission, cost, fee or compensation of any kind due to Seller’s Real Estate Broker. Seller represents to Buyer that Seller has not engaged any consultants, finders or real estate brokers other than Seller’s Real Estate Broker in connection with the sale of the Real Property to the Buyer, and there are no brokerage commission, finder’s fee or other compensation of any kind due or owing to 18.f Packet Pg. 628 Attachment: H&ED.North J Street.Exhibit D (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 17 any person or entity in connection with this Agreement other than Seller’s costs with respect to the Seller’s Real Estate Broker Commission. Seller agrees to and does hereby indemnify and hold the Buyer free and harmless from and against any and all costs, liabilities or causes of action or proceedings which may be instituted by any broker, agent or finder, licens ed or otherwise, claiming through, under or by reason of the conduct of the Seller in connection with this Agreement. Buyer assumes sole responsibility for any consultants or brokers (“Buyer’s Agents”) it may have retained in connection with the purchase of the Real Property. Buyer represents that it has engaged Heath Michael Hilgenberg as “Buyer’s Real Estate Broker” and other than the portion of the Seller’s Real Estate Broker’s Commission that is payable to the Buyer’s Real Estate Broker per Section 10 (a) of this Agreement, Buyer shall be solely responsible for any other cost, fee or compensation of any kind due to Buyer’s Real Estate Broker, if any. Buyer represents to Seller that Buyer has not engaged any consultants, finders or real estate brokers other than Buyer’s Real Estate Broker in connection with the sale of the Real Property to the Buyer, and there are no brokerage commission, finder’s fe e or other compensation of any kind due or owing to any person or entity in connection with this Agreement. Buyer agrees to and does hereby indemnify and hold the Seller free and harmless from and against any and all costs, liabilities or causes of action or proceedings which may be instituted by any broker, agent or finder, licensed or otherwise, claiming through, under or by reason of the conduct of the Buyer in connection with this Agreement. The Parties acknowledge and agree that Buyer has been represented in this transaction by Heath Michael Hilgenberg as “Buyer’s Real Estate Broker.” At Close of Escrow, Seller shall pay Seller’s Real Estate Broker’s Commission for sale of the Property in accordance with Seller’s listing agreement with Seller’s Real Estate Broker. The broker's commission shall be divided equally between Buyer's Real Estate Broker and Seller's Real Estate Broker. (d) Waiver, Consent and Remedies. Each provision of this Agreement to be performed by Buyer and Seller shall be deemed both a covenant and a condition and shall be a material consideration for Seller’s and Buyer’s performance hereunder, as appropriate, and any breach thereof by Buyer or Seller shall be deemed a material default hereunder. Either party may specifically and expressly waive in writing any portion of this Agreement or any breach thereof, but no such waiver shall constitute a further or continuing waiver of a preceding or succeeding breach of the same or any other provision. A waiving party may at any time thereafter require further compliance by the other party with any breach or provision so waived. The consent by one party to any act by the other for which such consent was required shall not be deemed to imply consent or waiver of the necessity of obtaining such consent for the same or any similar acts in the future. No waiver or consent shall be implied from silence or any failure of a party to act, except as otherwise specified in this Agreement. All rights, remedies, undertakings, obligations, options, covenants, conditions and agreements contained in this Agreement shall be cumulative and no one of them shall be exclusive of any other. Except as otherwise specified herein, either party hereto may pursue any one or more of its rights, options or remedies hereunder or may seek damages or specific performance in the event of the other party’s breach hereunder, or may pursue any other remedy at law or equity, whether or not stated in this Agreement. (e) Cooperation. Buyer and Seller agree to execute such instruments and documents and to diligently undertake such actions as may be required in order to consummate the purchase and sale herein contemplated and shall use all reasonable efforts to accomplish the Closing in accordance with the provisions hereof and, following Closing. (f) Remedies. Without limitation as to the availability of other remedies, this Agreement may be enforced by an action for specific enforcement. 18.f Packet Pg. 629 Attachment: H&ED.North J Street.Exhibit D (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 18 (g) Time. Time is of the essence of every provision herein contained. In the computation of any period of time provided for in this Agreement or by law, the day of the act or event from which said period of time runs shall be excluded, and the last day of such period shall be included, unless it is a Saturday, Sunday, or legal holiday, in which case the perio d shall be deemed to run until 5:00 p.m. of the next day that is not a Saturday, Sunday, or legal holiday. Except as otherwise expressly provided herein, all time periods expiring on a specified date or period herein shall be deemed to expire at 5:00 p.m. on such specified date or period. (h) Counterparts; Facsimile Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. A facsimile signature shall be deemed an original signature. (i) Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. (j) Obligations to Third Parties. City shall be deemed to be a third party beneficiary of this Agreement. Excepting only for the City, t he execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate any of the parties to this Agreement to, any person or entity other than the parties hereto. (k) Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. (l) Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. (m) Applicable Law. This Agreement shall be governed by and construed in accordance with the local law of the State of California. (n) Exhibits and Schedules. The exhibits and schedules attached hereto are incorporated herein by this reference for all purposes. (o) Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, including, without limitation, that certain Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate dated March 23, 2018, and contains the entire agreement between, and the final expression of, Buyer and Seller with respect to the subject matter hereof. The parties hereto expressly agree and confirm that this Agreement is executed without reliance on any oral or wri tten statements, representations or promises of any kind which are not expressly contained in this Agreement. No subsequent agreement, representation or promise made by either party hereto, or by or to an employee, officer, agent or representative of either party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. (p) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the permitted successors and assigns of the partie s hereto. 18.f Packet Pg. 630 Attachment: H&ED.North J Street.Exhibit D (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 19 (q) Assignment. Neither party may assign its rights under this Agreement without the prior consent of the other party. [signatures begin on the following page] 18.f Packet Pg. 631 Attachment: H&ED.North J Street.Exhibit D (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 20 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. “SELLER” SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, a public entity, corporate and politic By: Andrea M. Miller Executive Director “BUYER” JUMPING FROG INVESTMENTS, LLC, a California limited liability company By: Name: Eric Benden Approved as to form: Gary D. Saenz, City Attorney By: ____________________________ 18.f Packet Pg. 632 Attachment: H&ED.North J Street.Exhibit D (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” Acceptance by Escrow Holder: Commonwealth Land and Title Company hereby acknowledges that it has received a fully executed copy of the foregoing Purchase and Sale Agreement and Joint Escrow Instructions by and between the Successor Agency to the Redevelopment Agency of the City of San Bernardino, a public entity, corporate and politic (“Seller”), and Jumping Frog Investments (“Buyer”) and agrees to act as Escrow Holder thereunder and to be bound by and strictly perform the terms thereof as such terms apply to Escrow Holder. Dated: _____________, 2018 COMMONWEALTH LAND AND TITLE COMPANY By: Name: Its: 18.f Packet Pg. 633 Attachment: H&ED.North J Street.Exhibit D (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” A-1 EXHIBIT A LEGAL DESCRIPTION The Lot 33, Tract No. 2340, Sunshine Homes Tract No. 2, as per plat recorded in Book 33, Page 51 of Maps, in the City of San Bernardino, County of San Bernardino, State of California. Address: North J Street APN: 0144-131-36 18.f Packet Pg. 634 Attachment: H&ED.North J Street.Exhibit D (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” B-2 EXHIBIT B DEED NOT FOR SIGNATURE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Jumping Frog Investments, LLC P.O. Box 45 Rancho Cucamonga, CA 91729 Attn: Eric Benden APN: 0144-131-36 [Space above for recorder.] DOCUMENTARY TRANSFER TAX $ ______ computed on the consideration or value of property conveyed; OR computed on the consideration or value less liens or encumbrances remaining at time of sale. Signature of Declarant or Agent determining tax - Firm Name GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the Successor Agency to the Redevelopment Agency of the City of San Bernardino, a public entity, corporate and politic (“Grantor”), hereby grants to the Jumping Frog Investments, LLC (“Grantee”), that certain real property located in the County of San Bernardino, State of California, more particularly described on Attachment No. 1 attached hereto and incorporated herein by this reference (the “Property”), subject to existing easements, restrictions and covenants of record . IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of __________, 2018. SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO By: NOT FOR SIGNATURE Andrea M. Miller Executive Director 18.f Packet Pg. 635 Attachment: H&ED.North J Street.Exhibit D (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” ATTACHMENT NO. 1 TO GRANT DEED TO EXHIBIT B ATTACHMENT NO. 1 TO GRANT DEED LEGAL DESCRIPTION The Lot 33, Tract No. 2340, Sunshine Homes Tract No. 2, as per plat recorded in Book 33, Page 51 of Maps, in the City of San Bernardino, County of San Bernardino, State of California. Address: N. J Street APN: 0144-131-36 18.f Packet Pg. 636 Attachment: H&ED.North J Street.Exhibit D (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 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 ) ) ss. COUNTY OF ____________ ) On _____________________________ , before me, _______________________________ , Notary Public, (Print Name of 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 instrumen t 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 of Notary Public 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. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT Individual Corporate Officer __________________________________________ Title(s) __________________________________________ Title Or Type Of Document Partner(s) Limited General Attorney-In-Fact Trustee(s) Guardian/Conservator Other: ________________________________ Signer is representing: Name Of Person(s) Or Entity(ies) __________________________________________ __________________________________________ __________________________________________ Number Of Pages __________________________________________ Date Of Documents __________________________________________ Signer(s) Other Than Named Above 18.f Packet Pg. 637 Attachment: H&ED.North J Street.Exhibit D (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” C-1 EXHIBIT C FIRPTA CERTIFICATE TRANSFEROR’S CERTIFICATE OF NON-FOREIGN STATUS To inform the Jumping Frog Investments, LLC, (the “Transferee”), that withholding of tax under Section 1445 of the Internal Revenue Code of 1986, as amended (“Code”) will not be required upon the transfer of certain real property to the Transferee by the Successor Agency to the Redevelopment Agency of the City of San Bernardino (the “Transferor”), the undersigned hereby certifies the following: 1. The Transferor is not a foreign person or citizen, foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Code and the Income Tax Regulations promulgated thereunder); 2. The Transferor’s social security number or U.S. employer identification number is a s follows: _________________. 3. The Transferor’s home or office address is: _________________________________________ _________________________________________ The Transferor understands that this certification may be disclosed to the Internal Revenue Service by the Transferee and that any false statement contained herein could be punished by fine, imprisonment or both. Under penalty of perjury, I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document. Successor Agency to the Redevelopment Agency of the City of San Bernardino 18.f Packet Pg. 638 Attachment: H&ED.North J Street.Exhibit D (5564 : Purchase and Sale Agreement for the Real Property Located on the East Side of North “J” 19.a Packet Pg. 639 Attachment: PW.Roy Allan Slurry -Award of Contract. Report (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy Allan conjunction with annual review of Pavement Management Program and field inspections. The Project was advertised for public bidding on April 16, 2018, and April 21, 2018, in the San Bernardino County Sun Newspaper, F. W. Dodge, Construction Bid Board, High Desert Plan Room, San Diego Daily Transcript, Sub-Hub Online Plan Room, Reed Construction Data, Bid America Online, Construction Bid Source, Bid Ocean, the City’s websites, and the San Bernardino Area Chamber of Commerce. Sealed bids were received and opened on May 07, 2018; the City received the following three bids: BIDDER TOTAL Roy Allan Slurry Seal Inc. $425,550.00 All American Asphalt $458,818.58 American asphalt South, Inc. $564,205.00 The lowest apparent bidder is Roy Allan Slurry Seal Inc. of Santa Fe Springs, California, with a base bid of $425,550. City Staff has reviewed all three bid packages and confirmed Roy Allan slurry Seal Inc. is the lowest responsible and responsive bidder. If awarded by the Mayor and City Council, construction is anticipated to begin in August 2018, and to be substantially complete by October 2018. 2018-2019 Goals and Objectives This project is consistent with Goal No. 4: Ensure Development of a Well-Planned Balanced and Sustainable City. This project will contribute to well-maintained streets for sustained economic growth. Fiscal Impact The estimated project costs, as well as available funding in the FY2017/18 Capital Projects Budget, are summarized in the table below. Estimated Project Cost Base Bid Amount $425,550 Construction Contingency $ 42,555 Engineering and Inspections $ 31,895 Total Contract Work $500,000 Funding The FY 2017/18 Budget will require an amendment to appropriate $500,000 from the SB-1 funds to the project. 19.a Packet Pg. 640 Attachment: PW.Roy Allan Slurry -Award of Contract. Report (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy Allan Conclusion It is recommended that the Mayor and City Council adopt the Resolution, awarding a construction contract to Roy Allan Slurry Seal, Inc. Attachments Attachment 1 Resolution awarding Contract for Pavement Rejuvenation at Various Locations Attachment 2 Bid Opening Report & Bid Tabulation for Pavement Rejuvenation at Various Locations Attachment 3 Lowest Bid Form - Roy Allan Slurry Seal, Inc. Attachment 4 Plan Pavement Rejuvenation at Various Locations Attachment 5 Agreement Ward: 3, 5 and 6 Synopsis of Previous Council Actions: 06- 21-2017 Resolution No. 2017- 118 adopted the City’s final budget document for Fiscal Year 2017/2018. 19.a Packet Pg. 641 Attachment: PW.Roy Allan Slurry -Award of Contract. Report (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy Allan 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 2018-155 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING A CONSTRUCTION CONTRACT WITH ROY ALLAN SLURRY SEAL, INC. IN THE AMOUNT OF $425,550 AND AUTHORIZING A CONSTRUCTION CONTINGENCY IN THE AMOUNT OF $42,555 FOR A TOTAL CONTRACT AMOUNT OF $468,105; AUTHORIZING THE FINACE DIRECTOR TO AMEND THE FY 17/18 BUDGET TO ALLOCATE SB-1 FUNDS TO THE PROJECT, THE CITY MANAGER OR DESIGNEE TO SIGN ALL NECESSARY DOCUMENTS, AND AUTHORIZING THE CITY MANAGER TO EXPEND THE CONTINGENCY FUND, IF NECESSARY, TO COMPLETE THE PROJECT BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. Roy Allan Slurry Seal, Inc., 11922 Bloomfield Avenue, Santa Fe Springs, California 90670 is the lowest responsive responsible bidder for Pavement Rejuvenation at Various Locations per Plan No. 13212. A contract is awarded to said bidder in a total amount of $425,550.00 with a contingency amount of $42,555.00 but such contract shall be effective only upon being fully executed by both parties. All other bids, therefore, are hereby rejected. The City Manager is hereby authorized and directed to execute said contract on behalf of the City. The City Manager is hereby authorized and directed to execute said contingency not to exceed $42,555.00 on behalf of the City. A copy of the contract is on file in the office of the City Clerk and incorporated herein by reference as though fully set forth at length. SECTION 2. The Director of Finance is authorized to amend FY 17/18 Budget to allocate SB-1 Funds to the project SECTION 3 The Director of Finance is authorized and directed to issue a Purchase Order in the amount of $425,550.00 to Roy Allan, Inc. for this work. SECTION 4. This contract and any amendment or modifications thereto shall not take effect or become operative until fully signed and executed by the parties and no party 19.b Packet Pg. 642 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 1. RESOLUTION (5565 : Pavement Rejuvenation - Award of Construction 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 shall be obligated hereunder until the time of such full execution. No oral agreements, amendments, modifications or waivers are intended or authorized and shall not be implied from any act or course The authorization to execute this contract is rescinded if the parties to the contract fail to execute it and return the fully executed contract to the Office of the City Clerk within sixty (60) days of passage of this Resolution. /// /// /// /// /// /// /// /// /// /// /// /// /// 19.b Packet Pg. 643 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 1. RESOLUTION (5565 : Pavement Rejuvenation - Award of Construction 3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING A CONSTRUCTION CONTRACT WITH ROY ALLAN SLURRY SEAL, INC. IN THE AMOUNT OF $425,550 AND AUTHORIZING A CONSTRUCTION CONTINGENCY IN THE AMOUNT OF $42,555 FOR A TOTAL CONTRACT AMOUNT OF $468,105; AUTHORIZING THE FINACE DIRECTOR TO AMEND THE FY 17/18 BUDGET TO ALLOCATE SB-1 FUNDS TO THE PROJECT, THE CITY MANAGER OR DESIGNEE TO SIGN ALL NECESSARY DOCUMENTS, AND AUTHORIZING THE CITY MANAGER TO EXPEND THE CONTINGENCY FUND, IF NECESSARY, TO COMPLETE THE PROJECT I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and City Council of the City of San Bernardino at a ______________________________ meeting thereof, held on the _____ day of ________________, 2018, by the following vote, to wit: Council Members: AYES NAYS ABSTAIN ABSENT MARQUEZ _____ _____ _______ _______ BARRIOS _____ _____ _______ _______ VALDIVIA _____ _____ _______ _______ SHORETT _____ _____ _______ _______ NICKEL _____ _____ _______ _______ RICHARD _____ _____ _______ _______ MULVIHILL _____ _____ _______ _______ Georgeann Hanna, CMC, City Clerk The foregoing Resolution is hereby approved this _____ day of ________________, 2018. R. Carey Davis, Mayor City of San Bernardino Approved as to form: Gary D. Saenz, City Attorney By: 19.b Packet Pg. 644 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 1. RESOLUTION (5565 : Pavement Rejuvenation - Award of Construction A G R E E M E N T CITY OF SAN BERNARDINO THIS AGREEMENT is made and concluded this _____ day of _______________, 20___, between the City of San Bernardino (owner and hereinafter "CITY"), and Roy Allan Slurry Seal, Inc. (hereinafter "CONTRACTOR"). 1. For and in consideration of the payments and agreements hereinafter mentioned, to be made and performed by the CITY, and under the conditions expressed in the bond as deposited with the CITY, receipt of which is hereby acknowledged, the CONTRACTOR agrees with the CITY, at the CONTRACTOR's own proper cost and expense in the Special Provisions to be furnished by the CITY, to furnish all materials, tools and equipment and perform all the work necessary to complete in good workmanlike and substantial manner the PAVEMENT REJUVENATION AT VARIOUS LOCATIONS (SLURRY SEAL) in strict conformity with Plans and Special Provisions No. 13212 , and also in accordance with Standard Specifications for Public Works Construction, 2015 Edition, on file in the Office of the City Engineer, Public Works Department, City of San Bernardino, which said Plans and Special Provisions and Standard Specifications are hereby especially referred to and by such reference made a part hereof. 2. CONTRACTOR agrees to receive and accept the prices as set forth in the Bid Schedule as full compensation for furnishing all materials and doing all the work contemplated and embraced in this agreement; also for all loss or damage arising out of the nature of the work aforesaid or from any unforeseen difficulties or obstructions which may arise or be encountered in the prosecution of the work and for all risks of every description connected with the work; also for all expenses incurred by or in consequence of the suspension or discontinuance of work, and for well and faithfully completing the work and the whole thereof, in the manner and according to the Plans and Special Provisions, and requirements of the Engineer under them. 3. The CONTRACTOR herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on the basis of race, color, national origin, religion, sex, marital status, or ancestry in the performance of this contract, nor shall the CONTRACTOR or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection of subcontractors, vendees, or employees in the performance of this contract. Failure by the CONTRACTOR to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy, as recipient deems appropriate. 19.c Packet Pg. 645 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 1.Exhibit A (5565 : Pavement Rejuvenation - Award of Construction Contract AGREEMENT: BRIDGE AND RAILING REPAIRS AT VARIOUS LOCATIONS (SS-A) DECK SURFACE TREATMENT FOR BRIDGES AT VARIOUS LOCATIONS 4. CITY hereby promises and agrees with the said CONTRACTOR to employ, and does hereby employ the said CONTRACTOR to provide the materials and to do the work according to the terms and conditions herein contained and referred to, for the prices aforesaid, and hereby contracts to pay the same at the time, in the manner, and upon the conditions above set forth; and the same parties for themselves, their heirs, executors, administrators, and assigns, do hereby agree to the full performance of the covenants herein contained. 5. It is further expressly agreed by and between the parties hereto that should there be any conflict between the terms of this instrument and the bid of said CONTRACTOR, then this instrument shall control and nothing herein shall be considered as an acceptance of said terms of said bid conflicting herewith. IN WITNESS WHEREOF, the parties of these presents have executed this contract in four (4) counterparts, each of which shall be deemed an original in the year and day first above mentioned. CONTRACTOR CITY OF SAN BERNARDINO NAME OF FIRM: ROY ALLAN SLURRY SEAL, INC. BY: ___________________________________ ANDREA M. MILLER, City Manager City of San Bernardino BY: _______________________________ TITLE: ATTEST: MAILING ADDRESS: 11922 Bloomfield Avenue _______________________________ GEORGEANN HANNA, City Clerk Santa Fe Springs, CA 90670 ___________________________________ PHONE NO.: ( 562 ) 864-3363 APPROVED AS TO FORM: ATTEST: _______________________________ GARY D. SAENZ, City Attorney __________________________________ Secretary NOTE: Secretary of the Owner should attest. If Contractor is a corporation, Secretary should attest. 19.c Packet Pg. 646 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 1.Exhibit A (5565 : Pavement Rejuvenation - Award of Construction Contract BID TABULATION FOR PAVEMENT REJUVENATION AT VARIOUS LOCATIONS (ANNUAL - SLURRY) (SS-D) IN THE CITY OF SAN BERNARDINO SPECIAL PROVISIONS NO. 13201 FILE NO. 1.7306 ACCT. NO. 129-160-5504-7306-0025 BID SCHEDULE PAVEMENT REJUVENATION AT VARIOUS LOCATIONS (ANNUAL - SLURRY) (SS - D) IN THE CITY OF SAN BERNARDINO Special Provisions NO. 13201 ITEM NO.BID ITEM DESCRIPTION ESTIMATED QUANTITY UNIT UNIT PRICE TOTAL UNIT PRICE TOTAL UNIT PRICE TOTAL 1 MOBILIZATION 1 LS 25,000.00 25,000.00 31,660.51 31,660.51 18,205.00 18,205.00 2 SLURRY SEAL 2,300,000 SF 0.16 358,800.00 0.17 391,000.00 0.17 391,000.00 3 CRACK SEALING (ASPHALT CONCRETE PAVEMENT)5,000 LF 2.35 11,750.00 1.47 7350.00 125,000.00 4 TRAFFIC STRIPING, CURB AND PAVEMENT MARKINGS AND PAVEMENT MARKER 1 LS 30,000.00 30,000.00 28808.07 28,808.07$ 30000.00 30,000.00 TOTAL BID SCHEDULE Totals BID OPENING: 2:00 P.M., MAY 7, 2018 APPARENT LOW BIDDER ROY ALLAN SLURRY SEAL, INC. 2ND LOW ALL AMERICAN ASPHALT $425,550.00 $458,818.58 $564,205.00 3RD LOW AMERICAN ASPHALT SOUTH, INC. 19.dPacket Pg. 647Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 2 (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy 19.e Packet Pg. 648 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 3 (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy 19.e Packet Pg. 649 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 3 (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy 19.e Packet Pg. 650 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 3 (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy 19.e Packet Pg. 651 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 3 (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy 19.e Packet Pg. 652 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 3 (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy 19.e Packet Pg. 653 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 3 (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy 19.e Packet Pg. 654 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 3 (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy 19.e Packet Pg. 655 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 3 (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy 19.e Packet Pg. 656 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 3 (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy 19.e Packet Pg. 657 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 3 (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy 19.e Packet Pg. 658 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 3 (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy 19.e Packet Pg. 659 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 3 (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy 19.e Packet Pg. 660 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 3 (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy 19.e Packet Pg. 661 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 3 (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy 19.e Packet Pg. 662 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 3 (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy 19.e Packet Pg. 663 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 3 (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy 19.e Packet Pg. 664 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 3 (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy 19.e Packet Pg. 665 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 3 (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy 19.e Packet Pg. 666 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 3 (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy 19.e Packet Pg. 667 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 3 (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy 19.e Packet Pg. 668 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 3 (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy 19.e Packet Pg. 669 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 3 (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy 19.e Packet Pg. 670 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 3 (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy 19.e Packet Pg. 671 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 3 (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy 19.e Packet Pg. 672 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 3 (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy 19.e Packet Pg. 673 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 3 (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy 19.e Packet Pg. 674 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 3 (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy 19.f Packet Pg. 675 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 4 (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy 19.f Packet Pg. 676 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 4 (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy 19.f Packet Pg. 677 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 4 (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy 19.f Packet Pg. 678 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 4 (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy 19.f Packet Pg. 679 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 4 (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy 19.f Packet Pg. 680 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 4 (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy 19.f Packet Pg. 681 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 4 (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy 19.f Packet Pg. 682 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 4 (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy 19.f Packet Pg. 683 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 4 (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy A G R E E M E N T CITY OF SAN BERNARDINO THIS AGREEMENT is made and concluded this _____ day of _______________, 20___, between the City of San Bernardino (owner and hereinafter "CITY"), and Roy Allan Slurry Seal, Inc. (hereinafter "CONTRACTOR"). 1. For and in consideration of the payments and agreements hereinafter mentioned, to be made and performed by the CITY, and under the conditions expressed in the bond as deposited with the CITY, receipt of which is hereby acknowledged, the CONTRACTOR agrees with the CITY, at the CONTRACTOR's own proper cost and expense in the Special Provisions to be furnished by the CITY, to furnish all materials, tools and equipment and perform all the work necessary to complete in good workmanlike and substantial manner the PAVEMENT REJUVENATION AT VARIOUS LOCATIONS (SLURRY SEAL) in strict conformity with Plans and Special Provisions No. 13212 , and also in accordance with Standard Specifications for Public Works Construction, 2015 Edition, on file in the Office of the City Engineer, Public Works Department, City of San Bernardino, which said Plans and Special Provisions and Standard Specifications are hereby especially referred to and by such reference made a part hereof. 2. CONTRACTOR agrees to receive and accept the prices as set forth in the Bid Schedule as full compensation for furnishing all materials and doing all the work contemplated and embraced in this agreement; also for all loss or damage arising out of the nature of the work aforesaid or from any unforeseen difficulties or obstructions which may arise or be encountered in the prosecution of the work and for all risks of every description connected with the work; also for all expenses incurred by or in consequence of the suspension or discontinuance of work, and for well and faithfully completing the work and the whole thereof, in the manner and according to the Plans and Special Provisions, and requirements of the Engineer under them. 3. The CONTRACTOR herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on the basis of race, color, national origin, religion, sex, marital status, or ancestry in the performance of this contract, nor shall the CONTRACTOR or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection of subcontractors, vendees, or employees in the performance of this contract. Failure by the CONTRACTOR to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy, as recipient deems appropriate. 19.g Packet Pg. 684 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 5 (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy AGREEMENT: BRIDGE AND RAILING REPAIRS AT VARIOUS LOCATIONS (SS-A) DECK SURFACE TREATMENT FOR BRIDGES AT VARIOUS LOCATIONS 4. CITY hereby promises and agrees with the said CONTRACTOR to employ, and does hereby employ the said CONTRACTOR to provide the materials and to do the work according to the terms and conditions herein contained and referred to, for the prices aforesaid, and hereby contracts to pay the same at the time, in the manner, and upon the conditions above set forth; and the same parties for themselves, their heirs, executors, administrators, and assigns, do hereby agree to the full performance of the covenants herein contained. 5. It is further expressly agreed by and between the parties hereto that should there be any conflict between the terms of this instrument and the bid of said CONTRACTOR, then this instrument shall control and nothing herein shall be considered as an acceptance of said terms of said bid conflicting herewith. IN WITNESS WHEREOF, the parties of these presents have executed this contract in four (4) counterparts, each of which shall be deemed an original in the year and day first above mentioned. CONTRACTOR CITY OF SAN BERNARDINO NAME OF FIRM: ROY ALLAN SLURRY SEAL, INC. BY: ___________________________________ ANDREA M. MILLER, City Manager City of San Bernardino BY: _______________________________ TITLE: ATTEST: MAILING ADDRESS: 11922 Bloomfield Avenue _______________________________ GEORGEANN HANNA, City Clerk Santa Fe Springs, CA 90670 ___________________________________ PHONE NO.: ( 562 ) 864-3363 APPROVED AS TO FORM: ATTEST: _______________________________ GARY D. SAENZ, City Attorney __________________________________ Secretary NOTE: Secretary of the Owner should attest. If Contractor is a corporation, Secretary should attest. 19.g Packet Pg. 685 Attachment: PW.Roy Allan Slurry -Award of Contract.Attachment 5 (5565 : Pavement Rejuvenation - Award of Construction Contract to Roy Ward: None Synopsis of Previous Council Actions: None Staff Report City of San Bernardino Request for Council Action Date: June 6, 2018 To: Honorable Members of the City Council From: Mayor R. Carey Davis & Council Member Jim Mulvihill By: Evelyn Estrada, Assistant to the Mayor Subject: SCAG 2018 Regional Conference & General Assembly Recommendation: Receive an oral report by Mayor R. Carey Davis and Council Member Mulvihill. Background: On May 4, 2018, Mayor Davis and Council Member Mulvihill attended the SCAG’s Regional Conference. Discussion: Mayor Davis and Council Member Mulvihill will each provide an oral report. The conference was held in Indian Wells, CA. Fiscal Impact: No fiscal impact on reporting conference. Conclusion: It is recommended that the Mayor and Members of the City Council receive and file the oral reports. Attachments: Attachment 1 – Agenda 20.a Packet Pg. 686 Attachment: Mayor.SCAG Conference.Report (5566 : SCAG 2018 Regional Conference & General Assembly) 20.b Packet Pg. 687 Attachment: Mayor.SCAG Conference.Attachment (5566 : SCAG 2018 Regional Conference & General Assembly) 20.b Packet Pg. 688 Attachment: Mayor.SCAG Conference.Attachment (5566 : SCAG 2018 Regional Conference & General Assembly) Staff Report City of San Bernardino Request for Council Action Date: June 6, 2018 To: Honorable Mayor and City Council Members From: Henry Nickel, Council Member Fifth Ward By: Renee Brizuela, Administrative Assistant to City Council Subject: Legislative Action Day 2018 – April 18, 2018 Recommendation Receive an oral report by Council Member Nickel. Background On April 18, 2018, Council Member Nickel attended the Legislative Action Day 2018 in Sacramento, CA. Discussion Council Member will provide an oral report on Legislative Action Day 2018 at this evening’s meeting. Mayor, City Council and City Manager Goals and Objectives He attended the League of California Cities Legislative Action Day to gain knowledge for future policy making decisions. It aligns with Goal Number 3 which is to Create, Maintain and Grow Jobs and Economic Value in the City. Fiscal Impact There is no financial impact to the City. Conclusion It is recommended that the Mayor and City Council of the City of San Bernardino receive and file the oral report. Attachments Attachment 1 – § 532323- Government Code on Reporting Trips Attachment 2 - AB 1234 Report on Meetings Attended Attachment 3 – Legislative Action Day 2018 Agenda 21.a Packet Pg. 689 Attachment: Council.Legislative Action Day 2018 - Henry Nickel. REPORT (5567 : Legislative Action Day 2018 – April 18, 2018) Ward: ALL WARDS Synopsis of Previous Council Actions: 05-16-2018 M/CC agenda item #25 was continued to the M/CC Meeting scheduled for 06-06-2018. 21.a Packet Pg. 690 Attachment: Council.Legislative Action Day 2018 - Henry Nickel. REPORT (5567 : Legislative Action Day 2018 – April 18, 2018) § 53232.3. Expense report forms, CA GOVT § 53232.3 © 2014 Thomson Reuters. No claim to original U.S. Government Works. 1 West’s Annotated California Codes Government Code (Refs & Annos) Title 5. Local Agencies (Refs & Annos) Division 2. Cities, Counties, and Other Agencies (Refs & Annos) Part 1. Powers and Duties Common to Cities, Counties, and Other Agencies (Refs & Annos) Chapter 2. Officers and Employees (Refs & Annos) Article 2.3. Compensation (Refs & Annos) West’s Ann.Cal.Gov.Code § 53232.3 § 53232.3. Expense report forms Effective: January 1, 2006 Currentness (a) If a local agency reimburses members of a legislative body for actual and necessary expenses incurred in the performance of official duties, then a local agency shall provide expense report forms to be filed by the members of the legislative body for reimbursement for actual and necessary expenses incurred on behalf of the local agency in the performance of official duties. Reimbursable expenses shall include, but not be limited to, meals, lodging, and travel. (b) Expense reports shall document that expenses meet the existing policy, adopted pursuant to Section 53232.2, for expenditure of public resources. (c) Members of a legislative body shall submit expense reports within a reasonable time after incurring the expense, as determined by the legislative body, and the reports shall be accompanied by the receipts documenting each expense. (d) Members of a legislative body shall provide brief reports on meetings attended at the expense of the local agency at the next regular meeting of the legislative body. (e) All documents related to reimbursable agency expenditures are public records subject to disclosure under the California Public Records Act (Chapter 3.5 (commencing with Section 6250) of Division 7 of Title 1). Credits (Added by Stats.2005, c. 700 (A.B.1234), § 3.) West’s Ann. Cal. Gov. Code § 53232.3, CA GOVT § 53232.3 Current with all 2013 Reg.Sess. laws, all 2013-2014 1st Ex.Sess. laws, and Res. c. 123 (S.C.A.3) End of Document © 2014 Thomson Reuters. No claim to original U.S. Government Works. 21.b Packet Pg. 691 Attachment: Council.Legislative Action Day 2018 - Henry Nickel.Attachment 1 § 532323- Government Code on Reporting Trips (5567 : 21.c Packet Pg. 692 Attachment: Council.Legislative Action Day 2018 - Henry Nickel.Attachment 2 AB 1234 Report on Meetings Attended (5567 : Legislative Action 21.d Packet Pg. 693 Attachment: Council.Legislative Action Day 2018 - Henry Nickel.Attachment 3 LAD Agenda 4-18-18 (5567 : Legislative Action Day 2018 – April 22.a Packet Pg. 694 Attachment: PW.CannonDesignContract Award.REPORT (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 1. Conduct a comprehensive facility condition assessment. Identify and document current conditions of all existing City-owned structures (see Exhibit A), which includes architectural, mechanical, electrical, plumbing and water intrusion and physical state of each building, and compliance with modern building codes. 2. Consultant will conduct a comprehensive analysis of structural integrity and seismic conformity including foundation assessment and document all deficiencies. Consultant shall also determine the presence of hazardous materials such as lead, asbestos, etc. in facilities as listed in Exhibit A. The analysis should also include the costs of all recommended corrections of deficiencies. 3. Provide an assessment for accessibility with respect to the Americans with Disability Act (ADA) compliance to all facilities listed in attached Exhibit A. Identify and document all deficiencies which require modifications in order to bring these facilities within compliance with the Act. 4. Provide current replacement cost of City-owned buildings as listed in attached Exhibit A. This includes hard and soft costs of a building replacement if it were to be destroyed in disaster. These costs would be utilized by the City for insurance purposes. 5. Compare the costs of replacement versus renovation of each building, and make recommendations as to which (if any) buildings should be renovated or replaced as needed. 6. Provide recommended corrections for all deficiencies related, but not limited to, architectural, structural, mechanical, electrical, plumbing, ADA, and seismic areas and associated estimated costs for the modification. 7. Provide a suggested priority list and/or projected schedule for accommodating the recommended replacement and/or reconstruction work. 8. Provide preventative maintenance recommendations, to include minimum standards of day-to-day upkeep and their associated costs based on industry standards (including but not limited to: on-going building maintenance, equipment replacement, paint, flooring replacement, lighting replacement, etc.). 9. Forecast a 20 year preventive maintenance cost schedule. The schedule includes anticipated timing of various maintenance tasks such as roof, flooring, HVAC, etc. replacements. 10. Prepare and submit monthly progress reports. 11. Prepare presentations and attend City Council/Commission meetings. 22.a Packet Pg. 695 Attachment: PW.CannonDesignContract Award.REPORT (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need On March 12, 2018, a Request for Proposals (RFP) was released to consultants who had previously indicated an interest in receiving solicitations for this type of work. The RFP was made publicly available on the City’s “Request for Bids” website. On April 12, 2018, a total of nine (9) proposals were received. The proposals were reviewed by a panel of staff members using the City’s standard rating system and it was determined that four of the proposals best met the requirements of the RFP. Proposals were submitted by the following firms: The above four firms were interviewed by a panel of staff and the highest rated firm, Cannon Parkin, received superior ratings in the areas of related experience, adequacy of staff, completion schedule, depth of understanding of the project and project approach. Cannon Parkin has extensive experience and has successfully completed similar projects for numerous cities nationwide. The panel determined Cannon Parkin demonstrated the best capability to provide Facilities Condition and Need Assessment services. The consultant has agreed to assess the City Hall building first as a pilot study and analyze the building with respect to structurally/seismic, building envelop and structural frame, walls, roofing, plumbing, heating, elevators, ADA conformity and submit a report within six weeks. Staff successfully negotiated the fee and reduced it by 30% ($396,118). The final agreed upon fee for the proposed services is $890,000*. It is anticipated that all tasks would be completed in January 2019 and the final project report would be delivered to the City in March 2019. 2018-2019 Goals and Objectives This project is consistent with Goal No. 6: Operate in a Fiscally Responsible and Business-Like Manner. The project will conduct assessments of all City facilities and prepare a long range plan to maintain or replace them. Fiscal Impact The consulting fee for this project is $890,000 and it is anticipated that project management cost would be $89,000 (10%), totaling $979,000 for the total project cost. As part of the FY 2017/18 budget the Mayor and City Council allocated $125,000 for this project in Account No. 001-160-7638-5504 (Facilities Assessment), which leaves a shortfall $854,000. Staff is recommending to transfer $854,000 from Account No. 001- 160-8640-5504 (201 E Street HVAC and Elevator), since the replacement of the HVAC and Elevator at the 201 E Street is no longer feasible due to the building is fully occupied by City staff, to Account No 001-160-7638-5504 to make up for the shortfall. Firm Location Fee Kitchell Riverside $1,702,720 Cannon Parkin Los Angeles $1,286,118* Roy Jorgensen Irvine $738,398 EMG Laguna Hills $266,781 22.a Packet Pg. 696 Attachment: PW.CannonDesignContract Award.REPORT (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need Conclusion It is recommended that the Mayor and City Council adopt the Resolution, awarding an Agreement with Cannon Parkin, Inc. to provide Services for Facilities Condition and Needs Assessment and authorize the Director of Finance to issue a Purchase in the amount of $890,000. Attachments Attachment 1 Resolution; Exhibit “A”, Agreement Attachment 2 List of facilities Attachment 3 Cannon Parkin, Inc. Proposal and Fee Proposal Ward: ALL Synopsis of Previous Council Actions: 22.a Packet Pg. 697 Attachment: PW.CannonDesignContract Award.REPORT (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 2018-156 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH CANNON PARKIN, INC. FOR FACILITIES CONDITION AND NEED ASSESSMENT SERVICES FOR EVALUATION AND ASSESSMENT OF 176 CITY FACILITIES IN THE AMOUNT OF $890,000 AND AUTHORIZING THE FINANCE DIRECTOR TO AMEND THE FY 2017/18 BUDGET BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. That Cannon Parkin, Inc. located at 1900 Avenue of the Stars, Suite 175, Los Angeles, CA 90067, is a competent experienced consulting engineering firm and has provided the most advantageous and best proposal to provide services for Facilities Condition and Need Assessment. An Agreement, not-to-exceed the amount of $890,000 with said firm to provide said services, is attached hereto as Exhibit “A” (Consultant Services Agreement) incorporated herein, and made a part hereof. Pursuant to this determination, the Director of Finance is hereby authorized and directed to issue a Purchase Order for said services to said firm, which references this Resolution. SECTION 2. While $125,000 has been budgeted for 2017/18 for this purpose, there is a shortfall of $854,000 for these purposes. SECTION 3. That the Director of Finance is authorized and directed to amend the FY 17/18 Budget to transfer $854,000 from Account No. 001-160-7638-5504 to Account No. 001-160- 7638-5504. SECTION 4. That the City Manager is hereby authorized and directed to execute said Agreement on behalf of the City. SECTION 5. That the authorization to execute the above-referenced Agreement is rescinded, if it is not executed and returned to the Office of the City Clerk within sixty (60) days of the passage of this Resolution. 22.b Packet Pg. 698 Attachment: PW.Cannon.Attachment 1 FCNA. RESOLUTION (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH CANNON PARKIN, INC. FOR FACILITIES CONDITION AND NEED ASSESSMENT SERVICES FOR EVALUATION AND ASSESSMENT OF 176 CITY FACILITIES IN THE AMOUNT OF $890,000 AND AUTHORIZING THE FINANCE DIRECTOR TO AMEND THE FY 2017/18 BUDGET I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and City Council of the City of San Bernardino at a _____________________ meeting thereof, held on the ____ day of ___________, 2018, by the following vote, to wit: Council Members: AYES NAYS ABSTAIN ABSENT MARQUEZ _____ _____ _______ _______ BARRIOS _____ _____ _______ _______ VALDIVIA _____ _____ _______ _______ SHORETT _____ _____ _______ _______ NICKEL _____ _____ _______ _______ RICHARD _____ _____ _______ _______ MULVIHILL _____ _____ _______ _______ Georgeann Hanna, City Clerk The foregoing Resolution is hereby approved this _____ day of ________________, 2018. R. Carey Davis, Mayor City of San Bernardino Approved as to form: Gary D. Saenz, City Attorney By:______________________ 22.b Packet Pg. 699 Attachment: PW.Cannon.Attachment 1 FCNA. RESOLUTION (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need EXHIBIT “A” CONSULTANT SERVICES AGREEMENT City of San Bernardino and Cannon Parkin, Inc. CITY: CITY OF SAN BERNARDINO 290 North “D” Street, 3rd Floor San Bernardino, California 92401 CONSULTANT: Cannon Parkin, Inc. 1901 Avenue of the Stars, Suite 175 Los Angeles, CA 90067 SERVICES: Agreement for Services for the Facilities Condition and Need Assessment AMOUNT: $890,000 EXPIRATION DATE: JUNE 30, 2019 MANAGING DEPARTMENT: Public Works Form Services Agreement: Rev. 2018-02-01 22.c Packet Pg. 700 Attachment: PW.Cannon.Attachment 1 FCNA.Agreement- EXHIBIT A (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and EXHIBIT “A” pg. 1 Consultant Services Agreement Cannon Parkin, Inc. CONSULTANT SERVICES AGREEMENT This Consultant Services Agreement is entered into by and between the City of San Bernardino, a charter city and municipal corporation (City), and Cannon Parkin, Inc. (Consultant). RECITALS WHEREAS, City wishes to retain Consultant to provide Facilities Condition and Need Assessment services; and WHEREAS, Consultant has the expertise, experience, and personnel necessary to provide the Services including, as applicable, that degree of specialized expertise contemplated by Government Code section 37103; and WHEREAS, City and Consultant (collectively, the Parties) wish to enter into an agreement whereby City will retain Consultant to provide the Services. NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is acknowledged, City and Consultant agree as follows: ARTICLE I SCOPE OF AGREEMENT AND AGREEMENT MANAGEMENT 1.0 Scope of Agreement. This scope of the entire agreement between the parties is described in the Agreement Documents. The Agreement Documents are comprised of: the Request for Proposal or other solicitation document (Solicitation); the successful bid or proposal; the letter awarding the Agreement to Consultant; the City’s written acceptance of exceptions or clarifications to the Solicitation, if any; and this Consultant Services Agreement (Agreement) including any exhibits hereto. 1.1 Scope of Services. Consultant shall provide the Services as described in the Scope of Services attached hereto as Attachment "A" and incorporated herein by this reference. 1.2 Duty to Inform City of Changes in Scope of Services. Consultant shall immediately advise the City in writing of any anticipated change in the Scope of Services, stipulated remuneration, or time schedule, and shall obtain the City’s written consent to the change prior to making any changes. In no event shall the City’s consent be construed to relieve Consultant from its duty to render all Services in accordance with applicable law and industry standards. 1.3 Agreement Non-Exclusive. Consultant acknowledges that City may enter into agreements with other consultants for services similar to the Services or may have its own employees perform services similar to the Services. 1.4 Agreement Interpretation. The Agreement Documents completely describe the Services. Contractor will provide any services that may reasonably be inferred from the 22.c Packet Pg. 701 Attachment: PW.Cannon.Attachment 1 FCNA.Agreement- EXHIBIT A (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and EXHIBIT “A” pg. 2 Consultant Services Agreement Cannon Parkin, Inc. Agreement Documents or from prevailing custom or trade usage as being required to produce the intended result whether or not specifically called for or identified in the Agreement Documents. Words or phrases which have a well-known technical or construction industry or trade meaning and are used to describe Services will be interpreted in accordance with that meaning unless a definition has been provided in the Agreement Documents. 1.5 Order of Precedence. In resolving conflicts resulting from errors or discrepancies in any of the Agreement Documents, the terms of this Agreement shall prevail over any inconsistent provision in any other Agreement Document, including exhibits to this Agreement. 1.6 City Manager. The City Manager, or her designee named below in Section 1.7, is the authorized representative of the City for purposes of this Agreement, and has the responsibilities described in this Agreement, in the San Bernardino Charter, and in Chapter 3.04 of the San Bernardino Municipal Code. The City Manager must sign all Agreement amendments. 1.7 Notices. Unless otherwise specified, in all cases where written notice is required under this Agreement, service shall be deemed sufficient if the notice is personally delivered or deposited in the United States mail, with first class postage paid, attention to the City Manager. Proper notice is effective on the date of personal delivery or five (5) days after deposit in a United States postal mailbox unless provided otherwise in the Agreement. Notices for each party shall be sent to: FOR THE CITY: Alex Qishta, P.E., Deputy Director of Public Works/City Engineer City of San Bernardino 290 North “D” Street San Bernardino, CA 92418 FOR THE CONSULTANT Joseph Cassata Cannon Parkin, Inc. 1900 Avenue of the Stars, Suite 175 Los Angeles, CA 9006 ARTICLE II TERM OF AGREEMENT 2.0 Term. This Agreement shall be for a period beginning on the Effective Date, defined below in Section 2.1, through JUNE 30, 2019. City may, in its sole discretion, extend this Agreement for twelve (12) months. Unless otherwise terminated, this Agreement shall be effective until completion of the Scope of Services or JUNE 30, 2019, whichever is earliest. 2.1 Effective Date. This Agreement shall be effective on the date it is executed by the 22.c Packet Pg. 702 Attachment: PW.Cannon.Attachment 1 FCNA.Agreement- EXHIBIT A (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and EXHIBIT “A” pg. 3 Consultant Services Agreement Cannon Parkin, Inc. last Party to sign the Agreement, and approved as to form by the City Attorney. 2.2 Agreement Extension. The City Manager may, in her sole discretion, unilaterally extend the Agreement on a month-to-month basis following Agreement expiration. Consultant shall not increase its pricing described in Exhibit A without prior express written consent from the City Manager. ARTICLE III SUSPENSION AND TERMINATION 3.0 City’s Right to Suspend for Convenience. City may suspend all or any portion of Consultant’s performance under this Agreement at its sole option and for its convenience for a reasonable period of time not to exceed six (6) months. City must first give ten (10) days’ written notice to Consultant of such suspension. City will pay to Consultant a sum equivalent to the reasonable value of the services satisfactorily provided up to the date of suspension. City may rescind the suspension prior to or at six (6) months by providing Consultant with written notice of the rescission, at which time Consultant would be required to resume performance in compliance with the terms and conditions of this Agreement. Consultant will be entitled to an extension of time to complete performance under the Agreement equal to the length of the suspension unless otherwise agreed to in writing by the Parties. 3.1 City’s Right to Terminate for Convenience. City may, at its sole option and for its convenience, terminate all or any portion of this Agreement by giving thirty (30) days’ written notice of such termination to Consultant. The termination of the Agreement shall be effective upon receipt of the notice by Consultant. After termination of all or any portion of the Agreement, Consultant shall: (1) immediately discontinue all affected performance (unless the notice directs otherwise); and (2) complete any and all additional work necessary for the orderly filing of documents and closing of Consultant's affected performance under the Agreement. After filing of documents and completion of performance, Consultant shall deliver to City all data, drawings, specifications, reports, estimates, summaries, and such other information and materials created or received by Consultant in performing this Agreement, whether completed or in process. By accepting payment for completion, filing, and delivering documents as called for in this section, Consultant discharges City of all of City’s payment obligations and liabilities under this Agreement with regard to the affected performance. 3.2 City’s Right to Terminate for Default. Consultant’s failure to satisfactorily perform any obligation required by this Agreement constitutes a default. Examples of default include a determination by City that Consultant has: (1) failed to perform the services of the required quality or within the time specified; (2) failed to perform any of the obligations of this Agreement; and (3) failed to make sufficient progress in performance which may jeopardize full performance. 3.2.1 If Consultant fails to satisfactorily cure a default within ten (10) calendar days of receiving written notice from City specifying the nature of the default, City may immediately cancel and/or terminate this Agreement, and 22.c Packet Pg. 703 Attachment: PW.Cannon.Attachment 1 FCNA.Agreement- EXHIBIT A (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and EXHIBIT “A” pg. 4 Consultant Services Agreement Cannon Parkin, Inc. terminate each and every right of Consultant, and any person claiming any rights by or through Consultant under this Agreement. 3.2.2 If City terminates this Agreement, in whole or in part, City may procure, upon such terms and in such manner as the City Manager may deem appropriate, equivalent services and Consultant shall be liable to City for any excess costs. Consultant shall also continue performance to the extent not terminated. 3.3 Termination for Bankruptcy or Assignment for the Benefit of Creditors. If Consultant files a voluntary petition in bankruptcy, is adjudicated bankrupt, or makes a general assignment for the benefit of creditors, the City may at its option and without further notice to, or demand upon Consultant, terminate this Agreement, and terminate each and every right of Consultant, and any person claiming rights by and through Consultant under this Agreement. 3.4 Consultant’s Right to Payment Following Agreement Termination. 3.4.1 Termination for Convenience. If the termination is for the convenience of City an equitable adjustment in the Agreement price shall be made. No amount shall be allowed for anticipated profit on unperformed services, and no amount shall be paid for an as needed Agreement beyond the Agreement termination date. 3.4.2 Termination for Default. If, after City gives notice of termination for failure to fulfill Agreement obligations to Consultant, it is determined that Consultant had not so failed, the termination shall be deemed to have been effected for the convenience of City. In such event, adjustment in the Agreement price shall be made as provided in Section 3.1. City’s rights and remedies are in addition to any other rights and remedies provided by law or under this Agreement. 3.5 Remedies Cumulative. City’s remedies are cumulative and are not intended to be exclusive of any other remedies or means of redress to which City may be lawfully entitled in case of any breach or threatened breach of any provision of this Agreement. ARTICLE IV COMPENSATION 4.0 Invoice Date. Consultant must submit invoices for services to City by the 10th day of the month following the month in which Consultant provided services. 4.1 Manner of Payment. Consultant will be paid monthly, in arrears, for services provided in accordance with the terms and conditions specified in the Agreement within forty-five (45) days of receiving an invoice. City shall pay Consultant in accordance with the terms contained within Exhibit A. Consultant is not entitled to fees, including fees for expenses, that exceed the amounts specified in Exhibit A. 22.c Packet Pg. 704 Attachment: PW.Cannon.Attachment 1 FCNA.Agreement- EXHIBIT A (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and EXHIBIT “A” pg. 5 Consultant Services Agreement Cannon Parkin, Inc. 4.2 Invoice Detail. Consultant’s invoice must be on Consultant’s stationary with Consultant’s name, address, and remittance address if different. Consultant’s invoice must have a date, an invoice number, a purchase order number, a description of the services provided, and an amount due. Invoices must include the address of the location where services were performed and the dates in which services were provided. Consultant shall also submit one statement of progress with the invoice and at least once per calendar month to the City to the City Manager. Consultant shall include with each statement of progress a description of completed Services, reasonably related expenses, if any, and all other information, including but not limited to the progress percentage of the Scope of Services and/or deliverables completed prior to the reporting date, as required by the City. 4.3 Amount of Compensation. City shall pay Consultant for performance of all Services rendered in accordance with this Agreement, including, fees for Additional Services, as defined below, and out-of-pocket expenses (Expenses), in an amount not to exceed $890,000. The compensation will be based on a fee for the Services actually performed. Billing rates for the Services provided are outlined in Exhibit A. The rates are valid throughout the term of the Agreement or until the Scope of Services are completed unless otherwise amended and agreed by both parties in writing. 4.4 Additional Services. City may require Consultant to perform additional Services beyond those described in the Scope of Services (Additional Services). Before Consultant commences such work, the Parties must agree in writing upon a fee for the Additional Services, including reasonably related expenses, in accordance with Section 4.3. City will not pay Consultant for Additional Services unless Consultant receives prior written authorization from the City Manager. Failure to do so will result in payment being withheld for services. If approved, Consultant will separately invoice for all Additional Services and include a copy of the City Manager’s written authorization. 4.5 Additional Costs. Additional Costs are costs that can be reasonably determined to be related to Consultant’s errors or omissions. Consultant shall not be paid for the Services required due to the Consultant’s errors or omissions, and Consultant shall be responsible for any Additional Costs incurred by the City, including overhead, associated with such errors or omissions. These Additional Costs may be deducted from monies due, or that become due, to Consultant. Whether or not there are any monies due, or becoming due, Consultant shall reimburse City for Additional Costs due to Consultant’s errors or omissions. 4.6 Eighty Percent Notification. Consultant shall promptly notify City in writing of any potential cost overruns. Cost overruns include, but are not limited to the following: (1) where anticipated costs to be incurred in the next sixty calendar days, when added to all costs previously incurred, will exceed 80 percent of the maximum compensation for this Agreement; or (2) where the total cost for performance of the Scope of Services appears that it may be greater than the maximum compensation for this Agreement. 4.7 Annual Appropriation of Funds. Consultant acknowledges that the Agreement term may extend over multiple City fiscal years, and that work and compensation under this 22.c Packet Pg. 705 Attachment: PW.Cannon.Attachment 1 FCNA.Agreement- EXHIBIT A (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and EXHIBIT “A” pg. 6 Consultant Services Agreement Cannon Parkin, Inc. Agreement is contingent on the Mayor and City Council appropriating funding for and authorizing such work and compensation for those fiscal years. This Agreement may be terminated at the end of the fiscal year for which sufficient funding is not appropriated and authorized. City is not obligated to pay Consultant for any amounts not duly appropriated and authorized by Mayor and City Council. 4.8 Price Adjustments. Based on Consultant’s written request and justification, the City may approve an increase in unit prices on Consultant’s pricing pages consistent with the amount requested in the justification in an amount not to exceed the increase in the Consumer Price Index, Riverside-San Bernardino-Ontario Area, for All Urban Customers (CPI-U) as published by the Bureau of Labor Statistics, or 5.0%, whichever is less, during the preceding one year term. If the CPI-U is a negative number, then the unit prices shall not be adjusted for that option year (the unit prices will not be decreased). A negative CPI-U shall be counted against any subsequent increases in the CPI-U when calculating the unit prices for later option years. Consultant must provide such written request and justification no less than sixty days before the date in which City may exercise the option to renew the Agreement, or sixty days before the anniversary date of the Agreement. Justification in support of the written request must include a description of the basis for the adjustment, the proposed effective date and reasons for said date, and the amount of the adjustment requested with documentation to support the requested change (e.g. CPI-U or 5.0%, whichever is less). City’s approval of this request must be in writing. ARTICLE V CONSULTANT’S OBLIGATIONS 5.0 Right to Audit. City retains the right to review and audit, and the reasonable right of access to Consultant’s and any Subcontractor’s premises, to review and audit Consultant’s or Subcontractor’s compliance with the provisions of this Agreement (City’s Right). City’s Right includes the right to inspect, photocopy, and retain copies of any and all books, records, documents and any other information (Records) relating to this Agreement outside of Consultant’s premises if deemed necessary by City in its sole discretion. City shall keep these Records confidential to the extent permitted by law. 5.1 Audit. City’s Right includes the right to examine Records of procedures and practices that City determines are necessary to discover and verify that Consultant or Subcontractor is in compliance with all requirements under this Agreement. 5.2 Cost Audit. If there is a claim for additional compensation or for Additional Services, the City’s Right includes the right to Records that the City determines are necessary to discover and verify all direct and indirect costs, of whatever nature, which are claimed to have been incurred, or anticipated to be incurred. 5.3 Accounting Records. Consultant and all subcontractors shall maintain complete and accurate Records in accordance with generally accepted accounting practices. Consultant and Subcontractors shall make available to City for review and audit all Records relating to the Services. Upon City’s request, Consultant and Subcontractors shall submit exact duplicates of originals of all requested records to City. 22.c Packet Pg. 706 Attachment: PW.Cannon.Attachment 1 FCNA.Agreement- EXHIBIT A (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and EXHIBIT “A” pg. 7 Consultant Services Agreement Cannon Parkin, Inc. 5.4 Subcontractors. Consultant’s hiring or retaining of any third parties (Subcontractors) to perform Services (Subcontractor Services) is subject to City’s prior written approval. Consultant shall list all Subcontractors known to Consultant on the Subcontractor List at the time this Agreement is entered. Consultant shall give written notice to the City of the need at least 45 days before entering into a contract for such Subcontractor Services. Consultant’s notice shall include a justification, a description of the Scope of Services, and an estimate of all costs for Subcontractor Services. Consultant may request that City reduce the 45-day notice period. City agrees to consider such requests in good faith. 5.4.1 City’s Right Binding on Subcontractors. Consultant shall include City’s Right as described in this Section 5.0 in any and all of their subcontracts, and shall ensure that these sections are binding upon all Subcontractors. 5.4.2 Subcontractor Contract. Consultant shall require Subcontractor to obtain and maintain insurance policies as required by City for the duration of this Agreement. Consultant shall determine Subcontractor policy limits and required endorsements proportionate to the services performed by Subcontractor. 5.4.3 Payment to Subcontractor. Consultant is obligated to pay Subcontractor, for Consultant and City- approved invoice amounts, out of amounts paid by City to Consultant not later than fourteen (14) working days from Consultant’s receipt of payment from City. Nothing in this paragraph shall be construed to impair the right of Consultant and any Subcontractor to negotiate fair and reasonable pricing and payment provisions among themselves. 5.4.4 Withholding Subcontractor Payment. If Subcontractor’s performance is deficient, Consultant shall notify City in writing of any withholding of payment to Subcontractor, specifying: (a) the amount withheld; (b) the specific cause under the terms of the subcontract for withholding payment; (c) the connection between the cause for withholding payment and the amount withheld; and (d) the remedial action Subcontractor must take in order to receive the amount withheld. Once Subcontractor corrects the deficiency, Consultant shall pay Subcontractor the amount withheld within fourteen working days of the Consultant’s receipt of City’s next payment. 5.4.5 Disputes with Subcontractor. City shall not be made a party to any judicial or administrative proceeding to resolve any dispute between Consultant and Subcontractor. Consultant agrees to defend and indemnify the City as described in Section 7.0 in any dispute between Consultant and Subcontractor should City be made a party to any judicial or administrative proceeding to resolve the dispute in violation of this position. 5.4.6 City as Beneficiary. City is an intended beneficiary of any work performed by Subcontractor for purposes of establishing a duty of care between 22.c Packet Pg. 707 Attachment: PW.Cannon.Attachment 1 FCNA.Agreement- EXHIBIT A (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and EXHIBIT “A” pg. 8 Consultant Services Agreement Cannon Parkin, Inc. Subcontractor and City. 5.5 Consultant and Subcontractor Principals for Consultant Services. This Agreement is for unique Services. City has retained Consultant based on Consultant’s particular professional expertise as exhibited by the following members of the Consultant's organization: Ming Guan, P.E., T.E. (the Project Team). Consultant may not delegate the performance of Services to Subcontractors without City’s prior written consent. It is mutually agreed that the members of the Project Team are the principal persons responsible for delivery of all Services and may not be removed from the Project without the City’s prior written approval. City may consider Consultant in default of this Agreement if any member of the Project Team is prevented from providing Services without City’s prior written approval. Consultant must consult City as to any replacement if any member of the Project Team becomes unavailable. City may terminate this Agreement if City does not approve of a proposed replacement. Further, City reserves the right, after consultation with Consultant, to require any of Consultant’s employees or agents to be removed from providing Services under this Agreement. 5.6 Responsibility for Errors. Consultant shall be responsible for its services and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City Manager or her designee, regarding any services rendered under this Agreement at no additional cost to City. 5.7 Delay. Unless otherwise specified herein, time is of the essence for each and every provision of the Agreement. Consultant must immediately notify City in writing if there is, or it is anticipated that there will be, a delay in performance. The written notice must explain the cause for the delay and provide a reasonable estimate of the length of the delay. City may terminate this Agreement as provided herein if City, in its sole discretion, determines the delay is material. If a delay in performance is caused by any unforeseen event(s) beyond the control of the parties, City may allow Consultant to a reasonable extension of time to complete performance, but Consultant will not be entitled to damages or additional compensation. Any such extension of time must be approved in writing by City. The following conditions may constitute such a delay: war; changes in law or government regulation; labor disputes; strikes; fires, floods, adverse weather or other similar condition of the elements necessitating cessation of the performance; inability to obtain materials, equipment or labor; or other specific reasons agreed to between City and Consultant. This provision does not apply to a delay caused by Consultant’s acts or omissions. Consultant is not entitled to an extension of time to perform if a delay is caused by Consultant’s inability to obtain materials, equipment, or labor unless City has received, in a timely manner, documentary proof satisfactory to City of Consultant’s inability to obtain materials, equipment, or labor, in which case City’s approval must be in writing. 5.8 Restrictions and Regulations Requiring Agreement Modification. Consultant shall immediately notify City in writing of any regulations or restrictions that may or will require Consultant to alter the services to be provided. City reserves the right to accept any such alteration, including any resulting reasonable price adjustments, or to cancel the Agreement at no expense to the City. 22.c Packet Pg. 708 Attachment: PW.Cannon.Attachment 1 FCNA.Agreement- EXHIBIT A (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and EXHIBIT “A” pg. 9 Consultant Services Agreement Cannon Parkin, Inc. 5.9 Industry Standards. Consultant shall provide services acceptable to City in strict conformance with the Agreement. Consultant shall also provide services in accordance with the standards customarily adhered to by an experienced and competent provider of the services called for under this Agreement using the degree of care and skill ordinarily exercised by reputable providers of such services. Where approval by City Manager or other representative of City is required, it is understood to be general approval only and does not relieve Consultant of responsibility for complying with all applicable laws, codes, policies, regulations, and good business practices. 5.10 Records Retention and Examination. Consultant shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and computer records, relating to this Agreement for five (5) years after receipt of final payment by City under this Agreement. Consultant shall make all such records and documents available for inspection, copying, or other reproduction, and auditing by authorized representatives of City, including the City Manager or designee. Consultant shall make available all requested data and records at reasonable locations within City or County of San Bernardino at any time during normal business hours, and as often as City deems necessary. If records are not made available within the City or County of San Bernardino, Consultant shall pay City’s travel costs to the location where the records are maintained and shall pay for all related travel expenses. Failure to make requested records available for inspection, copying, or other reproduction, or auditing by the date requested may result in termination of the Agreement. Consultant must include this provision in all subcontracts made in connection with this Agreement. Consultant shall maintain records of all subcontracts entered into with all firms, all project invoices received from Subcontractors and Suppliers, all purchases of materials and services from Suppliers, and all joint venture participation. Records shall show name, telephone number including area code, and business address of each Subcontractor and Supplier, and joint venture partner, and the total amount actually paid to each firm. Project relevant records, regardless of tier, may be periodically reviewed by the City. 5.11 Quality Assurance Meetings. Upon City’s request, Consultant shall schedule one or more quality assurance meetings with City Manager or designee to discuss Consultant’s performance. If requested, Consultant shall schedule the first quality assurance meeting no later than eight (8) weeks from the date of commencement of work under the Agreement. At the quality assurance meeting(s), City Manager or designee will provide Consultant with feedback, will note any deficiencies in Agreement performance, and provide Consultant with an opportunity to address and correct such deficiencies. The total number of quality assurance meetings that may be required by City will depend upon Consultant’s performance. 5.12 Duty to Cooperate with Auditor. The City Manager or designee may, in her sole discretion, at no cost to the City, and for purposes of performing the City’s audit responsibilities under Charter section 704, review Consultant’s records to confirm Agreement compliance. Consultant shall make reasonable efforts to cooperate with City Manager’s requests. 5.13 Criminal Background Certification. Consultant certifies that all employees working 22.c Packet Pg. 709 Attachment: PW.Cannon.Attachment 1 FCNA.Agreement- EXHIBIT A (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and EXHIBIT “A” pg. 10 Consultant Services Agreement Cannon Parkin, Inc. on this Agreement have had a criminal background check and that said employees are clear of any felony convictions. 5.14 Photo Identification Badge. Consultant shall provide a company photo identification badge to any individual assigned by Consultant or subcontractor to perform services on City premises. Such badge must be worn at all times while on City premises. City reserves the right to require Consultant to pay fingerprinting fees for personnel assigned to work in sensitive areas. All employees shall turn in their photo identification badges to Consultant upon completion of services and prior to final payment of invoice. 5.15 Standards of Conduct. Consultant is responsible for maintaining standards of employee competence, conduct, courtesy, appearance, honesty, and integrity satisfactory to the City. 5.16 Supervision. Consultant shall provide adequate and competent supervision at all times during the Agreement term. Consultant shall be readily available to meet with the City. Consultant shall provide the telephone numbers where its representative(s) can be reached. 5.17 City Premises. Consultant’s employees and agents shall comply with all City rules and regulations while on City premises. 5.18 Removal of Employees. City may request Consultant immediately remove from assignment to the City any employee found unfit to perform duties at the City. Consultant shall comply with all such requests. 5.19 Licenses and Permits. Consultant shall, without additional expense to the City, be responsible for obtaining any necessary licenses, permits, certifications, accreditations, fees and approvals for complying with any federal, state, county, municipal, and other laws, codes, and regulations applicable to Agreement performance. This includes, but is not limited to, any laws or regulations requiring the use of licensed Consultants to perform parts of the work. ARTICLE VI INTELLECTUAL PROPERTY RIGHTS 6.0 Rights in Data. If, in connection with the services performed under this Agreement, Consultant or its employees, agents, or subcontractors, create artwork, audio recordings, blueprints, designs, diagrams, documentation, photographs, plans, reports, software, source code, specifications, surveys, system designs, video recordings, or any other original works of authorship, whether written or readable by machine (Deliverable Materials), all rights of Consultant or its subcontractors in the Deliverable Materials, including, but not limited to publication, and registration of copyrights, and trademarks in the Deliverable Materials, are the sole property of City. Consultant, including its employees, agents, and subcontractors, may not use any Deliverable Material for purposes unrelated to Consultant’s work on behalf of the City without prior written consent of City. Consultant may not publish or reproduce any Deliverable Materials, for purposes unrelated to 22.c Packet Pg. 710 Attachment: PW.Cannon.Attachment 1 FCNA.Agreement- EXHIBIT A (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and EXHIBIT “A” pg. 11 Consultant Services Agreement Cannon Parkin, Inc. Consultant’s work on behalf of the City, without the prior written consent of the City. 6.1 Intellectual Property Rights Assignment. For no additional compensation, Consultant hereby assigns to City all of Consultant’s rights, title, and interest in and to the content of the Deliverable Materials created by Consultant or its employees, agents, or subcontractors, including copyrights, in connection with the services performed under this Agreement. Consultant shall promptly execute and deliver, and shall cause its employees, agents, and subcontractors to promptly execute and deliver, upon request by the City or any of its successors or assigns at any time and without further compensation of any kind, any power of attorney, assignment, application for copyright, patent, trademark or other intellectual property right protection, or other papers or instruments which may be necessary or desirable to fully secure, perfect or otherwise protect to or for the City, its successors and assigns, all right, title and interest in and to the content of the Deliverable Materials. Consultant also shall cooperate and assist in the prosecution of any action or opposition proceeding involving such intellectual property rights and any adjudication of those rights. 6.2 Consultant Works. Consultant Works means tangible and intangible information and material that: (a) had already been conceived, invented, created, developed or acquired by Consultant prior to the effective date of this Agreement; or (b) were conceived, invented, created, or developed by Consultant after the effective date of this Agreement, but only to the extent such information and material do not constitute part or all of the Deliverable Materials called for in this Agreement. All Consultant Works, and all modifications or derivatives of such Consultant Works, including all intellectual property rights in or pertaining to the same, shall be owned solely and exclusively by Consultant. 6.3 Subcontracting. In the event that Consultant utilizes a subcontractor(s) for any portion of the work that comprises the whole or part of the specified Deliverable Materials to the City, the agreement between Consultant and the subcontractor shall include a statement that identifies the Deliverable Materials as a “works for hire” as described in the United States Copyright Act of 1976, as amended, and that all intellectual property rights in the Deliverable Materials, whether arising in copyright, trademark, service mark or other forms of intellectual property rights, belong to and shall vest solely with the City. Further, the agreement between Consultant and its subcontractor shall require that the subcontractor, if necessary, shall grant, transfer, sell and assign, free of charge, exclusively to City, all titles, rights and interests in and to the Deliverable Materials, including all copyrights, trademarks and other intellectual property rights. City shall have the right to review any such agreement for compliance with this provision. 6.4 Intellectual Property Warranty and Indemnification. Consultant represents and warrants that any materials or deliverables, including all Deliverable Materials, provided under this Agreement are either original, or not encumbered, and do not infringe upon the copyright, trademark, patent or other intellectual property rights of any third party, or are in the public domain. If Deliverable Materials provided hereunder become the subject of a claim, suit or allegation of copyright, trademark or patent infringement, City shall have the right, in its sole discretion, to require Consultant to produce, at Consultant’s own expense, new non-infringing materials, deliverables or works as a means of remedying any claim of 22.c Packet Pg. 711 Attachment: PW.Cannon.Attachment 1 FCNA.Agreement- EXHIBIT A (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and EXHIBIT “A” pg. 12 Consultant Services Agreement Cannon Parkin, Inc. infringement in addition to any other remedy available to the City under law or equity. Consultant further agrees to indemnify, defend, and hold harmless the City, its officers, employees and agents from and against any and all claims, actions, costs, judgments or damages, of any type, alleging or threatening that any Deliverable Materials, supplies, equipment, services or works provided under this Agreement infringe the copyright, trademark, patent or other intellectual property or proprietary rights of any third party (Third Party Claim of Infringement). If a Third Party Claim of Infringement is threatened or made before Consultant receives payment under this Agreement, City shall be entitled, upon written notice to Consultant, to withhold some or all of such payment. 6.5 Software Licensing. Consultant represents and warrants that the software, if any, as delivered to City, does not contain any program code, virus, worm, trap door, back door, time or clock that would erase data or programming or otherwise cause the software to become inoperable, inaccessible, or incapable of being used in accordance with its user manuals, either automatically, upon the occurrence of licensor-selected conditions or manually on command. Consultant further represents and warrants that all third party software, delivered to City or used by Consultant in the performance of the Agreement, is fully licensed by the appropriate licensor. 6.6 Publication. Consultant may not publish or reproduce any Deliverable Materials, for purposes unrelated to Consultant’s work on behalf of the City without prior written consent from the City. 6.7 Royalties, Licenses, and Patents. Unless otherwise specified, Consultant shall pay all royalties, license, and patent fees associated with providing services under this Agreement. Consultant warrants that any goods, materials, supplies, and equipment to be supplied do not infringe upon any patent, trademark, or copyright, and further agrees to defend any and all suits, actions and claims for infringement that are brought against the City, and to defend, indemnify and hold harmless the City, its elected officials, officers, and employees from all liability, loss and damages, whether general, exemplary or punitive, suffered as a result of any actual or claimed infringement asserted against the City, Consultant, or those furnishing goods, materials, supplies, or equipment to Consultant under the Agreement. ARTICLE VII INDEMNIFICATION AND INSURANCE 7.0 Indemnification. To the fullest extent permitted by law, Consultant shall defend (with legal counsel reasonably acceptable to City), indemnify, protect, and hold harmless City and its elected officials, officers, employees, agents, and representatives (Indemnified Parties) from and against any and all claims, losses, costs, damages, injuries (including, without limitation, injury to or death of an employee of Consultant or its subcontractors), expense, and liability of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, and litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation) that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, any goods provided or performance of services under this Agreement by Consultant, 22.c Packet Pg. 712 Attachment: PW.Cannon.Attachment 1 FCNA.Agreement- EXHIBIT A (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and EXHIBIT “A” pg. 13 Consultant Services Agreement Cannon Parkin, Inc. any subcontractor, anyone directly or indirectly employed by either of them, or anyone that either of them control. Consultant’s duty to defend, indemnify, protect and hold harmless shall not include any claims or liabilities arising from the sole negligence or willful misconduct of the Indemnified Parties. 7.1 Insurance. Consultant shall not begin any performance under this Agreement until it has (1) provided City insurance certificates and endorsements reflecting evidence of all insurance and endorsements required and described herein; (2) obtained City approval of each insurance company or companies; and (3) confirmed that all policies contain the special provisions required herein. Consultant’s liabilities, including but not limited to Consultant’s indemnity obligations, under this Agreement, shall not be deemed limited in any way to the insurance coverage required herein. Maintenance of specified insurance coverage is a material element of this Agreement, and Consultant’s failure to maintain or renew coverage or to provide evidence of renewal during the term of this Agreement may be treated by City as a material breach of Agreement. City reserves the right to require Consultant to submit copies of any policy upon reasonable request by City. 7.1.1 All policies shall include, and the insurance certificates shall reflect, a 30-day non-cancellation clause that provides thirty (30) days written notice by certified mail to City prior to any material change or cancellation of any of said policies. 7.1.2 Consultant shall not modify any policy or endorsement thereto which increases City's exposure to loss for the duration of this Agreement. 7.1.3 Consultant shall maintain insurance coverage at its own expense as follows: 7.1.3.1 Commercial General Liability. Commercial General Liability (CGL) insurance written on an ISO Occurrence form CG 00 01 07 98 or an equivalent form providing coverage at least as broad which shall cover liability arising from any and all bodily injury, personal injury, advertising injury or property damage in the amount of $1 million per occurrence and subject to an annual aggregate of $2 million. There shall be no endorsement or modification of the CGL limiting the scope of coverage for either insured claims or contractual liability. All defense costs shall be outside the limits of the policy. 7.1.3.2 Commercial Automobile Liability. For all of Consultant’s automobiles including owned, hired and non-owned automobiles, Consultant shall keep in full force and effect, automobile insurance written on an ISO form CA 00 01 12 90 or a later version of this form or an equivalent form providing coverage at least as broad for bodily injury and property damage for a combined single limit of $1 million per occurrence. The insurance certificate shall reflect coverage for any automobile (any auto). 7.1.3.3 Workers' Compensation. For all of Consultant's employees who are 22.c Packet Pg. 713 Attachment: PW.Cannon.Attachment 1 FCNA.Agreement- EXHIBIT A (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and EXHIBIT “A” pg. 14 Consultant Services Agreement Cannon Parkin, Inc. subject to this Agreement and to the extent required by the applicable state or federal law, Consultant shall keep in full force and effect, a Workers’ Compensation policy. That policy shall provide a minimum of $1 million of employer’s liability coverage, and Consultant shall provide an endorsement that the insurer waives the right of subrogation against City and its respective elected officials, officers, employees, agents, and representatives. 7.1.3.4 Professional Liability. Consultant shall obtain Professional Liability coverage with limits of at least $1 million per occurrence and $2 million aggregate, covering the risk of errors and omissions, negligent acts and costs of claims/litigation, including investigation and court costs. If the coverage is written on a “claims-made” form, Consultant must ensure that the policy retroactive date is before the date of the Agreement is awarded, that coverage is maintained during the duration of performance of the Agreement or the Agreement period (whichever is longer) and the policy has a reporting period or run-off provision of at least three (3) years following completion or termination of the performance of professional services under this Agreement. 7.1.4 Deductibles. All deductibles or retentions on any policy shall be the sole responsibility of Consultant and shall be disclosed to City at the time the evidence of insurance is provided. 7.1.5 Acceptability of Insurers. Except for the State Compensation Insurance Fund, all insurance required by this Agreement, shall only be carried by insurance companies with a current rating of at least “A-, VI” by A.M. Best Company that are authorized by the California Insurance Commissioner to do business in the State of California, and that have been approved by City. 7.1.5.1 City will accept insurance provided by non-admitted, “surplus lines” carriers only if the carrier is authorized to do business in the State of California and is included on the List of Approved Surplus Lines Insurers (LASLI list). All policies of insurance carried by non-admitted carriers are subject to all of the requirements for policies of insurance provided by admitted carriers described herein. 7.1.6 Required Endorsements. The following endorsements to the policies of insurance are required to be provided to City before any performance is initiated under this Agreement: 7.1.6.1 Commercial General Liability Insurance Endorsements. 7.1.6.1.1 Additional Insured. To the fullest extent allowed by law, including but not limited to California Insurance Code section 11580.04, the policy or policies must be endorsed to include as an 22.c Packet Pg. 714 Attachment: PW.Cannon.Attachment 1 FCNA.Agreement- EXHIBIT A (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and EXHIBIT “A” pg. 15 Consultant Services Agreement Cannon Parkin, Inc. insured City of San Bernardino and its respective elected officials, officers, employees, agents and representatives with respect to liability arising out of (a) ongoing operations performed by you or on your behalf, (b) your products, (c) your work, including but not limited to your completed operations performed by you or on your behalf, or (d) premises owned, leased, controlled or used by you. 7.1.6.1.2 Primary and Non-contributory Coverage. The policy or policies must be endorsed to provide that the insurance afforded by the Commercial General Liability policy or policies is primary to any insurance or self-insurance of City, its elected officials, officers, employees, agents and representatives as respects operations of the Named Insured. Any insurance maintained by City, its elected officials, officers, employees, agents and representatives shall be in excess of Consultant’s insurance and shall not contribute to it. 7.1.6.1.3 Severability of Interest. The policy or policies must be endorsed to provide that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability and shall provide cross-liability coverage. 7.1.6.2 Automobile Liability Insurance Endorsements. 7.1.6.2.1 Additional Insured. To the fullest extent allowed by law, including but not limited to California Insurance Code section 11580.04, the policy or policies must be endorsed to include as an insured City of San Bernardino and its respective elected officials, officers, employees, agents and representatives with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of Consultant. 7.1.6.2.2 Primary and Non-contributory Coverage. The policy or policies must be endorsed to provide that the insurance afforded by the Automobile Liability policy or policies is primary to any insurance or self-insurance of City, its elected officials, officers, employees, agents and representatives as respects operations of the Named Insured. Any insurance maintained by City, its elected officials, officers, employees, agents and representatives shall be in excess of Consultant’s insurance and shall not contribute to it. 7.1.6.2.3 Severability of Interest. The policy or policies must be endorsed to provide that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability and shall provide cross-liability coverage. 22.c Packet Pg. 715 Attachment: PW.Cannon.Attachment 1 FCNA.Agreement- EXHIBIT A (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and EXHIBIT “A” pg. 16 Consultant Services Agreement Cannon Parkin, Inc. 7.1.6.3 Worker’s Compensation Insurance Endorsements. 7.1.6.3.1 Waiver of Subrogation. The Worker’s Compensation policy or policies must be endorsed to provide that the insurer will waive all rights of subrogation against City of San Bernardino, its elected officials, officers, employees, agents and representatives for losses paid under the terms of this policy or these policies which arise from work performed by the Named Insured for City. 7.1.6.3.2 Reservation of Rights. City reserves the right, from time to time, to review Consultant’s insurance coverage, limits, deductible, and self-insured retentions to determine if they are acceptable to City. City will reimburse Consultant for the cost of the additional premium for any coverage requested by City in excess of that required by this Agreement, without overhead, profit, or any other markup. 7.1.7 Additional Insurance. Consultant may obtain additional insurance not required by this Agreement. 7.1.8 Excess Insurance. All policies providing excess coverage to City shall follow the form of the primary policy or policies including but not limited to all endorsements. ARTICLE VIII CITY REQUIREMENTS 8.0 City Policies. By signing this Agreement, Consultant certifies that Consultant is aware of, and will comply with, these policies throughout the duration of the Agreement. Consultant shall ensure that this language is included in Agreements between Consultant and any Subcontractors, vendors and suppliers. 8.1 Drug-Free Workplace. Consultant shall comply with City’s Drug-Free Workplace requirements. 8.2 Americans with Disabilities Act (ADA) and State Access Laws and Regulations. Consultant shall comply with all accessibility requirements under the ADA and under Title 24 of the California Code of Regulations (Title 24). When a conflict exists between the ADA and Title 24, Consultant shall comply with the most restrictive requirement (i.e., that which provides the most access). 8.3 Non-Discrimination. Consultant shall not discriminate on the basis of race, gender, gender expression, gender identity, religion, national origin, ethnicity, sexual orientation, age, or disability in the solicitation, selection, hiring or treatment of subcontractors, vendors or suppliers. Consultant shall provide equal opportunity for subcontractors to participate in subcontracting opportunities. Consultant understands and agrees that violation of this clause shall be considered a material breach of the Agreement and may result in Agreement termination, debarment, or other sanctions. Consultant shall ensure 22.c Packet Pg. 716 Attachment: PW.Cannon.Attachment 1 FCNA.Agreement- EXHIBIT A (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and EXHIBIT “A” pg. 17 Consultant Services Agreement Cannon Parkin, Inc. that this language is included in Agreements between Consultant and any subcontractors, vendors and suppliers. 8.4 Business Registration Certificate. Any company doing business with the City of San Bernardino is required to obtain a Business Registration Certificate and to provide a copy of its Business Registration Certificate to the City before an Agreement is executed. ARTICLE IX CONFLICTS OF INTEREST AND VIOLATIONS OF LAW 9.0 Conflict of Interest Laws. Consultant is subject to all federal, state and local conflict of interest laws, regulations, and policies applicable to public contracts and procurement practices including, but not limited to, California Government Code sections 1090, et. seq. and 81000, et. seq. City may determine that Consultant must complete one or more statements of economic interest disclosing relevant financial interests. Upon City’s request, Consultant shall submit the necessary documents to City. 9.1 Consultant’s Responsibility for Employees and Agents. Consultant is required to establish and make known to its employees and agents appropriate safeguards to prohibit employees from using their positions for a purpose that is, or that gives the appearance of being, motivated by the desire for private gain for themselves or others, particularly those with whom they have family, business or other relationships. 9.2 Consultant’s Financial or Organizational Interests. In connection with any task, Consultant shall not recommend or specify any product, supplier, or Consultant with whom Consultant has a direct or indirect financial or organizational interest or relationship that would violate conflict of interest laws, regulations, or policies. 9.3 Certification of Non-Collusion. Consultant certifies that: (1) Consultant’s bid or proposal was not made in the interest of or on behalf of any person, firm, or corporation not identified; (2) Consultant did not directly or indirectly induce or solicit any other bidder or proposer to put in a sham bid or proposal; (3) Consultant did not directly or indirectly induce or solicit any other person, firm or corporation to refrain from bidding; and (4) Consultant did not seek by collusion to secure any advantage over the other bidders or proposers. 9.4 Hiring City Employees. This Agreement shall be unilaterally and immediately terminated by City if Consultant employs an individual who within the twelve (12) months immediately preceding such employment did in his/her capacity as a City officer or employee participate in negotiations with or otherwise have an influence on the selection of Consultant. ARTICLE X 22.c Packet Pg. 717 Attachment: PW.Cannon.Attachment 1 FCNA.Agreement- EXHIBIT A (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and EXHIBIT “A” pg. 18 Consultant Services Agreement Cannon Parkin, Inc. DISPUTE RESOLUTION 10.0 Mediation. If a dispute arises out of or relates to this Agreement and cannot be settled through normal Agreement negotiations, Consultant and City shall use mandatory non-binding mediation before having recourse in a court of law. 10.1 Selection of Mediator. A single mediator that is acceptable to both parties shall be used to mediate the dispute. The mediator will be knowledgeable in the subject matter of this Agreement, if possible. 10.2 Expenses. The expenses of witnesses for either side shall be paid by the party producing such witnesses. All other expenses of the mediation, including required traveling and other expenses of the mediator, and the cost of any proofs or expert advice produced at the direct request of the mediator, shall be borne equally by the parties, unless they agree otherwise. 10.3 Conduct of Mediation Sessions. Mediation hearings will be conducted in an informal manner and discovery will not be allowed. The discussions, statements, writings and admissions will be confidential to the proceedings (pursuant to California Evidence Code sections 1115 through 1128) and will not be used for any other purpose unless otherwise agreed by the parties in writing. The parties may agree to exchange any information they deem necessary. Both parties shall have a representative attend the mediation who is authorized to settle the dispute, though City's recommendation of settlement may be subject to the approval of the Mayor and City Council. Either party may have attorneys, witnesses or experts present. 10.4 Mediation Results. Any agreements resulting from mediation shall be memorialized in writing. The results of the mediation shall not be final or binding unless otherwise agreed to in writing by the parties. Mediators shall not be subject to any subpoena or liability, and their actions shall not be subject to discovery. ARTICLE XI MANDATORY ASSISTANCE 11.0 Mandatory Assistance. If a third party dispute or litigation, or both, arises out of, or relates in any way to the services provided to the City under the Agreement, Consultant , its agents, officers, and employees agree to assist in resolving the dispute or litigation upon City’s request. Consultant’s assistance includes, but is not limited to, providing professional consultations, attending mediations, arbitrations, depositions, trials or any event related to the dispute resolution and/or litigation. 11.1 Compensation for Mandatory Assistance. City will compensate Consultant for fees incurred for providing Mandatory Assistance. If, however, the fees incurred for the Mandatory Assistance are determined, through resolution of the third party dispute or litigation, or both, to be attributable in whole, or in part, to the acts or omissions of Consultant, its agents, officers, and employees, Consultant shall reimburse City for all fees paid to Consultant, its agents, officers, and employees for Mandatory Assistance. 22.c Packet Pg. 718 Attachment: PW.Cannon.Attachment 1 FCNA.Agreement- EXHIBIT A (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and EXHIBIT “A” pg. 19 Consultant Services Agreement Cannon Parkin, Inc. 11.2 Attorneys’ Fees Related to Mandatory Assistance. In providing City with dispute or litigation assistance, Consultant or its agents, officers, and employees may incur expenses and/or costs. Consultant agrees that any attorney fees it may incur as a result of assistance provided under Section 11.0 are not reimbursable. ARTICLE XII MISCELLANEOUS PROVISIONS 12.0 Headings. All headings are for convenience only and shall not affect the interpretation of this Agreement. 12.1 Non-Assignment. Consultant may not assign the obligations under this Agreement, whether by express assignment or by sale of the company, nor any monies due or to become due under this Agreement, without City’s prior written approval. Any assignment in violation of this paragraph shall constitute a default and is grounds for termination of this Agreement at the City’s sole discretion. In no event shall any putative assignment create a contractual relationship between City and any putative assignee. 12.2 Independent Contractors. Consultant and any subcontractors employed by Consultant are independent contractors and not agents of City. Any provisions of this Agreement that may appear to give City any right to direct Consultant concerning the details of performing the services, or to exercise any control over performance of the Agreement, shall mean only that Consultant shall follow the direction of City concerning the end results of the performance. 12.3 Subcontractors. All persons assigned to perform any work related to this Agreement, including any subcontractors, are deemed to be employees of Consultant, and Consultant shall be directly responsible for their work. 12.4 Covenants and Conditions. All provisions of this Agreement expressed as either covenants or conditions on the part of City or Consultant shall be deemed to be both covenants and conditions. 12.5 Compliance with Controlling Law. Consultant shall comply with all applicable local, state, and federal laws, regulations, and policies. Consultant’s act or omission in violation of applicable local, state, and federal laws, regulations, and policies is grounds for Agreement termination. In addition to all other remedies or damages allowed by law, Consultant is liable to City for all damages, including costs for substitute performance, sustained as a result of the violation. In addition, Consultant may be subject to suspension, debarment, or both. 12.6 Governing Law. The Agreement shall be deemed to be made under, construed in accordance with, and governed by the laws of the State of California without regard to the conflicts or choice of law provisions thereof. 22.c Packet Pg. 719 Attachment: PW.Cannon.Attachment 1 FCNA.Agreement- EXHIBIT A (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and EXHIBIT “A” pg. 20 Consultant Services Agreement Cannon Parkin, Inc. 12.7 Venue. The venue for any suit concerning solicitations or the Agreement, the interpretation of application of any of its terms and conditions, or any related disputes shall be in the Superior Court for the State of California, County of San Bernardino. 12.8 Successors in Interest. This Agreement and all rights and obligations created by this Agreement shall be in force and effect whether or not any parties to the Agreement have been succeeded by another entity, and all rights and obligations created by this Agreement shall be vested and binding on any party’s successor in interest. 12.9 No Waiver. No failure of either City or Consultant to insist upon the strict performance by the other of any covenant, term or condition of this Agreement, nor any failure to exercise any right or remedy consequent upon a breach of any covenant, term, or condition of this Agreement, shall constitute a waiver of any such breach of such covenant, term or condition. No waiver of any breach shall affect or alter this Agreement, and each and every covenant, condition, and term hereof shall continue in full force and effect without respect to any existing or subsequent breach. 12.10 Severability. The unenforceability, invalidity, or illegality of any provision of this Agreement shall not render any other provision of this Agreement unenforceable, invalid, or illegal. 12.11 Drafting Ambiguities. The parties acknowledge that they have the right to be advised by legal counsel with respect to the negotiations, terms and conditions of this Agreement, and the decision of whether to seek advice of legal counsel with respect to this Agreement is the sole responsibility of each party. This Agreement shall not be construed in favor of or against either party by reason of the extent to which each party participated in the drafting of the Agreement. 12.12 Amendments. Neither this Agreement nor any provision hereof may be changed, modified, amended or waived except by a written agreement executed by duly authorized representatives of City and Consultant. Any alleged oral amendments have no force or effect. 12.13 Conflicts Between Terms. If this Agreement conflicts with an applicable local, state, or federal law, regulation, or court order, the applicable local, state, or federal law, regulation, or court order shall control. Varying degrees of stringency among the main body of this Agreement, the exhibits or attachments, and laws, regulations, or orders are not deemed conflicts, and the most stringent requirement shall control. Each party shall notify the other immediately upon the identification of any apparent conflict or inconsistency concerning this Agreement. 12.14 Survival of Obligations. All representations, indemnifications, warranties, and guarantees made in, required by, or given in accordance with this Agreement, as well as all continuing obligations indicated in this Agreement, shall survive, completion and acceptance of performance and termination, expiration or completion of the Agreement. 12.15 Confidentiality of Services. All services performed by Consultant, and any 22.c Packet Pg. 720 Attachment: PW.Cannon.Attachment 1 FCNA.Agreement- EXHIBIT A (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and EXHIBIT “A” pg. 21 Consultant Services Agreement Cannon Parkin, Inc. subcontractors if applicable, including but not limited to all drafts, data, information, correspondence, proposals, reports of any nature, estimates compiled or composed by Consultant, are for the sole use of City, its agents, and employees. Neither the documents nor their contents shall be released by Consultant or any subcontractor to any third party without the prior written consent of City. This provision does not apply to information that: (1) was publicly known, or otherwise known to Consultant, at the time it was disclosed to Consultant by City; (2) subsequently becomes publicly known through no act or omission of Consultant; or (3) otherwise becomes known to Consultant other than through disclosure by City. 12.16 Insolvency. If Consultant enters into proceedings relating to bankruptcy, whether voluntary or involuntary, Consultant agrees to furnish, by certified mail or electronic commerce method authorized by the Agreement, written notification of the bankruptcy to the City. This notification shall be furnished within five (5) days of the initiation of the proceedings relating to bankruptcy filing. This notification shall include the date on which the bankruptcy petition was filed, the identity of the court in which the bankruptcy petition was filed, and a listing of City Agreements against which final payment has not been made. This obligation remains in effect until final payment is made under this Agreement. 12.17 No Third Party Beneficiaries. Except as may be specifically set forth in this Agreement, none of the provisions of this Agreement are intended to benefit any third party not specifically referenced herein. No party other than City and Consultant shall have the right to enforce any of the provisions of this Agreement. 12.18 Actions of City in its Governmental Capacity. Nothing in this Agreement shall be interpreted as limiting the rights and obligations of City in its governmental or regulatory capacity. 12.19 Counterparts. This Agreement may be executed in counterparts, which when taken together shall constitute a single signed original as though all Parties had executed the same page. [Signature Page Follows] 22.c Packet Pg. 721 Attachment: PW.Cannon.Attachment 1 FCNA.Agreement- EXHIBIT A (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and EXHIBIT “A” Signature Page Consultant Services Agreement Cannon Parkin, Inc. IN WITNESS WHEREOF, this Agreement is executed by City and Consultant acting by and through their authorized officers. CITY OF SAN BERNARDINO: CANNON PARKIN, INC.: Date: _____ / _____ / 2018 Date: _____ / _____ / 2018 _________________________________ By: ________________________________ Andrea M. Miller, City Manager Its: ________________________________ APPROVED AS TO FORM: Gary D. Saenz, City Attorney By: ______________________________ 22.c Packet Pg. 722 Attachment: PW.Cannon.Attachment 1 FCNA.Agreement- EXHIBIT A (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and EXHIBIT "A" LIST OF FACILITIES FOR CONDITION AND NEED ASSESSMENT WITH ESTIMATED AREAS AND YEAR OF CONSTRUCTION SITE NO. FACILITIES YEAR CONST. AREA 1 2 CAROUSEL MALL PARKING STRUCTURE 1971 444,290 3 **CITY HALL/ ADMINISTRATION CAMPUS 300 ’D’ ST, 201 ‘E’ ST, 301 ‘E’ ST INCLUDING PARKING AREA **775,245 1 4 CONVENTION CENTER 1971 30,650 5 POLICE DEPARTMENT 1995 80,000 6 POLICE ANNEX B 1970 20,000 7 ANIMAL CONTROL OFFICE 1964 6,430 8 ANIMAL CONTROL FEMALE KENNEL BUILDING 1979 2,720 9 ANIMAL CONTROL FELINE KENNEL BUILDING 1980 1,200 10 ANIMAL CONTROL MALE KENNEL BUILDING 1980 1,800 11 ANIMAL CONTROL HOME FINDERS KENNEL BUILDING 1984 1,520 12 ANIMAL CONTROL PUPPY KENNEL BUILDING 2000 1,910 13 ANIMAL CONTROL LIVESTOCK CORRAL 1968 1,870 14 ANIMAL CONTROL PET LICENSING & OFFICE TRAILER 2002 1,440 15 CITY YARD PORTABLE OFFICE - STREET DEPT. 1997 1,060 16 CITY YARD PORTABLE OFFICE - REFUSE DEPT. 1996 1,440 17 CITY YARD BLDG. 100 STORAGE/SHOP/OFFICE 1942 9,410 18 CITY YARD BLDG. 101 STORAGE 1942 17,365 19 CITY YARD BLDG. 102 - FACILITY MANGEMENT SHOP 1942 17,850 20 CITY YARD BLDG. 103 - STORAGE 1942 3,865 21 CITY YARD BLDG. 104 - WAREHOUSE BREAKROOM 2000 7,000 22 CITY YARD BLDG. 105 - STORAGE SHOP 1962 4,000 23 CITY YARD BLDG. 106 - SIGN SHOP/PAINT SHOP 1954 3,200 24 CITY YARD BLDG. 107 - EQUIPMENT STORAGE 1942 4,820 25 CITY YARD BLDG. 108 - REFUSE STORAGE 1971 1,600 26 CITY YARD BLDG. 110 - ELECTRIC SHOP/OFFICE 1952 4,000 27 CITY YARD BLDG. 111- STORAGE 1942 253 28 CITY YARD BLDG. 113 - MATERIAL STORAGE 1947 1,120 29 CITY YARD BLDG. 115 - STORAGE 1945 1,175 30 CITY YARD BLDG. 116 - CENTRAL GARAGE 1978 1,175 31 CITY YARD BLDG. 118 - RECORD STORAGE 1962 1,920 32 CITY YARD CANOPY - HAZARDEOUS WASTE 1942 5,480 33 CITY YARD CANOPY - PARKING 1970 5,480 34 CITY YARD SERVICE STATION 1989 500 35 CITY YARD STORAGE SHELTER 1999 250 36 CITY YARD STORAGE BUILDING 1980 430 37 CITY YARD STORAGE SHELTER (METAL) 1950 1,010 38 FIRE DEPARTMENT #3 - NOT INCLUDED 1976 39 FELDHEYM CENTRAL LIBRARY 1985 64,880 40 HOWARD M. ROWE LIBRARY 1968 5,660 41 VILLASENOR LIBRARY 1980 7,855 42 AL GUHIN PARK PICNIC SHELTER 1990 324 43 AL GUHIN PARK RESTROOM/STORAGE 1999 840 44 ANNE SHIRRELS PARK RESTROOM 1984 1,830 45 ANNE SHIRRELS PARK RESTROOM/CONCESSION 1984 980 46 ANNE SHIRRELS PARK PICNIC SHELTER #1 2004 580 47 ANNE SHIRRELS PARK PICNIC SHELTER #2 2004 600 48 ANNE SHIRRELS PARK PICNIC SHELTER #3 (BASEBALL FIELD) 2004 260 49 BLAIR PARK RESTROOM/STORAGE 1969 1,930 50 BLAIR PARK ELECTRICAL BUILDING 1967 480 51 BLAIR PARK CONCESSION/RESTROOM 1969 1,236 22.d Packet Pg. 723 Attachment: PW.Cannon.Attachment 2-List of Facilities (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 52 BLAIR PARK ANNOUNCER BOOTH #1 1969 300 53 BLAIR PARK ANNOUNCER BOOTH #2 1969 340 54 BLAIR PARK ANNOUNCER BOOTH #3 1969 120 55 BLAIR PARK SKATEBOARD PARK 2004 7,610 56 CENTER FOR INDIVIDUAL DEVELOPMENT DISABILITY OFFICE CENTER 1982 15,210 57 CENTER FOR INDIVIDUAL DEVELOPMENT ANNEX BUILDING 1999 1,200 58 CENTER FOR INDIVIDUAL DEVELOPMENT COVERED WALKWAY 1982 1,200 59 CENTER FOR INDIVIDUAL DEVELOPMENT SHADE SHELTER 1902 170 60 COLONY PARK RESTROOM 1988 660 61 DELMANN HEIGHTS RECREATION CENTER 1969 9,350 62 DELMANN HEIGHTS POOL BUILDING 1978 3,465 63 DELMANN HEIGHTS CONCESSION/RESTROOM/ANNOUNCER BOOTH 1981 650 64 DEL ROSA LITTLE LEAGUE CONCESSION/RESTROOM/ANNOUNCER 1978 1,070 65 DEL ROSA LITTLE LEAGUE STORAGE BUILDING 140 66 DEL VALLEJO PARK ANNOUNCER BOOTH 1984 65 67 DEL VALLEJO PARK RESTROOM/CONCESSION/STORAGE 1989 1,060 68 ENCANTO PARK BOYS & GIRLS CLUB 1968 24,660 69 ENCANTO PARK RESTROOM/CONCESSION/STORAGE 1984 1,145 70 ENCANTO PARK SCORERS BOOTH 1984 65 71 ENCANTO PARK PICNIC SHELTER 2004 200 72 GUTIERREZ FIELD RESTROOM/CONCESSION 1971 800 73 HARRISON CANYON PARK MAINTENANCE STORAGE BUILDING 145 74 HARRISON CANYON PARK PICNIC SHELTER 1985 420 75 HORINE PARK RESTROOM 1967 340 76 HUDSON PARK RESTROOM 1984 1,830 77 HUDSON PARK PICNIC SHELTER 1984 625 78 JUNIOR FOOTBALL DRESSING/RESTROOM BUILDING 1960 1,800 79 LA PLAZA PARK RESTROOM 1988 275 80 LA PLAZA PARK PERGOLA 1988 700 81 LYTLE CREEK PARK COMMUNITY CENTER 1942 3,775 82 LYTLE CREEK PARK STORAGE BUILDING #1 1969 640 83 LYTLE CREEK PARK RESTROOM #1 1942 384 84 LYTLE CREEK PARK RESTROOM #2 1942 360 85 LYTLE CREEK PARK PICNIC STORAGE #2 1969 190 86 LYTLE CREEK PARK PICNIC SHELTER 1969 720 87 MEADOWBROOK FIELD RECREATION CENTER 1970 4,350 88 MEADOWBROOK FIELD RESTROOM 2000 785 89 MEADOWBROOK PARK RESTROOM 1999 675 90 MEADOWBROOK PARK PICNIC SHELTER 1999 575 91 MEADOWBROOK PARK GAZEBO 1999 210 92 MILL HEADSTART/STATE PRE-SCHOOL ADMIN BUILDING 1952 4,350 93 MILL HEADSTART/STATE PRE-SCHOOL CAFETERIA 1952 2,200 94 MILL HEADSTART/STATE PRE-SCHOOL CLASSROOM BUILDING 1952 4,800 95 MILL HEADSTART/STATE PRE-SCHOOL KINDERGARTEN BUILDING 1952 1,470 96 MILL HEADSTART/STATE PRE-SCHOOL CLASSROOM BUILDING 1952 4,350 97 MILL HEADSTART/STATE RECREATION CENTER 1983 7,770 98 MILL HEADSTART/STATE PRE-SCHOOL TRANSFORMER BUILDING 1965 120 99 MILL HEADSTART/STATE PRE-SCHOOL POOL BUILDING 1979 1,950 100 MILL HEADSTART/STATE PRE-SCHOOL PICNIC SHELTER 1990 340 101 NICHOLSON PARK RESTROOM 1985 500 102 NICHOLSON PARK CONCESSION/ANNOUNCER BOOTH 1961 570 103 NICHOLSON PARK CONCESSION/RESTROOM BUILDING 1961 480 104 NICHOLSON PARK COMMUNITY CENTER 1985 5,050 105 NICHOLSON PARK PICNIC SHELTER 1985 740 106 NINTH STREET PARK PICNIC SHELTER 1975 920 107 NINTH STREET PARK RESTROOM 2000 690 108 NORTH NORTON BUILDING DISABILITY CENTER 1982 3,665 109 NORTH NORTON BUILDING COVERED WALKWAY 1982 510 22.d Packet Pg. 724 Attachment: PW.Cannon.Attachment 2-List of Facilities (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 110 NORTON (S.B.I.A.P.) RECREATION CENTER 1969 20,245 111 NORTON (S.B.I.A.P.) GYMNASIUM 1965 21,020 112 PALM FIELD CONCESSION/ANNOUNCER BOOTH 1988 680 113 PERRIS HILL PARK POOL BUILDING 1939 6,600 114 PERRIS HILL PARK PUMP & BOILER BUILDING 1939 1,480 115 PERRIS HILL PARK CERAMICS BUILDING 2,020 116 PERRIS HILL PARK RESTROOM/STORAGE 1984 760 117 PERRIS HILL PARK ROOSEVELT BOWL 1934 1,130 118 PERRIS HILL PARK RESTROOM/CONCESSION/STORAGE 1984 1,200 119 PERRIS HILL PARK TENNIS PRO SHOP 1965 240 120 PERRIS HILL PARK MUSEUM 1965 2,240 121 PERRIS HILL PARK HORSESHOE BUILDING 1950 220 122 PERRIS HILL PARK PISTOL RANGE 1950 2,745 123 PERRIS HILL PARK RANGE STORAGE 1955 780 124 PERRIS HILL PARK CONCESSION/ANNOUNCER/RESTROOM/OFFICE 1984 2,385 125 PERRIS HILL PARKFIELD CLUB HOUSE (FISCALINI FIELD) 1989 2,400 126 PERRIS HILL PARK TICKET BOOTH (FISCALINI FIELD) 1988 280 127 PERRIS HILL PARK RESTROOM (BEHIND SENIOR CENTER) 1985 740 128 PERRIS HILL PARK SENIOR CONCESSION/STORAGE BUILDING (FISCALINI FIELD) 1990 365 129 PERRIS HILL PARK SENIOR CENTER 1988 5,685 130 PIONEER MEMORIAL PARK CEMETARY/TOOL ROOM 1940 1,010 131 PIONEER MEMORIAL PARK LUNCH/RESTROOM BUILDING 1940 365 132 PIONEER MEMORIAL PARK OFFICE BUILDING 1974 1,085 133 RICK SPIECHER PARK RESTROOM 1989 290 134 RICK SPIECHER PARK SCORERS RESTROOM/CONCESSION (MONTGOMERY/MASON) 1971 980 135 RICK SPIECHER PARK SCORERS BOOTH #1 (MONTGOMERY FIELD) 1971 63 136 RICK SPIECHER PARK SCORERS BOOTH #2 (MASON FIELD) 1971 63 137 RICK SPIECHER PARK ANNOUNCER BOOTH (HUCKABAA FIELD) 1976 200 138 RICK SPIECHER PARK SCORERS BOOTH #3 (O'GRADY FIELD) 1985 50 139 RICK SPIECHER PARK SCORERS BOOTH #4 (GURULE FIELD) 1985 50 140 RICK SPIECHER PARK RESTROOM/CONCESSION (O'GRADY/GURULE) 1980 1,390 141 RUBEN CAMPOS COMM. CTR. NUNEZ PARK COMM CENTER/POOL 2001 9,735 142 RUBEN CAMPOS COMMUNITY CENTER, NUNEZ PARK RESTROOM 1968 190 143 RUBEN CAMPOS COMMUNITY CENTER, NUNEZ PARK RESTROOM/CONCESSION/ANNOUNCER 1947 850 144 145 RUBEN CAMPOS COMMUNITY CENTER, NUNEZ PARK SNACK BAR 1948 800 146 RUBEN CAMPOS COMMUNITY CENTER, NUNEZ PARK RESTROOM/STORAGE 1997 675 147 RUDY HERNANDEZ COMMUNITY CENTER 1979 16,600 148 SECCOMBE LAKE PARK RESTROOM/CONCESSION BUILDING 1985 1,800 149 SECCOMBE LAKE PARK PUMP HOUSE 1985 255 150 SECCOMBE LAKE PARK ELECTRICAL BUILDING 1985 255 151 SECCOMBE LAKE PARK GAZEBO 1985 2,660 152 SECCOMBE LAKE PARK RESTROOM/CONCESSION 73,188 1991 800 153 SECCOMBE LAKE PARK RESTROOM/CONCESSION/ANNOUNCER BOOTH #1 1991 1,055 154 SECCOMBE LAKE PARK RESTROOM/CONCESSION/ANNOUNCER BOOTH #2 1991 1,055 155 SECCOMBE LAKE PARK RESTROOM 1985 540 156 SECCOMBE LAKE PARK MAINTENANCE BUILDING 1991 3,500 157 SENIOR CITIZEN BUILDING 1976 16,930 158 WILDWOOD PARK CONCESSION/ANNOUNCER BOOTH (MELTON FIELD) 1960 630 159 WILDWOOD PARK CONCESSION/ANNOUNCER BOOTH (ELKS FIELD) 1960 1,260 160 WILDWOOD PARK RESTROOM (ELKS FIELD) 1968 330 161 WILDWOOD PARK PICNIC SHELTER (ELKS FIELD) 1959 684 22.d Packet Pg. 725 Attachment: PW.Cannon.Attachment 2-List of Facilities (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 162 WILDWOOD PARK RESTROOM (BY PICNIC SHELTERS ELKS FIELD) 1965 950 163 WILDWOOD PARK ARESTROOM (DOG PARK ELKS FIELD) 1965 265 164 WILDWOOD PARK PICNIC SHELTER ( ELKS FIELD) 1968 655 165 WILDWOOD PARK CONCESSION ANNOUNCERS BOOTH (JOHN DOTY FIELD) 1965 825 166 WILDWOOD PARK RESTROOM (JOHN DOTY FIELD) 1965 290 167 PARKS, RECREATION & COMMUNITY SERVICES ADMINISTRATION OFFICE 10,160 168 CARL KARPER FIELD CONCESSION/ANNOUNCER BOOTH 165 670 169 CARL KARPER FIELD RESTROOM/STORAGE 1970 900 170 GUADALUPE FIELD RESTROOM/CONCESSION 1988 940 171 SHANDIN HILLS PUBLIC GOLF PARK 1986 112 Acre 172 N. “D” STREET PARKING LOTS; 40,510 173 SAN BERNARDINO COUNTY LAW LIBRARY 23,520 174 N. “F” STREET PARKING LOT; 450 N. “F” STREET 22,650 175 W. 5th STREETPARKING LOT; 512 W. 5th STREET 43,560 176 W. CHURCH STREET PARKING LOT; 26,100 177 N. Mt. VERNON AVENUE & 5th STREET PARKING LOT 78,400 **301 D St 1970 **301 E St 1990 **201 E St 1979 2,069,447 Above areas and year of construction of various facilities are estimated and it will be firm's responsibility to confirm the areas and other information. 22.d Packet Pg. 726 Attachment: PW.Cannon.Attachment 2-List of Facilities (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need RESPONSE TO REQUEST FOR PROPOSAL City of San Bernardino Facilities Condition Assessment and Need Assessment (FCNA) April 12, 2018 • RFP Number GB-18-007 22.e Packet Pg. 727 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 22.e Packet Pg. 728 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need April 12, 2018 Department of Public Works 290 North “D” Street San Bernardino, CA 92401 Re: Facility Condition Assessment and Need Assessment (FCNA) - GB18-007 Dear Saba Engineer, We appreciate the opportunity to submit our qualifications for Facility Condition and Need Assessment Services for the City of San Bernardino (hereinafter referred to as the “City“) and look forward to a successful partnership with the City on the proposed project. CannonDesign, teamed with Z&K Consultants, Inc., who has extensive experience within the City, County , and Inland Empire positions us to be exceptionally qualified to provide outstanding analysis and documentation to the City on this important assessment. CannonDesign is a national, full-service architectural, engineering, cost estimating, design-led, construction, and facility services firm founded in 1945, with roots dating back to 1915. CannonDesign’s adoption of a Single-Firm, Multi-Office (SFMO) model will allow the utilization of our Los Angeles and Irvine locations as local resources with our primary project office operating in the City of San Bernardino at the office of Z&K Consultants, Inc. Within CannonDesign, our Facility Optimization Solutions (FOS) team performs as a dedicated facility services practice specializing in Facility Condition Assessments and is ranked #4 in the world for facility management as provided by an A/E firm. Impressively, our FOS team has performed Facility Condition Assessments on over 250 million square feet of assets for clients in the span of only three years! CannonDesign’s vision, like that of the City, emphasizes core values of integrity, teamwork, transparency, sustainability, and excellence. We are proud to offer the City a team of professionals who have successfully worked together on numerous assessment projects and are ready to hit the ground running. Our team will provide the City with building-by-building, system-by-system evaluations that will enable facility management, budget development, preventative maintenance, and future upgrades. Regarding this assessment, our ultimate goal is to establish a framework for cataloging future capital improvement needs and expenditures for building/ facility maintenance and potential short- and long-term renovations. The resulting report will outline a master plan for ongoing and major facility improvements over the next twenty years and will establish a building life span and facility replacement analysis. Ultimately, what defines our team is our commitment to listen, collaborate, and work with our clients to achieve their goals. Our work supports the vision of the City and brings creativity, expertise, and a proven record of success to this collaborative endeavor. As you will see in our proposal, we have completed similar projects for the City of Sacramento, CA; City of Santa Rosa, CA; City of Houston, TX; and the City of Buffalo, NY, just to name a few. 22.e Packet Pg. 729 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 22.e Packet Pg. 730 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need CannonDesign has reviewed your Request for Proposal (RFP). Should we be selected for this project, we look forward to discussing certain contractual terms for the mutual benefit and protection of the Owner and the Architect. By making such terms mutually beneficial, the project may realize certain process efficiencies, while also ensuring the insurability of the final agreement. Thank you for your consideration in this important matter and we look forward to working with you. Our fees, which are provided in a separate sealed envelope, reflect a full and complete execution of all tasks within the RFP. We have not omitted any item to reduce our fee to gain a competitive advantage. Simply put, our fee reflects each item that has been required by the City. We are, of course, open to negotiation following selection to best tailor your project delivery needs. We thank you for your consideration and look forward to presenting our team in person. Sincerely, Joseph Cassata, RA, NCARB Zach Faqih, PE CBO MSCE QDS/QSP CannonDesign Z and K Consultants Inc. 1900 Avenue of the Stars, Suite 175 473 E. Carnegie Dr. Los Angeles, CA 9067-6000 San Bernardino, CA 92408 716.774.3258 949.637.5040 jcassata@cannondesign.com zfaqih@zandkconsultants.com 22.e Packet Pg. 731 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 22.e Packet Pg. 732 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need Table of Contents SECTION PAGE 1.SCOPE OF SERVICES 11 2.PROJECT UNDERSTANDING 21 3.PROJECT APPROACH 27 4.PROJECT TEAM AND QUALIFICATIONS 39 5.RELEVANT EXPERIENCE 59 6.RFP QUESTION RESPONSES 75 7.COMMENTS AND SUGGESTIONS 83 22.e Packet Pg. 733 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 22.e Packet Pg. 734 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need SCOPE OF SERVICES 1 22.e Packet Pg. 735 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 22.e Packet Pg. 736 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 500+ Total design awards won in the last 5 yeas Top 10 U.S. Interiors Firm Interior Design Magazine Top 20 U.S. Engineering Firm Consulting - Specifying Engineer #4 World Ranked Facility Management by an Architecture & Engineering firm -World Architecture 100, 2015-2017 #3 U.S. Education Firm Building Design + Construction Over 225 million Square Footage Assessed Over 1,000 projects This includes libraries, park facilities, & sports centers Top 10 Most Innovative Architecture Firm In The World Fast Company #2 Education Interior Design Firm Interior Design “Giants” List CannonDesign has worked with 37 of the top 50 Universities U.S. News + World Report FOS allows our clients to more effectively and efficiently manage their existing facilities and assets by providing services driven by data. 22.e Packet Pg. 737 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 12 | SCOPE OF SERVICES CANNONDESIGN OVERVIEW Founded in 1945, with roots dating back to 1915, CannonDesign is an award-winning, full-service architectural, engineering, and interior design firm. We currently have more than 1,200 professionals in 19 North American and international of fices. CannonDesign has developed an international reputation for design excellence, technological innovation, and unsurpassed client service. Our wide- ranging service offerings allow us to help organizations with comprehensive solutions and address specific needs based on their challenges. Our vision emphasizes core values of integrity, teamwork, transparency, sustainability, and excellence. We differ from other multi-office design firms in our thinking, work ethic, and organization. We are an interdisciplinary firm, integrating all the skills needed to deliver complex projects. We assemble teams based on skills and talent, irrespective of location. We are a single business unit, with no geographic limits. This unique methodology, combining world-class strategists, futurists and business planners, with designers, architects, engineers and construction services, makes CannonDesign the most integrated design practice in the world. We are guided by our common vision and purpose: “Together, we create design solutions to the greatest challenges facing our clients and society.” This shared vision shapes the way we think and work. Our clients are our most important partners. By aligning ourselves with our client’s vision, we are able to address their challenges in multiple dimensions, drawing on our deeply resourced multi-disciplinary skill base. Our wide-ranging service offerings allow us to provide our clients with comprehensive solutions and address specific needs based on their challenges. ASSESSMENT CannonDesign’s Facility Condition and Need Assessment (FCNA) team is augmented, guided, and informed by an unparalleled group of master planners, CSI specifications specialists, cost estimators, campus energy and sustainability planners, life-cycle planners, resiliency planners, licensed architects and engineers, drafters, and software developers and analysts. Our truly integrated approach, and resulting solutions, allow us to assist our clients in reaching and exceeding their asset improvement goals in innovative, strategic, prudent, and practical ways. STRATEGIZE AND BUDGET CannonDesign’s proprietary software, built by our in-house software developers and maintained by our in-house software experts, provides systematic, analytic solutions for asset investment and scenario planning. With the use of our software, our clients are able to efficiently and effectively manage their assets, and optimize their investments by making highly accurate forecasts regarding short-term and long-term needs. CAPITAL IMPROVEMENT PLANNING CannonDesign understands that a Capital Improvement Plan (CIP) is a working document that creates a blueprint for cultivating high quality infrastructure and increasing sustainability. CannonDesign’s software application provides our clients with the ability to manage their entire capital planning and budgeting process, from start to finish. Our clients can simultaneously evaluate all projects and plan for their financing by analyzing account projections, current trends in revenue, and expenditures. Within the software application, projects can be prioritized and timelines can be created to track project progress goals. COST ESTIMATING For more than a half-century, CannonDesign’s Dynamic Cost Management (DCM) approach has incorporated in-house cost estimators within the assessment– programming-design-engineering process to ensure alignment with project budgets, minimizing costly and time-consuming redesigns. So even at the programming / master planning / assessment phase, our estimators ensure costs match design aspirations for today and for the future. 22.e Packet Pg. 738 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need CITY OF SAN BERNARDINO| 13 Our multidisciplinary staff of 12 in-house, LEED- accredited cost estimators represent civil, structural, architectural, plumbing, fire protection, electrical, and mechanical disciplines. They collectively possess more than two centuries of cost estimating experience, have extensive construction knowledge, and estimate a total of $4 billion dollars per year. We integrate our cost estimator’s extensive cost estimating expertise with state-of-the-art benchmarking databases using EOS – Advisor and Timberline cost estimation software. CannonDesign’s estimating team uses Sage estimating software assemblies to provide detailed mechanical and electrical systems estimates from the variables provided in the engineer’s narratives. We continually update a vast in-house database with the latest regional construction costs from CannonDesign’s network of offices and construction-trade subcontractor relationships. Cost models and assemblies are refined with the team, and parametric estimating adjusts applicable systems. Included with the cost model are assumptions to help explain adjustments and better define scope. The costs are also allocated based upon the current program, maintenance, and repair needs. These estimates are dynamic and can be manipulated by the entire team including assessors, designers, engineers and – most importantly – our client to meet current scope and budget needs. MASTER PLANNING Master planning for the 21st century is no longer about traditional land-use planning, zoning, and place-making. Today’s master planning shapes roadmaps for change with intellectual and economic vitality at its core. It embraces integrated, long-term strategies for physical growth. Our team looks to provide for organizational evolution. Our work focuses on re-shaping, re-imagining and expanding our client’s existing facilities. Extensive assets coupled with a challenging fiscal climate create an important opportunity within which to weigh the efficacy of existing assets and consider the intent of new buildings. Our work begins with the assessment study of space need and projections to facilitate strategic alignment with our client’s mission, organizational structure, and capital and operating budgets. Our approach fuses master planning and business modeling to create planning scenarios that balance operations with environments and culture. Anchored in our experience and benchmarking research, space needs projections combine strategic planning, operational remodeling, and unique spatial design. These elements assess and support growth. MANAGE AND MAINTAIN CannonDesign has embedded life cycle thinking, energy efficiency, and environmental awareness into our culture and vision. Our assessors are dedicated to identifying and evaluating the replacement of building components with the greatest opportunity for increased performance, all the while maximizing Return on Investment (ROI) such as lighting, controls, boilers, and glazing. CannonDesign’s extensive life cycle Cost Analysis (LCCA) experience over a wide range of project delivery types and design phases has led to the development of a proprietary LCCA program. Our LCCA tool enables our clients to quickly and accurately make proper life cycle decisions regarding items, systems or entire facilities. Our LCCA tool automatically generates a simple, easy to read summary of the total cash flow, net present value, Return on Investment (ROI), energy and water usage, and carbon footprint for our clients. SCOPE OF SERVICES 22.e Packet Pg. 739 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 14 | At CannonDesign we provide our clients with timely, concise and clear information which empowers them to save crucial dollars over the life of a system, all the while minimizing their impact on the environment. Management and maintenance is also accomplished through the use of Asset Tagging, i.e. affixing barcodes or QR codes to building components for tracking purposes. Our proprietary software application is used in conjunction with our asset tagging management service. Through our software application, we are able to generate QR codes for building components and link the QR codes to the component’s record in the software. In doing so, our clients can quickly and easily retrieve all of the component’s information using a simple QR code reader on their mobile device, irrespective of operating system. RESILIENCE CannonDesign understands that a growing number of owners are concerned with their facility’s performance during a major weather-related event or man-made disruption. We also understand that each project is unique depending on the facility’s programming needs and the risks associated with their specific locations. CannonDesign’s approach to Resilient Design is to create solutions for our clients and communities that will adapt to, withstand, and recover from disturbances over the lifetime of the facility. Resilient Design forces us as designers to look at trends and predictions to understand the potential disturbances and challenges facing our clients at various scales, and then to go beyond the historical averages and engineering tables to arrive at creative mitigation strategies to reduce a facility’s vulnerability and achieve the owner’s operational goals. ENERGY SERVICES CannonDesign advocates the adoption and evaluation of energy efficiency strategies on all projects across the firm. We have extensive experience in the design of geothermal heat pumps systems, computational fluid dynamic modeling, building energy performance design, and mission critical facilities. The energy services group provides audit and utility reviews. The reviews of existing utility service agreements and billings include electricity, natural gas, district chilled water, and district steam. The energy services group also provides energy modeling of existing buildings and utility plants, energy analysis of energy efficiency measures or upgrades, measurement and verification of existing utility usage vs. predicted, campus energy master planning, utility incentive assistance, and 179d tax deduction assistance. FOS OVERVIEW Excellence in Facility Management Services CannonDesign recognizes that within the life of a portfolio of assets the time and money spent on management and maintenance is the vast majority of the overall lifecycle and budget expenditure. Therefore, in addition to providing planning, design, engineering, specialty, and design-led construction services, we provide facility management and capital planning services to meet the ongoing stewardship needs of our clients. Within CannonDesign, facility management services and Facility Condition Assessments are provided by the Facility Optimization Solutions (FOS) group. CannonDesign FOS is an in-house dedicated team of subject matter experts exclusively providing Facility Condition Assessments, Preventative Maintenance planning, Constructability Reviews, ADA Compliance Assessments, and Life Safety Assessments. SCOPE OF SERVICES 22.e Packet Pg. 740 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need CITY OF SAN BERNARDINO| 15 Facility Optimization Solutions (FOS) WHO WE ARE A multidisciplinary strategic investment and facility services practice within a globally ranked design and construction firm dedicated to providing solutions that facilitate strategic decision making, secure funds for capital investment, and extend the life of assets through data-driven recommendations. WHY WE ARE DIFFERENT We are unique in that we offer dedicated expertise to manage the full lifecycle of a building. Our simple and highly accurate tools empower building users, managers, and owners to facilitate data-driven and empirically based strategic planning over the life of each unique asset, site, and total portfolio in the long and short term. Lifecycle of a Building WHAT TO EXPECT Consistent, Collaborative Process – Our unique approach ensures alignment with our client’s expectations and goals throughout the process. Flexible, Dynamic Solutions – Reports and software tools are customized to meet our client’s needs. Objective Results – Third party expertise to help plan and secure the funding needed to maintain high performing facilities. Successful Experience – For the past 6 years, we have achieved a 100% client satisfaction rating. Experienced Team – Within the last 3 years, our team has assessed more than 250 million square feet of space. Powerful Foresight – Data driven insight for improved capital management. Our work enables our clients to forecast the future needs and investments required to maximize the lifecycle of the asset. We provide a recommended minimum investment per asset and facilitate strategic project planning. Clients have reported FOS has demonstrated a full return on investment following the first and second year of the implementation of our immediate recommendations. Clients that utilized FOS services for a sale or acquisition of an asset have recognized and immediate return on investment. 22.e Packet Pg. 741 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 16 | Z&K CONSULTANTS INC. OVERVIEW Z&K Consultants Inc. is a provider of professional engineering services ranging from program management, project management, construction management and building department administration and related construction support services for public works infrastructure, wastewater facilities, pipelines, transportation, seismic retrofit building, and architectural services. Z&K Consultants Inc. founded in 2009, is a woman-owned and a certified small business in California. Z&K has offices in the Cities of San Bernardino, Corona, and Orange, and currently has eleven employees in different capacities. FINANCIAL CONDITION Z&K Consultants Inc. is in a very solid financial condition with a very stable balance sheet and has excellent growth prospects and opportunities in the pipeline. We have no conditions that would impede completion of our work on this contract. Project Office San Bernardino, CA 92408 Contact Information Crystal Faqih President Cell (951) 310-7470 zfaqih@zandkconsultants.com Type of Organization C Corporation Date Firm 2009 (9 years) # of Employees 11 Legal Name Address Z&K Consultants, Inc. 22295 Jessamine Way 473 E. Carnegie Dr. SCOPE OF SERVICES 22.e Packet Pg. 742 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need CITY OF SAN BERNARDINO| 17 Answers will be ascertained through the following approach: • Review the City’s maintenance and repair records, plus discuss and understand current procedures to provide recommendations. • Interview key City personnel to prepare and understand current issues, and to target special assessment activities. • Establish a portfolio database for the City’s facilities in our software application. • Conduct a detailed FCNA of systems and components based on the RFP requirements describing all systems included in the assessment. Our project approach will cover each system assessment in detail. • Conduct a comprehensive analysis of structural integrity and seismic conformity including foundations to document all deficiencies. Recommendations and cost will be provided as part of the assessment. • Determine the presence of hazardous materials such as lead, asbestos etc. • Document ADA deficiencies and provide recommendations for remediation with appropriate cost estimates. This assessment will set the scale of required work to upgrade City facilities into compliance with California and DOJ Regulations. • Document deficient conditions using photography. • Work with the City to customize our software application, and establish a deliverable format during the pilot for data collection and reporting in our software application with all data obtained in the FCNA. • Develop cost estimates, budgets, and action timeframe to remediate observed deficiencies based on recommendations. • Delineate deficiencies using priorities and issue categories. • Determine ratings for each facility in terms of observed condition, maintenance status, and BOMA life expectancy. • Provide a prioritized deficiency list. • Provide detailed recommendations for all deficiencies by our licensed architects, registered engineers, and discipline specialists on our assessment team. • Establish for the portfolio, site(s), and building(s) a Current Replacement Value (CRV), based on direct costs and soft costs for building replacement Facility Condition Index (FCI), and Discipline Condition Index (DCI) rating for preventive maintenance over 1, 5, 10, and 20-year periods . • Compare building replacement costs versus renovation with appropriate recommendations. • Provide preventative maintenance based on recommended industry standards per the RFP. • Assist in the creation of a detailed, multi-year Capital Improvement Plan (CIP) with project scopes and bundling recommendations for savings and construction efficiency. • Prepare monthly progress reports with significant findings. • Prepare three presentations, to be presented in person for City Council/Commission meetings. We are confident that our proposal submission fully addresses all of the City’s concerns set forth in the RFP, and our approach and methodologies are in alignment with the City’s expectations. SCOPE OF SERVICES 22.e Packet Pg. 743 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 18 | 22.e Packet Pg. 744 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need PROJECT UNDERSTANDING 2 22.e Packet Pg. 745 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 22.e Packet Pg. 746 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need CITY OF SAN BERNARDINO| 21 The CannonDesign FOS and Z&K team acknowledges our complete understanding of the scope of work set forth by the City of San Bernardino, hereinafter referred to as the “City”. Our understanding, coupled with our unparalleled experience providing Facility Condition Needs Assessments (FCNA) for cities across the United States will allow the City to fully leverage the best practices of asset management. For the City’s FCNA, our expert interdisciplinary teams of in-house/Z&K licensed architects and engineers, former contractors, former facility managers, cost estimators, and system specialists will skilfully answer the following questions regarding the City’s assets: • What assets are owned? • What is the condition of the assets? • What are the values and liabilities of each asset? • What will it cost to maintain each asset over a 5, 10, and 20-year period? • What is the building and system lifecycles? • What should the annual budget be to achieve an appropriate level of improvement? • How should the capital improvement plan be prioritized, based on available funding? • How can operation and maintenance costs be stabilized and / or reduced? “It was a pleasure working with CannonDesign on our Facility Conditions Assessment in 2014. The work of their staff was outstanding and their expertise and attention to detail were truly valuable for the project.” - Deyanira Rodriguez, Capital Projects Manager Houstonfirst PROJECT UNDERSTANDING 22.e Packet Pg. 747 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 22 | A. ASSESSMENT The scope of services for the City of San Bernardino’s FCNA will include a comprehensive visual assessment of the following: • Building exterior systems including roofs, walls, window systems, exterior doors, drainage, coatings/ finishes, and civil/structural/seismic structural components • Building interior systems including walls, doors and hardware, floors, and ceilings • HVAC, Plumbing, Fire Protection / Suppression, and other applicable Facility Utility Systems • Electrical service and distribution and emergency generators • Interior lighting and branch wiring • Site, non-building infrastructure including parking lots, curbs, sidewalks, access/egress, paving, site lighting and visible head end utility connections PROJECT UNDERSTANDING 22.e Packet Pg. 748 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need CITY OF SAN BERNARDINO| 23 To further define the project scope discussed in this section the FCNA of 176 facilities will include a comprehensive functional assessment that provides the following: 1) Asset identification and information Assets will be identified by building name and building number. Asset information will include the floor / room number, date of construction, gross square footage, and building type. 2) Component / System identification Each major building component / system will be uniquely identified using UniFormat 2010. 3) Deficiency identification Deficiencies requiring attention will be digitally photographed. The cause or nature of each deficiency, and the corrective actions required, will be identified and documented. 4) Deficiency prioritization Prioritization levels for years 1, 2, 3-5, 6-10, and 11- 20 based on severity and anticipated lifecycle, will be given to each deficiency. Estimates for these five priority categories will be escalated based on generally accepted national guidelines. Tracking the implementation of corrective actions and assessing the overall performance of the corrective actions will be utilized with our software. 5) Establishment of useful life criteria for systems and components Action Timeframes, i.e. the recommended window of time in which to make a repair or replacement, and remaining useful life criteria as a result of the field observation will be provided. The published life cycle from the Building Owners and Managers Association (BOMA) life cycle manual will also be provided as a reference point. 6) Cost estimates Cost estimates for corrective actions will be provided by CannonDesign’s cost estimating team. These cost estimates will be broken down into hard costs, those associated with the physical construction of the building and any equipment that is fixed, and soft costs, those associated with architectural and engineering fees, legal fees, pre-construction and post-construction expenses, permits and taxes, insurance, and unfixed furniture and equipment. Contingencies will be included for both costs. PROJECT UNDERSTANDING 22.e Packet Pg. 749 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 24 | 7) Identification of opportunities for cost savings Opportunities for cost savings, cost avoidance, and increasing system efficiencies and performance will be identified and documented. During the assessment, data obtained for each deficiency will be collected and uploaded directly into our software application via our mobile devices. All digital photographs will be uploaded into our software application. These photographs will be taken in sufficient quantity, used to adequately illustrate the assessor’s evaluation, and ultimately used to support the assessment. Upon completion of the assessment we will provide an up-to-date record of each deficiency within the asset. Individual system and component records will include their expected useful lifespan, (i.e. How long should the system or component last?), and how much useful life remains based on visual inspection, (i.e. How long can we expect the system or component to last?). For each deficiency, our assessment team will develop recommendations with associated action costs for repair or replacement. Recommendations will be comprised of a clear description of the system or component, identification of critical issues, and comprehensive, best practice suggestions for remediation of all major deficiencies. Recommendations on current trends in building and system design processes and procedures, standardization of equipment and building components, and support in the creation of a preventative maintenance plan will also be provided. Lastly, addressing the issue of risk is a prime area of concern for any portfolio owner. Our assessors will capture and anticipate all potential failures in order for the City to ensure its assets stay in a state of good repair. Our assessors will employ a series of assessment elements including a score for consequence or risk of failure, severity of failure, system criticality, and a category element (i.e. ADA PROJECT UNDERSTANDING 22.e Packet Pg. 750 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need PROJECT APPROACH 3 22.e Packet Pg. 751 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 22.e Packet Pg. 752 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need CITY OF SAN BERNARDINO| 27 PROJECT APPROACH Our approach starts with building a strong business partnership the City. We believe the best Facility Condition Needs Assessments (FCNA) and Capital Improvement Plans (CIP) are the result of building a partnership between our clients, the assessment team, and the subject matter experts, all working collaboratively to ensure the results are accurate, useful, and leverage the knowledge, creativity and technical input of all involved. Working in direct collaboration with the City and the on-site staff allows our team to better understand the history of the facilities and assets and understand the challenges faced on a daily basis to provide the best assessment possible. We need the City’s on-site staff to relay all that is known, but cannot be easily observed by our team. Together, we will author a dynamic road map to empower you with data-driven metrics, cost- estimates, and condition forecasts to facilitate responsible and informed decision making. Our 3-phase approach is comprised of 9 distinct steps (see figure below). Our process is rooted in providing collaboration touch points (shown in red in figure below) as to allow our assessors and cost estimators to interface with City staff at appropriate intervals. Our first steps are to set the criteria for pre- assessment, site assessment, analysis, and design to meet and exceed the expectations of the City. PRE-ASSESSMENT: DOCUMENT REVIEW AND INTERVIEWS WITH KEY PERSONNEL The primary focus during the pre-assessment phase is to collect all necessary data for the completion of the condition assessment for the portfolio of assets included across the City. A schedule, using the Critical Path Method (CPM), and pre-assessment policies will be developed for data collection prior to the field survey / walk-through phase. The pre-assessment phase requires our team to work very closely with City staff to define the specific condition assessment parameters to ensure that we are meeting all needs and expectations. Additionally, this collaboration will allow us to collect existing facility data including facility inventory, automated drawings, maps, past studies, asset functionality, level of service, reliability, maintenance records, age, use, risk, criticality, and other physical condition assessments. Our team will also require access to the City’s testing and measurement systems, including any Computer Maintenance Management Systems (CMMS), in order to extract relevant data. This data will be verified, validated, and updated during the field assessment. 22.e Packet Pg. 753 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 28 | Our team starts a facility assessment by interviewing available key building staff to understand the daily challenges faced. While the aforementioned documentation is very valuable, we believe that the time spent interviewing key staff, and their provision of first-hand knowledge and experience, is the most valuable information of all. We firmly believe assessments are a true partnership between our teams and the facility personnel we serve. Open communication throughout the process will ensure a valuable product for you to use in making informed decisions. SITE ASSESSMENT - FIELD SURVEY / WALK-THROUGH INSPECTION The site assessment phase is the actual on-site work conducted by our assessment team. The detailed field survey includes a visual inspection of the buildings with the intent of thoroughly documenting all observable deficiencies. Deficiencies will be catalogued using Level 3 and / or Level 5 UniFormat, depending on the overall condition of the system or component, of the 2010 UniFormat standards (see figure below). A trademark of the Construction Specifications Institute (CSI) and Construction Specifications Canada (CSC), UniFormat is a classification system ranging from a broad to a detailed level of building assembly nomenclature. The UniFormat hierarchy catalogues and organizes the major divisions of construction information separated by their special function (see figure below). PROJECT APPROACH 22.e Packet Pg. 754 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need CITY OF SAN BERNARDINO| 29 PROJECT APPROACH In addition to UniFormat, our methodology is also based on assessment protocols in conformance with the ASTM 2018-15 Standard Guide for Property Condition Assessments. This industry standard provides guidance for identifying and communicating physical deficiencies within assets. It is also within the site assessment step that our assessment team will work with the City to select a representative building for the employment of a pilot assessment program. This pilot will allow our teams to establish the assessment criteria for data collection, set format and content for deliverables, and set up our software with any customizable fields needed by the City for any specific standards. The objective of the pilot assessment program is to obtain full approval from the City at the onset of the assessment process to ensure the City receives what it wants, needs, and expects. Additionally, it is in the field site assessment phase that information will be uploaded into our software application via our mobile devices. Data syncs directly to our web-based software from the field. Within the software application, assets (i.e. buildings) are first organized as a total portfolio. The assets are then organized by site, and finally by building. This provides our in-house data analysts with the ability to sort / analyze data in many valuable ways. Using our software application, our team will create an Asset Summary Report (i.e. biography) for each asset. Contained within the Asset Summary Report will be a short description of the building, its size, use, age system descriptions, and additional basic information. Once this is complete, we will break down the facilities by system, component, and finally related equipment. Field verification of the following systems will be provided: 1. Site Site topography, utility connections and shutoffs, facility entry points, paving systems, walkways, ramps, exterior lighting, and drainage will be assessed in order to identify and quantify problematic and / or deficient conditions. Storm water drainage will be observed and discussed as part of field interviews to understand historic problem areas associated with major rain events. 2. Structural Systems and Exterior Architecture Structural frames and building envelopes will be evaluated by an experienced structural engineer and architect working in tandem to assess current issues and provide accurate and appropriate recommendations for remediation. The structural review will begin at the foundation level to ensure the most primary systems continue to operate in a safe condition and take in account seismic evaluations by a licensed California Engineer. Basements and walkable tunnels will be entered as part of this assessment. Crawl spaces will be observed, but not entered. Exterior walls, including exposed foundation walls, and all openings, including doors, windows, vents, skylights, storefronts and curtainwalls will be assessed. Cladding wall and roofing systems will also be assessed. Roofs will be evaluated to ascertain type, flashing and parapet conditions, and general slope and drainage. Specialty exterior construction, (i.e. balconies and staircases) will be assessed. 3. Interior Architecture Interior architectural elements and finishes for all spaces will be assessed, including lobbies, corridors, assembly areas, offices, and restrooms. Our team will observe the condition of floors, walls, ceilings, doors and finishes will be assessed and cataloged in UniFormat. Isolated cosmetic and routine maintenance items will not be the focus of the assessment, and opinions of probable cost will not be determined for these items. 22.e Packet Pg. 755 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 30 | PROJECT APPROACH 4. Mechanical Systems Mechanical systems, equipment, and controls will be assessed in a comprehensive manner at both the system and component levels. Basic heat generation and distribution systems will be identified along with their observed remaining useful life, reported or observed age, significant modifications or alterations, and apparent level of maintenance. Assessment of the condensate piping, meters, and valves will be conducted for all additional serviced buildings. Removal and re-installation of panel or access doors will be the responsibility of the City. 5. Air Conditioning and Ventilation Systems Air conditioning and ventilation systems including chillers, cooling towers, air handlers, split systems, package units, etc. will be assessed. The observed remaining useful life of the equipment, significant system modifications or alterations, and apparent maintenance levels will be documented. Assessment of chilled water service entrance, including supply and return piping, meters, and valves, will be conducted for all additional serviced buildings. Building automation system controls, building management systems, and component equipment will be included in the assessment. The scope, or extent of automated control, of building systems and their associated deficiencies and areas of concern will be documented. 6. Electrical Systems Interior and exterior electrical systems and equipment, including emergency systems, will be assessed in detail. The electrical system including, but not limited to, distribution panels, transformers, meters, emergency generators, lighting systems will also be assessed. 7. Plumbing Systems Interior and exterior plumbing systems, equipment, and fixtures will be assessed. Plumbing systems include exposed piping and domestic hot water production. Piping concealed within walls will be assigned the same condition rating as the exposed, adjacent piping unless alternate anecdotal information is provided during the pre-assessment phase. 8. Life Safety / Fire Protection Systems Life Safety / Fire Protection systems and equipment will be assessed. The adequacy of sprinklers and standpipes, fire alarm systems, smoke detectors, and emergency lighting will be assessed. 9. Telecommunication Systems Telecommunication systems and equipment including data communication, voice communication, audio / visual communication, distributed communication and monitoring, as well as supplementary components will be assessed. Access control and intrusion detection, electronic surveillance, detection and alarm, electronic monitoring, control, and safety / security supplementary components will also be assessed. 10. Vertical Transportation Systems Vertical transportation systems and equipment will be assessed. The number of elevator / escalators, elevator reliability, cab finishes, time of life, and any observed or reported deficiencies will be documented and assessed. 11. General ADA Compliance The ADA assessment focuses on barrier removals including site accessibility, access to building products and services, restrooms, and communication features. Only a visual identification and documentation of items that appear to be in non-compliance will be performed. Our ADA assessment will be conducted by a CASP certified specialist. We will document non- conformances based on the State of California and DOJ regulations. Recommendations for remediation and budget cost estimates will be provided 12. Forecasting Replacement, Renewal and Preventative Maintenance Planning A prime area of concern for any large portfolio owner is addressing the issue of risk. What are the consequences if a particular asset were to experience a failure? Would there be a regulatory concern that would lead to a fine? Would the owner be exposing the public to a safety condition that would have 22.e Packet Pg. 756 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need CITY OF SAN BERNARDINO| 31 consequences on confidence, public outcry or bad press? Your team needs to be confident that the maintenance strategy and forecasting of capital improvement needs over the term of the CIP are capturing and anticipating those repairs that will avoid potential failure and maintains assets and facilities in a state of good repair. A series of assessment elements can be used to determine an Asset Risk Index (ARI). These elements integrate the FCI as the prime condition factor. Other elements that could be used include a score for consequence or risk of failure, severity of failure, system criticality, a category element (life safety versus a code issue, ADA and accessibility), and asset type/use (public versus private access ways). Our team will work with the City to jointly define which of these are pertinent for the City’s facilities. Typically in a workshop setting with all stakeholders, we will look at all condition based factors, risk of failure and other business factors for determining a prioritization strategy (revenue, occupants, funding sources, etc.). A definition of terms will be prepared and rankings assigned. With supporting data, the City could include the element of green and sustainable (energy, materials, water, etc.) opportunities as part of the strategy. Based on this understanding, the budget strategy we propose would be as follows: • Define deficiency categorization (preservation, upgrade, renewal) • Define deficiency prioritization (cost, action date) • Define budgets based on portfolio, campus, buildings, systems and align with deferred maintenance plan Once this plan has been established, our facilities team at CannonDesign and Z&K Consultants will review existing Preventive Maintenance (PM) Plans that coincide with how funding will be allocated and provide best practice recommendations. PM planning is essential to any client or facility manager who wants to: ensure that their facility’s equipment and systems are performing at the highest level of efficiency; realize both immediate and long- term savings; know how their equipment is performing, and realize time savings, on maintenance tasks. Implementing a well- developed plan for each system and/or equipment item that requires maintenance will improve the operational efficiency and life expectancy of those assets while likely decreasing energy usage. Through regular maintenance, these assets will go through less strain, helping to conserve both the energy used and life of the equipment, reducing operation and maintenance costs dramatically. By planning and scheduling for routine maintenance, the risk of emergency repairs or replacements is greatly reduced. Another added cost when systems and equipment have deferred maintenance is that of unplanned downtime of the asset and the shutdown of anything else impacted by the asset. These unexpected equipment failures can have a considerable negative effect on staff and production. CannonDesign will help the City develop a client-site- building specific PM Plan per site. We offer a Microsoft Excel-based electronic file template that is populated with the system and equipment information unique to each facility. During an (FCNA) CannonDesign’s field team collects data such as manufacturer, capacity, model and serial numbers, voltage, horsepower and other relevant information for each asset, obtained from the City’s work order system. If this data is not available, our team can collect it as part of the FCNA at a negotiated additional service to the contract. Once the data is obtained, we enter it into the PM Plan Excel template (and the software database if required in the scope). The PM Plan has multiple tabs that can be customized as needed to fit the City’s requirements. The PM list for every asset includes dates, intervals, and activities to perform and automatically generates scheduled tasks based on industry best practice and national standards, as well as other manufacturer- specific recommendations for service. The PM Plan provides a framework for the City to proactively manage and maintain all facilities optimally. PROJECT APPROACH 22.e Packet Pg. 757 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 32 | PROJECT APPROACH 13. Hazardous Materials Suspected hazardous materials will be noted and documented by Z&K qualified Engineers. Where hazardous materials are suspected, teams will not enter until classification of the type of hazardous material(s) and all necessary precautions are outlined by the facility manager. This assessment will not be a hazardous material report, and destructive and analytical testing will not be performed. Deficiencies located adjacent or integrated with suspected hazardous materials will include contingencies in the cost estimate to account for the likely increase in cost to make repairs or replacements. 13. Photographs and Recordings Our teams will take digital photographs of the assets’ exteriors, interiors, and any observed deficiencies. Deficiencies are any repair and / or replacement issues including systems or components that are unsafe, broken / damaged, can no longer perform the intended function, or do not conform to current codes. Each deficiency will be documented per our sample report. Additionally, each deficiency will be individually classified by priority, category (cause of issue), and prime system, with a cost estimate for remediation. ANALYSIS AND COLLABORATION During this phase, the City staff is asked to review all of our findings. The review will present a clear and accurate assessment of the short-term needs and long- term system renewals, with associated costs. Results of the review will give City staff the opportunity to explore alternative funding strategies for restoring and maintaining a targeted level of asset condition and subsequent risk. Additionally, City staff will be able to ascertain the impact of various funding levels on the Facility Condition Index (FCI) of the assets, or alternatively, the funding requirements to achieve a specific asset FCI. Cost estimates for forecasting and corrective actions assist with the beginning stages of both the planning and project processes. Action costs consist of burdened subcontractor construction costs based on regional materials and prevailing labor wage rates. A contingency factor is included within each unit price and averages approximately 15%. Additional mark-ups including General Contractor / Construction Manager (GC / CM), Overhead and Profit (OH & P), escalation, and soft costs are typically applied during the project planning phase, dependent on the project delivery method. The above unit prices are integrated into our software application and align with CannonDesign’s estimating database. Unit prices include adjustment options based on region, and escalation factors. Deficiencies identified in the FCNA are broken down and assigned anticipated renovation costs by CannonDesign’s cost estimators. These cost efforts are included for the purpose of project planning. 22.e Packet Pg. 758 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need CITY OF SAN BERNARDINO| 33 PROJECT APPROACH The associated estimated costs are defined as follows: Unit Cost – Includes all labor and material required to replace a system or component, or fees to hire a contractor directly to replace a system or component. The unit cost typically includes incidental work or materials not specifically identified. Examples of unit costs include demolition, piping and ductwork connections, electrical connections, controls, and balancing. Each unit cost is comprised of anticipated items required for system or component replacement. Unit costs may also include subcontractor mark- ups and contingencies. CannonDesign and Z&K Consultants utilize its extensive, historic database of contractor pricing, manufacturer quotes, bid results, and estimating resources to determine unit costs. Unit cost items are not quantifiable, and not identified elsewhere; for example cutting and patching of partial ceiling removals for component access. Unit costs exclude General Contractor / Construction Manager (GC / CM) mark-ups, soft costs, escalation, inflation, overtime, and off-hours work. Clear delineation is necessary to avoid double-counting for multiple system or component replacements. Additional project costs, coordination costs, and premiums for working conditions are added using the planning module in our application software. Repair Factor – Determined by the assessor in the field. An assigned repair factor of 100% illustrates full replacement of the assessed system or component is necessary. Action Cost – Represents the total price of a specified quantity of a system or component to be repaired or replaced. The action cost is determined by multiplying the repair factor by the quantity and unit price; i.e. Repair Factor x Quantity x Unit Price. Project Cost – Costs tailored to match the delivery method and include a contractor’s overhead and profit, general conditions and other soft costs, contingencies, design costs, permits, and bidding. Current Replacement Value (CRV) – The cost of labor, material, and equipment, including demolition, at the present time, which would be required to replace a building or asset. Our team will calculate the CRVs based on current cost trends and validate the values. Once validated and we are in agreement with the newly established CRVs, we will use them to calculate the Facility Condition Index (FCI) and Discipline Condition Index (DCI). The FCI and DCI are comparative indicators of the relative condition of the facilities and individual systems. The FCI is the quotient of the Deferred Maintenance Deficiencies (DMD) divided by the CRV. The FCI provides you with a method of measurement to determine the relative condition of a single building, group of buildings, or the total facility. The DCI is the quotient of the repair or replacement cost divided by the replacement value of the component or assembly. Both the FCI and DCI are calculated automatically in our software application. These values provide a measurement method to determine the building’s system conditions, as well as systems across building groups, to facilitate benchmarking and strategic planning. From our software application we will generate a list of all requirements detailing each of the building’s needs, including renewal of systems, over the coming five years. System renewal needs are also projected beyond five years for long-term planning. 22.e Packet Pg. 759 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 34 | At CannonDesign and Z&K Consultants, our comprehensive project management plan addresses how we coordinate work, ensure that objectives are met, outline our scheduling and quality review process, adhere to contract values, employ resource management, utilize communication methods, and apply risk management tactics. We have developed, tested, and refined our project management process through the review of thousands of facilities and assessment of hundreds of millions of square feet. Our project management process is presented as follows. • We coordinate work throughout the contract term by assigning a dedicated team to the project, working from project start to final acceptance of deliverables – without deviation to other assessment projects. Our project manager is assisted by a lead assessor, who manages a field team of two to four of our experienced dedicated facility condition assessors. • We ensure that the project meets all the requirements by recommending and conducting a pilot building assessment report. The pilot building is assessed and reported on in full prior to delivery of the total portfolio of reports. This gives the asset owners the opportunity to test, inform, and refine the process on a small scale and then authorize commencement based on a physical model of minimum standards. This ensures that our clients get what they want, expect, and need. We recommend this process on every project on which we participate. PROJECT APPROACH 22.e Packet Pg. 760 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need CITY OF SAN BERNARDINO| 35 • We complete our work on time. We schedule all of our work using a critical path method (CPM) schedule and work with our clients to confirm expectations at project onset. We have on-staff dedicated assessors that can be added to any project to overcome scheduling obstacles. • We manage our quality processes at three levels. The initial quality control (QC) point is the individual assessors ‘self QC’, that is, time dedicated in the project schedule to review one’s own work. Following this is the review of work by the project manager. We have built several custom reports, databases, and QC tools that allow the project manager to review and advise the team on the need for revisions. Following corrections by assessors, the entire portfolio is then quality assured by a project manager peer review. • The fee proposal, or in some cases a menu of choices, is final and sacred once accepted by our client. CannonDesign FOS and Z&K Consultants have a strict zero change order policy and record. Any cost overruns incurred on the proposed scope of work are the responsibility of CannonDesign and Z&K Consultants. Additional assessment work, outside of the initial scope, is quoted in the proposal at a cost per square foot so that clients can add or subtract scope as necessary. Any other new work, from our suite of facility management support offerings, will be presented in writing for written acceptance prior to execution. • We have dedicated team resources within our group. The resources are managed by the Project Manager in a week-by-week and day-by-day schedule. Every team member is briefed on the scope of the project, the specific goals of the client, and the strict project milestones. Team meetings and check-ins are held on a daily basis. As before, if additional resources are needed, we can scale up at any time to ensure completion on schedule. • We truly believe that an assessment is a partnership between our facility staff and our client’s facility and planning staff. We endeavor to build a collaborative relationship and relate to clients at all levels. By building this collaborative relationship early on during the pilot building assessment report, we lay the ground work for expectations, methodology, and effective communication. We have found the key to effective communication is frequent, open, and documented communication. We accomplish this with pre-planned project leadership meetings, frequent check-ins, candid conversations, and minutes which record decisions, client direction, and any course correction or adjustment that has been made. • In our experience there are three major risks in the Facility Condition Assessment process: 1) disruption of facility staff responsibilities, 2) users that are unprepared for visitors, and 3) locked doors. We mitigate these risks in the following ways. First we demonstrate the various options for facility staff participation. This can range from full- escorts, partial-escorts, or the issuance of master keys or key cards to our staff. Secondly, we publish a day-by-day field visit schedule at the project onset so that the client’s staff can appropriately inform users of our presence and purpose. Finally, the greatest risk to our process is the lack of access. We work to educate our clients on the field teams needs and ensure that access to spaces is provided and that the client’s project manager will ensure that there is staff with a key, or a key to be entrusted to our staff, to open the locked door and eliminate the potential for lost time. We have mitigated other risks through rigorous training, e.g. no photos with people in them are taken under any circumstances. Simple training points such as this greatly limit, reduce, and have eliminated risks. PROJECT APPROACH 22.e Packet Pg. 761 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 36 | 22.e Packet Pg. 762 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need PROJECT TEAM & QUALIFICATIONS 4 22.e Packet Pg. 763 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 22.e Packet Pg. 764 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need CITY OF SAN BERNARDINO| 39 PROJECT TEAM AND QUALIFICATIONS PROCESS LEADERS ELECTRICAL / TECHNOLOGY Nicholas Derr, Assoc. AIA Lead Technical Writer Mark Schrock, Assoc. AIA Project Manager Daniel Green, AIA, CDT, LEED AP QA/QC Leader Zack Fagih, PE CBO MSCE QSD/ QSP Project Leader Z&K Consultants Joseph Cassata, RA, NCARB Project Principal MECHANICAL / PLUMBING / FIRE PROTECTION Joseph Brady Mechanical Field Assessor Steven Hooks, PE, LEED AP BD+C Lead Mechanical Field Assessor Paul Rudz, CDT Mech-Plumb-Fire Protection Field Assessor / Cost Estimator Kenneth Wasson, PE Lead Electrical Field Assessor Randy Heim, IFMA, FMP Electrical Field Assessor Gerard Horner Electrical/Technology Cost Estimator ARCHITECTURAL / CIVIL / STRUCTURAL Richard Mrugala Architectural Field Assessor Daniel Barone, MBA, AIA Lead Architect / Code Compliance Life Safety / ADA Angelo Tasca Architectural / Civil / Structural Cost Estimator Z&K CONSULTANTS INC. Samuel Ghaly, CASP Certified Accessibility Specialist Professional Dr. Ahmad Ibrahim Senior Structural Engineer, Structural Integrity/Seismic Retrofit Specialist Nick Jones Lead Electrical Specialist Support from over 1,200 CannonDesignersGregory Hunkle Lead Electrical Specialist Dion Castro, QSD/QSP/ Environmental/Bio Specialist (TOR) Jamal Zughbi Lead Mechanical Engineer (HVAC) Kara Moore Software Technology and Process Leader Catherine Tinkler PMP, EBCP, LEED AP Operations & Maintenance Reviewer Brandon Dekker, MS, DBIA, LEED GA Client Leader The CannonDesign/Z&K team collectively have 5 offices in the State of California consisting of California licensed architects and engineers available to support this project. 22.e Packet Pg. 765 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 40 | JOSEPH S CASSATA, RA, NCARB Project Principal Joe leads CannonDesign’s Facility Optimization Solutions (FOS) group that provides facility optimization, asset management and maintenance planning services to clients with diverse portfolios. These services include Facility Condition Assessments (FCA), ADA compliance and accessibility studies, building Life/Safety studies, and contractibility/feasibility assessments. Joe has 30 plus years of professional experience as a facilities architect, project manager and principal, combining expertise in technical documentation, project organization, and contract administration in education, healthcare, government, and corporate projects. Education BA Environmental Design, State University of New York at Buffalo, 1988 MA Architecture, State University of New York at Buffalo, 1993 Registrations Registered Architect, NY EXPERIENCE City of Sacramento, Facility Condition Assessment, CA Facility Condition Assessment and Structural / Seismic Evaluations Assessments for 204 assets toataling 3.9 million sf. City of Santa Rosa, Facility Assessment and Maintenance Analysis, Santa Rosa, CA Facility Condition Assessment and Structural / Seismic Evaluations Assessments includes 115 assets totaling 651,327 sf. Charlotte County (FL), Comprehensive Facilities Condition Assessment, Port Charlotte, FL Comprehensive Facility Condition Assessment for 115 municipal buildings and sites totaling 1.7 million sf. Facility types include parks, sports venues, cultural centers, libraries, justice center, fire stations, sheriff and emergency operations centers, jails, community centers, maintenance and utility structures, and election county administrative facilities. City of Buffalo, Facility Assessment, Buffalo, NY Evaluation of existing facility condition data for the creation and implementation of a 10 year capital improvement plan for over 300 city owned facilities equaling 4.4 million sf for comprehensive FCA and long-range planning. Houston First, Facility Condition Assessment, Houston, TX Comprehensive multi-disciplined facility condition assessment of over 8 million sf of entertainment facilities throughout the city of Houston. Town of Perinton, Town Wide Facility Assessment, Fairport, NY This Facility Condition Assessment included 31 buildings and associated sites including a town hall, community center, public works buildings, park structures and sites across an asset portfolio of approximately 1.2 million sf. 22.e Packet Pg. 766 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need CITY OF SAN BERNARDINO| 41 BRANDON DEKKER, MS, DBIA, LEED GA Client Leader Brandon has more than 17 years of management experience including 13 years in the field of design and construction. As a former principal at gkkworks and now CannonDesign, his responsibilities include building relationships with clients while collaborating with the operations team to deliver “best in class” professional services and quality projects. With a focus on the overall success of the project, Brandon is an expert in the development of customized solutions for clients that satisfy their unique concerns and needs. Education Master of Science, Construction Management, Drexel University Bachelor of Arts, Business, Vanguard University Innovation in Entrepreneurship Program, Stanford University Professional Affiliations Designated Design-Build Professional, Design-Build Institute of America Board Member, DBIA Western Pacific Region LEED Green Associate Board Member, Construction Management Association of America, Southern California Chapter Urban Land Institute GKK Works - Relevant Experience City of Orange - Steve Ambriz Memorial Park County of Riverside - Perris Valley Aquatic Center (Riverside County Economic Development Agency) City of Indio - Facility Inventory / Condition Assessment, Phase I City of La Quinta - Facility Condition Assessment Program for all City buildings College of the Desert - Indio Off-site Facility - East Valley Education Center Los Angeles Community College District - Pierce College Maintenance & Operations Facility & Net Zero Plant - West Los Angeles Campus Program Management Jurupa Unified School District - Mission Bell Elementary School Renovation 22.e Packet Pg. 767 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 42 | MARK SCHROCK, ASSOC. AIA Project Manager Mark is a Project Manager in CannonDesign’s Facility Optimization Solutions (FOS) group. His expertise in construction project management includes education, healthcare, government, office, and corporate projects. Mark has extensive knowledge and proven leadership in building construction that is further complemented by delivery of more than 15 years of architecturally led Design/ Build projects. Proficient in both architectural and construction environments, he provides senior leadership and a commitment to quality that benefit both the clients and the project teams he serves. Education Certificate Construction Management, California State Polytechnic University Registrations General Building Contractor, CA, NY Professional Affiliations American Institute of Architects Project Management Institute US Green Building Council Member (USGBC) EXPERIENCE City of Sacramento, Facility Condition Assessment, CA Facility Condition Assessment and Structural / Seismic Evaluations Assessments for 204 assets toataling 3.9 million sf. City of Santa Rosa, Facility Assessment and Maintenance Analysis, Santa Rosa, CA Facility Condition Assessment and Structural / Seismic Evaluations Assessments includes 115 assets totaling 651,327 sf. Charlotte County (FL), Comprehensive Facilities Condition Assessment, Port Charlotte, FL Comprehensive Facility Condition Assessment for 115 municipal buildings and sites totaling 1.7 million sf. Facility types include parks, sports venues, cultural centers, libraries, justice center, fire stations, sheriff and emergency operations centers, jails, community centers, maintenance and utility structures, and election county administrative facilities. City of Buffalo, Facility Assessment, Buffalo, NY Evaluation of existing facility condition data for the creation and implementation of a 10 year capital improvement plan for over 300 city owned facilities equaling 4.4 million sf for comprehensive FCA and long-range planning. Houston First, Facility Condition Assessment, Houston, TX Comprehensive multi-disciplined facility condition assessment of over 8 million sf of entertainment facilities throughout the city of Houston. Town of Perinton, Town Wide Facility Assessment, Fairport, NY This Facility Condition Assessment included 31 buildings and associated sites including a town hall, community center, public works buildings, park structures and sites across an asset portfolio of approximately 1.2 million sf. 22.e Packet Pg. 768 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need CITY OF SAN BERNARDINO| 43 ZACK FAQIH, MSCE, PE, QSD/P C.B.O. EDUCATION »MSCE - Structures Cal State Fullerton 2005 »BSCE - Civil /Transportation Cal State LA 1985 LICENSES & REGISTRATION »Professional Engineer, P.E. State of California, C57958 »Certified Building Official, C.B.O., CABO / ICC #3741 »Certified Plans Examiner, I.C.B.O., #1020345-60 »Certified Mechanical Inspector I.C.B.O. #1020345-40 »Certified Plumbing Inspector I.C.B.O. #1020345-30 »Certified Electrical Inspector I.C.B.O. #1020345-20 »SWPPP (QSD) & (QSP) Certificate # 22055 »OSHA 30 Hour Construction Safety & Health »State Certified HERS Rater »Certified Emergency Inspector »C.G.B.P Certified Green Building Inspector »Certified Special Inspector for Fire Proofing »Certified Special Inspector for Structural Welding »Certified Special Inspector for Structural Steel »Certified Special Inspector for Reinforced Concrete »Certified Accessibility Inspector/Plans Examiner ZACK FAQIH, MSCE, PE, QSD/P C.B.O. Project Manager Zack has more than 29 years of construction and project management experience in both private and public sectors. He has demonstrated expertise in all aspects of project and construction management through a wide range of responsibilities including budget analysis, contract negotiations, schedule development and assessment, constructability reviews, bid document review, project closure documentation, stakeholders and team coordination, quality control, quality assurance, and management of the flow of information between project members and stakeholders. His unique background in contracting and general construction, coupled with his many assignments serving as the owner’s representative, gives Zack a very unique perspective and skill set that is the basis of his highly successful history of project delivery. Zack is well versed in the residential, commercial, and industrial plan reviews and inspections of architectural, structural, building, plumbing, mechanical, and electrical plans. Zack has extensive experience managing multiple projects requiring interfacing and coordination with Caltrans, counties, funding agencies, Federal-FHWA/BIA, railroad and utility companies, and environmental and regulatory agencies. Relevant Project Experience 12 Building Seismic Retrofit, West County Wastewater District, CA » Resident Engineer / Construction Manager Provided construction and project management services that included the 50/95% and 100% design review and support. A full constructability review was completed and incorporated into the design prior to going out to bid. Special inspection services for a total of 12 buildings that required seismic retrofitting at the WCWD Pollution Control Plant. This project utilizes the special State Revolving Funding (SRF) application. Inland Empire Utilities Agency, CA » Resident Engineer / Lead Construction Inspector Resident Engineer/Lead Construction Inspector for this multi-story, steel construction, New laboratory intended to replace the existing facility and consolidate Agency staff in a single location. Maintain the project filling system as per the project requirement to assure the state funding requirements, monitor the progress and development of the BIM model, monitor and document the required gold LEED project certification, assisted the Agency in the resolution of existing claims with the contractor based on prior construction management approach issues. Inspection per existing ordinance and special codes on: concrete, masonry, rebar, plumbing, electrical, HVAC, Fire sprinkler. Coordinate weekly meeting with the contractor and the owner rep from the Agency, close out. 22.e Packet Pg. 769 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 44 | DANIEL N. GREEN, AIA, CDT, LEED AP Quality Review Leader Dan is a Project Manager and the Quality Leader in CannonDesign’s Facility Optimization Solutions (FOS) group. Dan specializes in project management of comprehensive, time sensitive facilities assessments for large institutional clients, including government and corporate organizations nationwide. NICHOLAS DERR, ASSOC. AIA Lead Technical Writer Nick is a Project Manager and Technical Writing Leader in CannonDesign’s Facility Optimization Solutions (FOS) group. He is responsible for tailoring each assessment report to ensure that it is a useful and valuable planning tool that meets and exceeds each client’s needs. EXPERIENCE City of Sacramento, CA Facility Condition Assessment and Structural / Seismic Evaluations Assessments for 204 assets totaling 3.9 million sf. City of Santa Rosa, Santa Rosa, CA Facility Condition Assessment and Structural / Seismic Evaluations Assessments for 115 assets totaling 651,327 sf. Charlotte County (FL), Port Charlotte, FL Comprehensive Facility Condition Assessment for 115 municipal buildings and sites totaling 1.7 million sf. Facility types included parks, sports venues, cultural centers, libraries, justice center, fire stations, sheriff and emergency operations centers, jails, community centers, maintenance and utility structures, and election and county administrative facilities. City of Buffalo, Buffalo, NY Evaluation of existing facility condition data for the creation and implementation of a 10-year Capital Improvement Plan for over 300 city owned facilities totaling 4.4 million sf for comprehensive FCA and long- range planning. Houston First, Houston, TX Comprehensive multi-disciplined facility condition assessment of over 8 million sf of entertainment facilities throughout the city of Houston. Town of Perinton, Fairport, NY This Facility Condition Assessment included 31 buildings and associated sites totaling 1.2 million sf. EXPERIENCE City of Sacramento, CA Facility Condition Assessment and Structural / Seismic Evaluations Assessments for 204 assets totaling 3.9 million sf. City of Santa Rosa, Santa Rosa, CA Facility Condition Assessment and Structural / Seismic Evaluations Assessments for 115 assets totaling 651,327 sf. Charlotte County (FL), Port Charlotte, FL Comprehensive Facility Condition Assessment for 115 municipal buildings and sites totaling 1.7 million sf. Facility types included parks, sports venues, cultural centers, libraries, justice center, fire stations, sheriff and emergency operations centers, jails, community centers, maintenance and utility structures, and election and county administrative facilities. City of Buffalo, Buffalo, NY Evaluation of existing facility condition data for the creation and implementation of a 10-year Capital Improvement Plan for over 300 city owned facilities totaling 4.4 million sf for comprehensive FCA and long- range planning. Houston First, Houston, TX Comprehensive multi-disciplined facility condition assessment of over 8 million sf of entertainment facilities throughout the city of Houston. Town of Perinton, Fairport, NY This Facility Condition Assessment included 31 buildings and associated sites totaling 1.2 million sf. 22.e Packet Pg. 770 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need CITY OF SAN BERNARDINO| 45 NICHOLAS DERR, ASSOC. AIA Lead Technical Writer CATHERINE TINKLER, PMP, EBCP, LEED AP O+M Operations & Maintenance Reviewer KARA-ANN MOORE Software Technology & Process Leader Kara is an Information Technology Specialist and the Software Leader in CannonDesign’s Facility Optimization Solutions (FOS) group. Kara partners, trains, and supports clients to manage their Facility Condition Assessment and building databases. Kara’s experience in information technology, software support, and software training includes overseeing software development for the FOS group. Catherine brings organizational administrative experience to CannonDesign, and is a bridge for clients to explore operations and maintenance challenges. Having worked as the Director of Strategic Planning and Special Projects, she has explored and delivered a variety of projects as large as new buildings and a re-envisioned master plan to inter-departmental moves. With experience in space utilization studies, renovations, and energy conservation initiates, her project management and communication skills are an asset to each project. EXPERIENCE - * Experience from previous employer Town of Perinton, Fairport, NY This FCA included 31 buildings and associated sites including a town hall, community center, public works buildings, park structures and sites across an asset portfolio of approximately 1.2 million sf. LCU Campus-wide CMMS Conversion, Lubbock Christian University –Lubbock, TX * A comprehensive project was launched to transfer the maintenance department operations to a new Computerized Maintenance Management System (CMMS). Identification of software options, selection analysis, coordination with the IT department, and existing data preparation laid the foundation for the project. Oversight of the transfer of data, training of maintenance staff and end-users, as well as monitoring of migration ensured that the conversion process was successful. LCU Campus Master Plan, Lubbock Christian University – Lubbock, TX * Tied to the renewal of the campus strategic plan, this project updated the campus master planning elements of building and parking sites, traffic flow, utility infrastructure, and academic program growth. George R. Brown Convention Center LEED:EBOM Recertification, Houston First Corporation –Houston, TX * This project resulted in the successful recertification of the 2.2 million sf George R. Brown Convention Center as LEED Silver. The Existing Building: Operations + Maintenance requirements were analyzed for compliance including the following prerequisites and select credits: ASHRAE Level 1 analysis, on-going Commissioning, water efficiency and energy usage analysis, occupant comfort and transportation surveys, enhanced refrigerant management, and other documentation to support adherence to LEED guidelines. EXPERIENCE City of Sacramento, CA Facility Condition Assessment and Structural / Seismic Evaluations Assessments for 204 assets totaling 3.9 million sf. City of Santa Rosa, Santa Rosa, CA Facility Condition Assessment and Structural / Seismic Evaluations Assessments for 115 assets totaling 651,327 sf. Charlotte County (FL), Port Charlotte, FL Comprehensive Facility Condition Assessment for 115 municipal buildings and sites totaling 1.7 million sf. Facility types included parks, sports venues, cultural centers, libraries, justice center, fire stations, sheriff and emergency operations centers, jails, community centers, maintenance and utility structures, and election and county administrative facilities. City of Buffalo, Buffalo, NY Evaluation of existing facility condition data for the creation and implementation of a 10-year Capital Improvement Plan for over 300 city owned facilities totaling 4.4 million sf for comprehensive FCA and long- range planning. Houston First, Houston, TX Comprehensive multi-disciplined facility condition assessment of over 8 million sf of entertainment facilities throughout the city of Houston. Town of Perinton, Fairport, NY This Facility Condition Assessment included 31 buildings and associated sites totaling 1.2 million sf. 22.e Packet Pg. 771 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 46 | STEVEN L. HOOKS, PE, LEED AP BD+C Lead Mechanical Field Assessor JOSEPH BRADY Mechanical Field Assessor Steve is a Lead Assessor in CannonDesign’s Facility Optimization Solutions (FOS) group. He is primarily responsible for leading assessment teams performing complex on-site Facility Condition Assessments (FCA), analyzing the data, and providing Mechanical, Electrical, and Plumbing expertise to clients regarding facility improvements. Joseph is a Facilities Engineer in CannonDesign’s Facility Optimization Solutions (FOS) group. His facility engineering and assessment expertise for large institutional clients includes K-12 school systems, major universities, healthcare, military, maritime, transportation, government, and corporate organizations. EXPERIENCE City of Sacramento, CA Facility Condition Assessment and Structural / Seismic Evaluations Assessments for 204 assets totaling 3.9 million sf. City of Santa Rosa, Santa Rosa, CA Facility Condition Assessment and Structural / Seismic Evaluations Assessments for 115 assets totaling 651,327 sf. Charlotte County (FL), Port Charlotte, FL Comprehensive Facility Condition Assessment for 115 municipal buildings and sites totaling 1.7 million sf. Facility types included parks, sports venues, cultural centers, libraries, justice center, fire stations, sheriff and emergency operations centers, jails, community centers, maintenance and utility structures, and election and county administrative facilities. City of Buffalo, Buffalo, NY Evaluation of existing facility condition data for the creation and implementation of a 10-year Capital Improvement Plan for over 300 city owned facilities totaling 4.4 million sf for comprehensive FCA and long- range planning. Houston First, Houston, TX Comprehensive multi-disciplined facility condition assessment of over 8 million sf of entertainment facilities throughout the city of Houston. Town of Perinton, Fairport, NY This Facility Condition Assessment included 31 buildings and associated sites totaling 1.2 million sf. EXPERIENCE City of Sacramento, CA Facility Condition Assessment and Structural / Seismic Evaluations Assessments for 204 assets totaling 3.9 million sf. City of Santa Rosa, Santa Rosa, CA Facility Condition Assessment and Structural / Seismic Evaluations Assessments for 115 assets totaling 651,327 sf. Charlotte County (FL), Port Charlotte, FL Comprehensive Facility Condition Assessment for 115 municipal buildings and sites totaling 1.7 million sf. Facility types included parks, sports venues, cultural centers, libraries, justice center, fire stations, sheriff and emergency operations centers, jails, community centers, maintenance and utility structures, and election and county administrative facilities. City of Buffalo, Buffalo, NY Evaluation of existing facility condition data for the creation and implementation of a 10-year Capital Improvement Plan for over 300 city owned facilities totaling 4.4 million sf for comprehensive FCA and long- range planning. Houston First, Houston, TX Comprehensive multi-disciplined facility condition assessment of over 8 million sf of entertainment facilities throughout the city of Houston. Town of Perinton, Fairport, NY This Facility Condition Assessment included 31 buildings and associated sites totaling 1.2 million sf. 22.e Packet Pg. 772 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need CITY OF SAN BERNARDINO| 47 PAUL H. RUDZ, CDT Mechanical, Plumbing-Fire Protection Field Assessor/Cost Estimator Paul is a Lead Assessor in CannonDesign’s Facility Optimization Solutions (FOS) group. He specializes in mechanical, plumbing and fire protection systems in a variety of building typologies including government and corporate facilities. Paul possesses 30 plus years of combined experience in Facility Condition Assessments (FCA), project management, construction, and cost estimating of critical building systems. KENNETH WASSON, PE Lead Electrical Field Assessor Ken is a Senior Facilities Condition Engineer in CannonDesign’s Facility Optimization Solutions (FOS) group for electrical systems. Ken's facility engineering and assessment expertise for large clients includes telecommunications facilities, K-12 school systems, college/universities, financial data centers, and healthcare. EXPERIENCE City of Sacramento, CA Facility Condition Assessment and Structural / Seismic Evaluations Assessments for 204 assets totaling 3.9 million sf. City of Santa Rosa, Santa Rosa, CA Facility Condition Assessment and Structural / Seismic Evaluations Assessments for 115 assets totaling 651,327 sf. Charlotte County (FL), Port Charlotte, FL Comprehensive Facility Condition Assessment for 115 municipal buildings and sites totaling 1.7 million sf. Facility types included parks, sports venues, cultural centers, libraries, justice center, fire stations, sheriff and emergency operations centers, jails, community centers, maintenance and utility structures, and election and county administrative facilities. City of Buffalo, Buffalo, NY Evaluation of existing facility condition data for the creation and implementation of a 10-year Capital Improvement Plan for over 300 city owned facilities totaling 4.4 million sf for comprehensive FCA and long- range planning. Houston First, Houston, TX Comprehensive multi-disciplined facility condition assessment of over 8 million sf of entertainment facilities throughout the city of Houston. Town of Perinton, Fairport, NY This Facility Condition Assessment included 31 buildings and associated sites totaling 1.2 million sf. EXPERIENCE City of Sacramento, CA Facility Condition Assessment and Structural / Seismic Evaluations Assessments for 204 assets totaling 3.9 million sf. City of Santa Rosa, Santa Rosa, CA Facility Condition Assessment and Structural / Seismic Evaluations Assessments for 115 assets totaling 651,327 sf. Charlotte County (FL), Port Charlotte, FL Comprehensive Facility Condition Assessment for 115 municipal buildings and sites totaling 1.7 million sf. Facility types included parks, sports venues, cultural centers, libraries, justice center, fire stations, sheriff and emergency operations centers, jails, community centers, maintenance and utility structures, and election and county administrative facilities. City of Buffalo, Buffalo, NY Evaluation of existing facility condition data for the creation and implementation of a 10-year Capital Improvement Plan for over 300 city owned facilities totaling 4.4 million sf for comprehensive FCA and long- range planning. Houston First, Houston, TX Comprehensive multi-disciplined facility condition assessment of over 8 million sf of entertainment facilities throughout the city of Houston. Town of Perinton, Fairport, NY This Facility Condition Assessment included 31 buildings and associated sites totaling 1.2 million sf. 22.e Packet Pg. 773 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 48 | RANDY HEIM, FMP Electrical Field Assessor GERARD P. HORNER Electrical/Technology Cost Estimator Gerard is a Facility Condition Assessor in CannonDesign’s Facility Optimization Solutions (FOS) group and CannonDesign’s electrical estimating specialist. He provides Facility Condition Assessments (FCA) for electrical, mechanical, plumbing, and fire protection systems in a variety of building typologies including government and corporate buildings. Randy is an Electrical Systems Assessor and Facilities Engineer in CannonDesign’s Facility Optimization Solutions (FOS) group. He provides Facility Condition Assessments (FCA) for electrical, mechanical, plumbing, and fire protection systems in a variety of building typologies including education, healthcare, industrial, manufacturing, government, and corporate organizations. EXPERIENCE City of Sacramento, CA Facility Condition Assessment and Structural / Seismic Evaluations Assessments for 204 assets totaling 3.9 million sf. City of Santa Rosa, Santa Rosa, CA Facility Condition Assessment and Structural / Seismic Evaluations Assessments for 115 assets totaling 651,327 sf. Charlotte County (FL), Port Charlotte, FL Comprehensive Facility Condition Assessment for 115 municipal buildings and sites totaling 1.7 million sf. Facility types included parks, sports venues, cultural centers, libraries, justice center, fire stations, sheriff and emergency operations centers, jails, community centers, maintenance and utility structures, and election and county administrative facilities. City of Buffalo, Buffalo, NY Evaluation of existing facility condition data for the creation and implementation of a 10-year Capital Improvement Plan for over 300 city owned facilities totaling 4.4 million sf for comprehensive FCA and long- range planning. Houston First, Houston, TX Comprehensive multi-disciplined facility condition assessment of over 8 million sf of entertainment facilities throughout the city of Houston. Town of Perinton, Fairport, NY This Facility Condition Assessment included 31 buildings and associated sites totaling 1.2 million sf. EXPERIENCE City of Sacramento, CA Facility Condition Assessment and Structural / Seismic Evaluations Assessments for 204 assets totaling 3.9 million sf. City of Santa Rosa, Santa Rosa, CA Facility Condition Assessment and Structural / Seismic Evaluations Assessments for 115 assets totaling 651,327 sf. Charlotte County (FL), Port Charlotte, FL Comprehensive Facility Condition Assessment for 115 municipal buildings and sites totaling 1.7 million sf. Facility types included parks, sports venues, cultural centers, libraries, justice center, fire stations, sheriff and emergency operations centers, jails, community centers, maintenance and utility structures, and election and county administrative facilities. City of Buffalo, Buffalo, NY Evaluation of existing facility condition data for the creation and implementation of a 10-year Capital Improvement Plan for over 300 city owned facilities totaling 4.4 million sf for comprehensive FCA and long- range planning. Houston First, Houston, TX Comprehensive multi-disciplined facility condition assessment of over 8 million sf of entertainment facilities throughout the city of Houston. Town of Perinton, Fairport, NY This Facility Condition Assessment included 31 buildings and associated sites totaling 1.2 million sf. 22.e Packet Pg. 774 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need CITY OF SAN BERNARDINO| 49 DANIEL BARONE, MBA, AIA Lead Architect/Code Compliance Life Safety/ADA Field Assessor Daniel is an Architectural Lead Assessor in CannonDesign’s Facility Optimization Solutions (FOS) group. He is primarily responsible for leading assessment teams performing complex on-site Facility Condition Assessments (FCA), Life/Safety Assessments, and analyzing the data and providing architectural expertise to clients regarding facility improvements. RICHARD MRUGALA, ASSOC. AIA Architectural Field Assessor Rich is an Architectural Assessor in CannonDesign’s Facility Optimization Solutions (FOS) group. He is primarily responsible for performing complex on-site Facility Condition Assessments (FCA), analyzing the data, and providing architectural solutions to clients regarding facility improvements. Rich offers valuable expertise on architectural systems ranging from a building’s foundations to its finishes. EXPERIENCE City of Sacramento, CA Facility Condition Assessment and Structural / Seismic Evaluations Assessments for 204 assets totaling 3.9 million sf. City of Santa Rosa, Santa Rosa, CA Facility Condition Assessment and Structural / Seismic Evaluations Assessments for 115 assets totaling 651,327 sf. Charlotte County (FL), Port Charlotte, FL Comprehensive Facility Condition Assessment for 115 municipal buildings and sites totaling 1.7 million sf. Facility types included parks, sports venues, cultural centers, libraries, justice center, fire stations, sheriff and emergency operations centers, jails, community centers, maintenance and utility structures, and election and county administrative facilities. City of Buffalo, Buffalo, NY Evaluation of existing facility condition data for the creation and implementation of a 10-year Capital Improvement Plan for over 300 city owned facilities totaling 4.4 million sf for comprehensive FCA and long- range planning. Houston First, Houston, TX Comprehensive multi-disciplined facility condition assessment of over 8 million sf of entertainment facilities throughout the city of Houston. Town of Perinton, Fairport, NY This Facility Condition Assessment included 31 buildings and associated sites totaling 1.2 million sf. EXPERIENCE City of Sacramento, CA Facility Condition Assessment and Structural / Seismic Evaluations Assessments for 204 assets totaling 3.9 million sf. City of Santa Rosa, Santa Rosa, CA Facility Condition Assessment and Structural / Seismic Evaluations Assessments for 115 assets totaling 651,327 sf. Charlotte County (FL), Port Charlotte, FL Comprehensive Facility Condition Assessment for 115 municipal buildings and sites totaling 1.7 million sf. Facility types included parks, sports venues, cultural centers, libraries, justice center, fire stations, sheriff and emergency operations centers, jails, community centers, maintenance and utility structures, and election and county administrative facilities. City of Buffalo, Buffalo, NY Evaluation of existing facility condition data for the creation and implementation of a 10-year Capital Improvement Plan for over 300 city owned facilities totaling 4.4 million sf for comprehensive FCA and long- range planning. Houston First, Houston, TX Comprehensive multi-disciplined facility condition assessment of over 8 million sf of entertainment facilities throughout the city of Houston. Town of Perinton, Fairport, NY This Facility Condition Assessment included 31 buildings and associated sites totaling 1.2 million sf. 22.e Packet Pg. 775 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 50 | ANGELO TASCA Architectural, Civil, and Structural Cost Estimator Angelo Tasca, is a lead cost estimating specialist in CannonDesign’s Facility Optimization Solutions (FOS) group. He specialized in architectural cost estimating for large-scale complex building design and construction projects across the U.S. and Canada. He has experience in many building types in including: education, healthcare, government, sports, and corporate facilities. “The scope of our FCA included 115 diverse facilities with over 1.8 million square feet. Our facility portfolio included the Charlotte County administration campus, multiple law enforcement facilities, jail complex, health department, Tampa Bay Rays professional baseball spring practice complex, fire stations, event center and recreation buildings, various maintenance and utility system facilities, and the civil amenities associated with 62 sites. I write this to provide a very positive reference that you may use to help determine the best firm to deliver your Facility Condition Assessment needs.” David Milligan, FASLA, LEED AP ID+C Director, Facilities Construction & Maintenance Dept. David.Milligan@charlottecountyfl.gov 941-743-1394 (office) EXPERIENCE City of Sacramento, CA Facility Condition Assessment and Structural / Seismic Evaluations Assessments for 204 assets totaling 3.9 million sf. City of Santa Rosa, Santa Rosa, CA Facility Condition Assessment and Structural / Seismic Evaluations Assessments for 115 assets totaling 651,327 sf. Charlotte County (FL), Port Charlotte, FL Comprehensive Facility Condition Assessment for 115 municipal buildings and sites totaling 1.7 million sf. Facility types included parks, sports venues, cultural centers, libraries, justice center, fire stations, sheriff and emergency operations centers, jails, community centers, maintenance and utility structures, and election and county administrative facilities. City of Buffalo, Buffalo, NY Evaluation of existing facility condition data for the creation and implementation of a 10-year Capital Improvement Plan for over 300 city owned facilities totaling 4.4 million sf for comprehensive FCA and long- range planning. Houston First, Houston, TX Comprehensive multi-disciplined facility condition assessment of over 8 million sf of entertainment facilities throughout the city of Houston. Town of Perinton, Fairport, NY This Facility Condition Assessment included 31 buildings and associated sites totaling 1.2 million sf. 22.e Packet Pg. 776 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need CITY OF SAN BERNARDINO| 51 AHMED IBRAHIM,Ph.D., S.E., P.E., P.M.P. EDUCATION »Doctoral Degree in Structural Engineering with Specialty on Seismic Design of Structures »Master’s Degree in Bridge Engineering LICENSES & REGISTRATION »Professional Engineer, P.E. State of California, C63963 »Structural Engineer, S.E. State of California, S4865 »Project Management Professional, PMP, 1576251 AHMED IBRAHIM, Ph.D., S.E., P.E., P.M.P Structural Integrity/Seismic Retrofit Specialist Structural Integrity/ Seismic retrofit Specialist. In his capacity as A&E Project Management of States buildings ,Dr. Ibrahim was in Responsible charge overseeing 29 technical staffs in managing the design and construction for The State of California’s facilities such as jails, juvenile facilities, Data Center, Emergency Operation Center, seismic retrofits of courthouses, renovation of The state’s Public Health Clinic and Laboratory, parking structures, Juvenile Justice Center, office buildings, libraries, fire stations and courthouse, harbor and park facilities, etc. Dr. Ibrahim: managed the engineering staff in the Civil/Structural Department for commercial and industrial projects. Oversaw the construction management division, who were responsible for all structural inspections for the seismic retrofitting program of the state’s unreinforced masonry structures. SELECTED PUBLICATIONS »“Doyle Drive Replacement,” 3rd International Congress and Exhibition, CEB-FIP, Washington,D.C, C.D Rom Paper No. 614, 15 pp., June 2010. »“Analytical Assessment of Cellular Foundations for the Seismic Retrofit of the Dumbarton Bridge,” National Bridge Conference, Orlando, FL, CD Rom Paper No. 63, 17 pp., Oct. 2008. »“Emergency Replacement of The Russian River Bridge,” ASPIRE Magazine, pp 48-50, Chicago, IL, Fall 2008. »“Load and Resistance Factor Design of Integral Bent Caps, “Journal of the Transportation Research Board, No. 2028, Design of Structures, pp. 96 –102. Washington, DC 2007. »“Test of a High-Rise Core Wall: Effective Stiffness for Seismic Analysis,” American Concrete Institute, Structural Journal, Vol. 104, No. 5, pp. 549-559, Sept-Oct 2007. »“LRFD Design of Integral Bent Caps: Strut and Tie Method versus Sectional Method,”Precast Concrete Institute, Grapevine, Texas, CD Rom Paper No. 9, 21 pp., Sept 2006. »“Torsional Analysis and Design of Curved Bridges with Single Columns, LFD vs. LRFD Approach,” Western Bridge Engineers’ Seminar, Portland, Oregon, September 2005. 22.e Packet Pg. 777 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 52 | SAMUEL GHALY » Over thirty-five years of operations management and supervision, special inspection and field inspections for complex projects »Prepared, administered, monitored the construction for multi-million-dollar budgets/projects. »Proven track record as goal-oriented team player and highly motivated self- starter »Superior leadership, organizational, training and excellent customer-service skills »Proficient in task delegation and scheduling, oral and written presentations, budget administration, code adoption and computer use »Thirty-five years in commercial/industrial/residential building/engineering- public works/housing/fire code implementation, administration, structural design, plan review, zoning, land use, project management, historic preservation, quality control, special inspections and field inspections »Planned, organized, and developed a start-up corporation, increased productivity, effectiveness »Recruited, trained and supervised Staff »Conducted training sessions in Management, materials technology, life and safety issues, code interpretation and enforcement, plan checking, hazmat awareness, public relations and customer service »Thorough familiarity with Project Management, the new California Building codes, Plumbing, Mechanical, Electrical, Dangerous Buildings, Housing, Historic Buildings, Special Inspections, quality control, ADA/Title 24 energy and Accessibility, Leadership in Energy and Environmental Design (LEED), Federal, State and Local Codes including OSHPD / DSA / NPDES / SUSMP / WQMP EDUCATION » Master of Business Administration »Bachelor of Science in Civil Engineering »Graduate Studies in Structural Engineering LICENSES & REGISTRATION »Professional Engineer, P.E. State of California, C57958 »IAS Certified Lead Evaluator for Building Department Accreditation »Certificate of Achievement in Building Construction Inspection »California Licensed General Contractor »CASP - Certified Accessibility Specialist Professional »I.C.C. Certified Building Official »I.C.C. Certified Code Official »I.C.C. Certified Plans Examiner »I.C.C. Certified Building Inspector »I.C.C. Certified Accessibility Inspector/Plans Examiner »A.C.I. Certified Concrete field testing technician »I.C.C. Certified Master Special Inspector »I.C.C. Certified Special Inspector for Reinforced Concrete »I.C.C. Certified Special Inspector for Structural Steel and Bolting »I.C.C. Certified Special Inspector for Structural Welding »I.C.C. Certified Special Inspector for Reinforced Masonry »I.C.C. Certified Special Inspector for Fire Proofing California Real Estate Broker (May 2018) »Certified Emergency Inspector # O.C. 144 »CGBP/LEED Certified Green Building Inspector »State Certified HERS Rater »Certified PC832 – Code Enfoncement SAMUEL GHALY ADA Compliance Specialist Over 35 years, worked for several Jurisdictions as a permanent employee and as a consultant in the capacity of the City Manager, Chief Building Official, Deputy Chief Building Official, Plan Check Engineer and Senior Building Inspections Supervisor as well as Senior Project Manager for large building projects Relevent Project Experience 22.e Packet Pg. 778 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need CITY OF SAN BERNARDINO| 53 NICHOLAS JONES , LICENSES & REGISTRATION » ICC E2 »California Certified Journeyman »Certified Medium Voltage Cable Technnician »ABC National Apprenticeship Program »Confined Space Training »Occupational Health & Safety Training »Jobsite Safety Training »Fall Protection Training » Industry Tenure NICHOLAS JONES Lead Electrical Specialist Mr. Jones has over 21 years of experience in the electrical industry with extensive experience working at the foreman level and has worked on more than 20 industrial waste water treatment plants. Mr. Jones Has hands-on electrical installation experience that includes residential, commercial, industrial, Power plants, fire stations and large office buildings, medium voltage substations/cable splicing. He is well trained in the electrical field and also holds a number of certifications including ICC E2, California Certified Journeyman and Certified Medium Voltage Cable Tech. Working on job sites provide him the desired general construction experience and the familiarity to also inspect other trades. His career highlights include experience with motor control systems, PLC MCC and UPS systems, back-up generators 480v/12kv-65kv, industrial equipment, cable pulling, wiring, high voltage splicing. He is also experienced at trouble-shooting and has great dedication to his work. . GREG HUNKLE EDUCATION »Graduate: Construction Technology, Orange Coast College, Costa Mesa, CA »Graduate: Building Inspection Technology, Coastline Community College, Huntington Beach, CA LICENSES & REGISTRATION »General Contractor # 632991 »Building Inspector # 79105 »Plumbing Inspector # 84086 »Mechanical Inspector # 86953 »Electrical Inspector #0880906-20 »Combination Inspector #0880906-C8 »Building Official #0880906-CB GREG HUNKLE Lead Inspector/Combinations Inspector Mr. Hunkle has over 26 years of experience in building inspections ranging from residential, commercial and industrial across all disciplines, Greg experience include an extensive background in building contracting and an instructional teacher of all the building trades in various Orange County colleges. Mr. Hunkle has an impressive academic and professional background to include certifications as a building official, combinations building inspections, general contractor license, project management, quality control, project coordination, code interpretation, as well as supervision and instruction of inspectors and young interns. His experience includes structural architectural, electrical, mechanical and plumbing of multi-unit apartment and condominium buildings, warehouses, hotels, retail centers, fire stations, and other structures encompassing timber, masonry, steel and concrete. Mr. Hunkle has extensive field experience investigating structural problems and their causes, field inspection and monitoring of various bridge elements including falsework and shoring review, construction and removal, formwork, concrete pours, stage construction, generating PS elongation values and monitoring stressing operations for stage construction, coordination with various testing labs. His projects include bridges, roadways, streets improvements, drainage structures, storm drains, residential, commercial and industrial, plan review of architectural, structural, building, plumbing, mechanical and electrical plans. He has knowledge of various construction manuals, standard filing system, materials inspection & certification procedure and documentation, field measurement verification, review of submittals & RFI’s. 22.e Packet Pg. 779 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 54 | DION CASTRO,QSD TOR SANBAG: I-10/Citrus Avenue Interchange, Fontana, CA »Storm Water Compliance Inspector/ Coordinator I-10/Citrus Avenue Interchange Project with a cost of approximately $34M involved the reconstruction of the interchange, widening of the interchange by constructing one additional bridge over UPRR tracks, constructed a new bridge over the I-10 and demolished the existing bridge. Added a new loop onramp, constructed several retaining walls, widened Citrus Avenue and rearranged utility company facilities. As the Storm Water Compliance Inspector/Coordinator, Mr. Castro was responsible for inspection of project sites for NPDES and Environmental compliance as they related to Project Special Provision, Caltrans Storm Water Management Plan, and the California General Permit for Construction Activities. He reviewed the Storm Water Pollution Prevention Plan submitted to the agency for use on projects. Mr. Castro reviewed the SWPPP and WPCPs for completeness as required by the Caltrans Storm Water Quality Handbooks and specifications prior to transmitting to Caltrans for their review and approval. Mr. Castro holds various certificates and licenses in water and environmental disciplines. City of Riverside Public Works Department »Environmental Compliance Supervisor Under general direction, to plan, lead, organize and manage the technical work of assigned staff in the Environmental Compliance and Collection System sections (27 staff). This position focused on budgeting and managing water quality, storm water and regulatory compliance programs for the City of Riverside. Support was provided to Engineering for design, repair and maintenance of the Collection System infrastructure. Other duties included project management such as soil remediation, environmental assessment, capital improvement, and emergency response for hazardous waste removal. Inland Empire Utilities Agency »Safety Officer Under general direction, planned, supervised, organized, coordinated and implemented the Agency’s safety management programs; took action to ensure compliance with safety, health and environmental safety regulations and requirements; informed Agency Board and advised managers on safe work methods, practices and the elimination of environmental hazards; investigated accidents and hazardous waste incidents. EDUCATION »M.A.–Environmental and Community, Antioch University Seattle, Washington, 2002 »B.A.-Liberal Studies: Environmental Studies emphasis, University of Redlands, California,1997 »A.A.-Liberal Arts: Water Engineering, San Bernardino Valley College, California, 1994 LICENSES & REGISTRATION »Certificate, Workplace Health & Safety Management, University of California, Riverside, 2000 »Certified Professional in Erosion and Sediment Control (CPESC 5813) »Trainer of Record –California Stormwater Quality Association »Environmental Compliance Inspector grade IV –California Water Environment Federation »Certified Utilities Safety Administrator –National Safety Council DION CASTRO, QSD TOR QSD/QSP/Environmental/Bio Specialist Mr. Castro holds a Master’s Degree in Environment and Community and is a Qualified SWPPP Developer and Trainer of Record in the State of California. Mr. Castro is a Certified Professional in Erosion and Sediment Control (CPESC 5813) and has over 26 years of experience in the NPDES compliance. He has spent the last 4 years working as a consultant with the California Department of Transportation (Caltrans) as a Storm Water Coordinator in District 8 and the previous years in City Government for San Bernardino and Riverside performing point source pollution compliance. His regulatory understanding of National Pollutant Discharge Elimination System won first place award for Clean Water Act Excellence while working for the City of Riverside in 2006. His experience in managing large construction projects is evident by the example project experience. Relevent Project Experience 22.e Packet Pg. 780 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need CITY OF SAN BERNARDINO| 55 JAMAL ZUGHI EDUCATION »B.S., Mechanical Engineering, University of Jordan,Amman, Jordan, 1982 LICENSES & REGISTRATION »Mechanical, State of California, No. M 30708 JAMAL ZUGHI ME Lead Mechanical Engineer (HVAC Systems) Mr. Jamal has over 34 years of experience in the field of power plants and cogeneration, renewable energy projects, and municipal projects. Has served as a project manager for multiple and numerous municipal and industrial building projects, and also served as supervising engineer, senior engineer, lead mechanical engineer, lead operation and start-up engineer. Extensive project experience includes: renewable and fossil fuel power plants design, engineering and operation; cogeneration power plants engineering and operation; waste to energy recovery projects; steam and gas projects; water and wastewater facilities, pumping stations, system performance evaluation, field inspection, commissioning, testing and start-up. I also have experience in dealing with and handling interconnecting agreements with power and gas utility companies and permitting agencies such as South Coast Air Quality Management District. 22.e Packet Pg. 781 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 56 | 22.e Packet Pg. 782 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need RELEVANT EXPERIENCE 5 22.e Packet Pg. 783 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 22.e Packet Pg. 784 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need CITY OF SAN BERNARDINO| 59 Public Charlotte County, Florida City of Buffalo City of Chicago City of Phoenix City of Rochester Police Department Oneida County, NY City of Sacramento City of Santa Rosa Dormitory Authority - State of NY Ontario County, NY Schoharie County, NY Seneca County, NY Sports & Exhibition Authority of Pittsburgh, PA State of Texas Health & Human Services Tioga County, NY Town of Grand Island Town of Perinton Town of Yarmouth Corporate Clorox Company Covidien/Mallinckrodt Pharmaceuticals Delaware North Companies Follette Forest City Development Frito-Lay, Siemens GCA Services Hamilton Stadium Honeywell Building Solutions HoustonFirst Merck Millipore Novartis Pittsburgh Penguins Pittsburgh Pirates Pittsburgh Steelers Rehoboth Beach Country Club United Airlines Veolia Environment Federal Government General Services Administration Naval Station Newport Oak Ridge National Laboratory U.S. Dept. of Veterans Affairs General Practice Albright Knox Art Gallery Aquarium of Niagara Falls Kalaloch Lodge Massachusetts Department of Environmental Protection Massachusetts Division of Capital Asset Management Massachusetts Museum of Contemporary Arts Massachusetts Port Authority (Massport) Mercy Housing Lakefront St. John the Baptist Fruit Belt Community Development Corporation The New York Public Library Turning Stone Resort and Casino Health Advocate Health Care Allina Health Arnot Healthcare System Bayhealth Medical Center Brigham and Women’s Hospital Case Medical Center Central Maine Hospital CharterCARE Health Partners Christ Hospital Cadman Square Health and Education Center Hospital for Special Surgery Eastern Maine Health Kaleida Health System Kern Medical Center Massachusetts General Hospital Niagara Falls Memorial Medical Center Niagara Health Systems North York General Northern Maine Health Northwestern Memorial Hospital Partners Healthcare Princeton HealthCare System South Shore Hospital St Joe’s Healthcare System St Louis University Medical Center Sunrise Health Systems Toronto East General Hospital Trillium Health Partners Truman Medical Center Unity Point Healthcare University of Maryland Medical Center Upstate Medical Center Higher Education Adelphi University AT STill University Boston College Boston University Buffalo State College California State University California Institute of Technology Canisius College Carlow University Cornell University CUNY Brooklyn DePaul University Dickinson College D’Youville College Eckerd College George Mason University Harvard University Howard Community College Illinois Institute of Technology Illinois Smart Energy Design Assistance Center Iowa State University Knox College Kentucky Wesleyan College Lehigh University Marquette University RELEVANT EXPERIENCE CANNONDESIGN FOS CLIENT LIST 22.e Packet Pg. 785 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 60 | Massasoit Community College McGill University Mississippi University for Women Missouri University of Science & Technology Montclair State University Nassau Community College Penn State University Saint Bonaventure University Saint Louis University State University of New York at Buffalo State University of New York at Oswego State University of New York College at Buffalo The Bullis School University of Cincinnati Medical School University of Illinois University of Louisville University of Maryland The University of Maryland at Shady Grove Tufts University Medical Center University of Wisconsin Health Virginia Commonwealth University Virginia State University Virginia Tech University Washington and Lee University Washington Cain University Wellesley College K-12 A.E. Stevenson High School Addison Central School District Albany City School District Amherst Central School District Buffalo Public Schools Burbank School District 111 Central Community School District Chicago Public Schools David Mindess Elementary School Depew Union Free School District Dunkirk City School District Elmira Heights Central School District Frontier Central School District Gallaudet School Grand Island Central School District Hempstead Union Free School District Holland Central School District Kingston City School District Leslie Shankman School Corporation Lincolnshire School District Maryvale Central School District Massachusetts School Building Authority New York State Education Department Newfane Central School District Niagara Falls City School District Niagara Wheatfield Central School District Nippersink School District 2 North Shore Country Day School Perkins School Poughkeepsie City School District Randolph School District Regina Dominican High School Roosevelt Union Free School District Schenectady City Schools UNO Charter School Network West Seneca Central School District Yonkers Public Schools RELEVANT EXPERIENCE CANNONDESIGN CLIENT LIST 22.e Packet Pg. 786 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need CITY OF SAN BERNARDINO| 61 STATEMENT OF QUALIFICATIONS FIRM QUALIFICATIONS AND RELATED EXPERIENCE gkkworks has been working with public entities to serve the needs of the community since our inception 25 years ago. gkkworks has provided over several billion dollars of construction services since its inception. We have successfully managed and built new construction as well as renovation projects which involved cities, counties, states, and other public entities. We have extensive construction management experience on public works projects including multiple parks, sports facilities, community centers, and recreational facilities as well as city halls, city libraries, and fire stations. Our collaborative culture, integrated expertise in design and construction, and emphasis on communication are ideally suited for your project. Our firm’s culture at its core is participatory with clients, consultants, agencies and contractors. Unified in our commitment to providing first-rate client service, this team is dedicated to the City and to delivering excellence in construction. gkkworks has a proven track record successfully completing projects involving similar buildings and facilities to this project. gkkworks provides architectural design and construction management services to several local, state and federal agencies. Below is a list of selected clients where we have provided construction management services on projects such as community and civic centers, courthouses, public safety facilities, fire stations, emergency operations centers, libraries and recreational facilities. Cities City of Aliso Viejo City of Anaheim City of Brea City of Buena Park City of Chino City of Coachella City of Costa Mesa City of Culver City City of Cypress City of Dana Point City of Fountain Valley City of Fullerton City of Garden Grove City of Glendale City of Hercules City of Inglewood City of Huntington Beach City of Indio City of Irvine City of La Habra City of La Palma City of Laguna Beach City of Laguna Niguel City of Laguna Woods City of Lake Forest City of Lancaster City of Lincoln City of Long Beach City of Los Angeles City of Mission Viejo City of Moorpark City of Murrieta City of Newport Beach City of Oceanside City of Orange City of Pasadena City of Pomona City of Placentia City of Rancho Santa Margarita City of Riverside Fire Dept. City of San Clemente City of San Diego City of San Juan Capistrano City of Santa Ana City of Seal Beach City of Stanton City of Tustin City of Westminster City of West Sacramento City of Yorba Linda Counties Contra Costa County County of Riverside County of Orange County of Los Angeles County of San Bernardino Los Angeles County DPW County of Los Angeles Fire Department Los Angeles County Sheriff’s Department (Aquired by CannonDesign) RELEVANT EXPERIENCE 22.e Packet Pg. 787 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 62 | City of Santa Rosa This Facility Condition Assessment and Structural / Seismic Evaluations Assessment included 115 assets across an asset portfolio of 651,327 sf across the City of Santa Rosa, California. The results included detailed asset documentation, an industry-standard benchmarking of conditions, prioritized liabilities requiring correction, and provided specific professional recommendations with deficiency budget cost-estimates as well as a prioritized short- and-long term capital plan. The scope included assessment of the architectural exterior, architectural interiors, structural, civil, mechanical, plumbing, fire protection, electrical, low-voltage systems, and communications disciplines. Facility Condition Assessment RELEVANT EXPERIENCE DATA • Santa Rosa, CA • 651,327 sf • 115 assets 22.e Packet Pg. 788 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need CITY OF SAN BERNARDINO| 63 DATA • Santa Rosa, CA • 651,327 sf • 115 assets Sacramento County The project scope included a 2.9 million sq ft comprehensive Facility Condition Assessment of each system and component at over 200 city-owned facilities in downtown Sacramento. The work was contracted in order to document existing conditions of a diverse type of structures, including 15 city Zoo buildings. The Zoo’s assessed facilities were the reptile, giraffe, primate, big cat and otter exhibit buildings, veterinary hospital, education building, amphitheater, gift shop, cafe, main entrance, administration and several support buildings. The other city facilities that were assessed included 35 police and fire department facilities and stations, 11 libraries, 4 museums, 21 community centers and clubhouses, 20 office facilities, animal shelters, retail and restaurant facilities, 4 golf courses, a Fairytale Town, softball complex and several parks, and industrial complexes at 4 corporate yards and 3 water/sewage treatment plants. The deficiency- based assessment included visible structural elements, exterior and interior architectural, electrical, plumbing, fire protection, and technology and telecommunications systems. City-Wide Facility Assessment & Capital Plan RELEVANT EXPERIENCE DATA • Sacramento, CA • 2.9 million sf • 200 buildings 22.e Packet Pg. 789 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 64 | Charlotte County, Florida CannonDesign’s Facility Optimization Solutions (FOS) team conducted a comprehensive Facility Condition Assessment (FCA) of 1.76 million sf at 115 municipal facilities and sites within Charlotte County, Florida. The FCA included evaluating conditions of exposed foundations and structural members, roof/flashing systems, wall cladding/soffit systems, window/door assemblies, curtainwall/storefront systems, louvers, exterior stairs/ balconies/guardrails and canopies, sealants, all mechanical, plumbing, fire protection, electrical, data, telecomm and pool systems, and all site and civil systems and components. Building types included administrative, law enforcement, correctional, justice, fire response, 9-11, social services, health, community, library, historical, sports/ park/recreational, concession, maintenance, storage, animal control, restroom, landfill operations, and mosquito and utility control. Data collected was entered into CannonDesign’s proprietary customizable database, which all reports were generated. All available drawings and other documents were attached to each facility’s records within the software creating a “virtual records warehouse” for easy access. Estimated Current Replacement Value (CRV) and Facility Condition Index (FCI) ratings for the portfolio and each facility were developed, and Discipline Condition Index (DCI) ratings per facility were provided. UniFormat level 3/5 deficiencies and deferred maintenance needs were recorded. Reports included detailed system descriptions, photographic records, condition ratings, detailed identification of deficiency issues, prioritized recommendations for repairs/replacements with action timeframes, estimated remaining observed life cycles and system renewals, cost estimates for 5-year and 10-year funding needs, proposed project details, and project bundling opportunities. Facility Condition Assessment RELEVANT EXPERIENCE DATA • Charlotte County, FL • 1.7 million sf • 115 buildings 22.e Packet Pg. 790 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need CITY OF SAN BERNARDINO| 65 RELEVANT EXPERIENCE Facilities Condition Assessment City of Buffalo CannonDesign was retained by the prime firm, VFA, to field document the plans of 168 city-owned facilities occupying over 4.4 million square feet, create electronic CAD files with standard layers and all interior spaces poly-lined for loading into a commercial off-the-shelf facility management software and database, Archibus. CannonDesign’s team set up the city’s Archibus system to enable work order outputs, document expenditures for materials, track labor on all field work, and automate other key facility management activities after VFA provided equipment inventories for each facility. CannonDesign also was responsible for developing a distressed buildings listing used to shed real property assets, and develop a comprehensive five-year capital plan for repairs and replacements across the city’s building portfolio. DATA • Buffalo, NY • 4.4 million sf • 168 Buildings 22.e Packet Pg. 791 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 66 | Facility Inventory/Condition Assessment City of Indio Facility Condition Assessment Orange County Public Works gkkworks has been selected to perform an existing conditions assessment of the facilities and assets owned by the city. The outcome of the study will be to develop a road map that will greatly improve the capital and operational expense planning process. The planned study will have at least three defined phases – building and asset inventory, existing conditions assessment and planning road map. gkkworks will provide expertise on the building envelope and building systems assessment, along with other multi-faceted services including asset inventory, energy consulting, cost estimating and implementation of maintenance management tools for a robust, on-going system. gkkworks provided a facilities condition assessment (FCA) for 13 structures, including city hall, several fire stations, museum, senior center and various recreation facilities. The FCA addresses building envelope and structural conditions; mechanical, electrical, and plumbing systems; cost analysis for short and long-term maintenance and repair; review of the city’s ADA assessment; and preparation of the condition assessment and needs analysis report. Based on this report, gkkworks prioritized recommendations with cost estimates and budget forecasts. The preventative maintenance program deliverable included a final report for each facility. Facility Condition Assessment City of La Quinta gkkworks has been hired to provide a facilities condition assessment (FCA) for 13 structures, including city hall, several fire stations, museum, senior center and various recreation facilities. The FCA will address building envelope and structural conditions; mechanical, electrical, and plumbing systems; cost analysis for short- and long-term maintenance and repair; review of the city’s ADA assessment; and preparation of the condition assessment and needs analysis report. Based on this report, gkkworks will provide prioritized recommendations with cost estimates and budget forecasts. The preventative maintenance program deliverable will include a final report for each RELEVANT EXPERIENCE 22.e Packet Pg. 792 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need CITY OF SAN BERNARDINO| 67 Yvonne Burke - John Ham Park Community Center City of Lynwood Location: Lynwood, CA Service: Construction Management Completion Date: 2017 Construction Cost: $4.7 M Contact: Lorry Hempe, Public Works Special Projects Manager, City of Lynwood 11330 Bullis Rd., Lynwood, CA 90262 Lhempe@lynwood.ca.us 310-603-0220 x500 gkkworks provided construction management services for the new 8,645 SF Community Center. Project includes a kitchen, multipurpose rooms, administration offices, restrooms, game room, concession room, landscaping, irrigation, site walls, site lighting, and paving. The building is utilizing a dual plumbed system, and the site is using reclaimed water for irrigation. The project has required close coordination with SCE, RWQCB, and Los Angeles County Department of Public Health. 22.e Packet Pg. 793 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 68 | gkkworks was asked to help the County with their first of several facility assessments, the 95,000 SF Old Hall of Records Building. Items that we assessed ranged from site conditions, building envelope and roof, ADA and fire life safety code regulations, as well as a detailed assessment of all MEP systems. Each interior was assessed and tracked for things such as condition and program uses. All mechanical and electrical gear was bar coded and scanned and photos were taken for easier viewing and identification. Having a team of experts with a builder mentality our architects and engineering experts were able to make quick and efficient work of the building and provided the County with a comprehensive assessment in less than two and a half days from deployment. Old Hall of Records Facility Condition Assessment County of San Bernardino The gkkworks team is providing architectural services for the substantial renovation of an existing 19,000 SF recreation center, office space and café area for a new total of 30,000 SF. The City’s primary goals for the project include minimizing impacts to the public, and achievement of high quality standards for design and construction which meet the programming requirements of the conceptual plan and the intended uses. Relationships with stakeholders were also established through a community engagement process that emphasizes communication, open dialogue and cooperative decision making. The City has completed a preliminary community focus group and generated an existing site plan showing scope of work, conceptual floor plan, preliminary project budget and the revised project schedule. In conjunction with this public process, the City submitted a Community Development Block Grant to the U.S. Department of Housing and Urban Development to be used for rehabilitation of the public owned facility. Robinson Park Recreation Center Renovation City of Pasadena RELEVANT EXPERIENCE The three-story, Saddleback College, Library, Learning and Resource Center is a 1970 building that required extensive upgrades to meet new programmatic and operational challenges. Project scope included complete programming to include diverse group learning environments, classrooms, offices for the Lariat campus newspaper and photography studios. Upgrades to finishes, lighting, natural daylight, technology and furnishings has completely re-energized the building for study and has transformed the LRC into a destination for students. A recent Honor Award Recipient from the Orange County Chapter, AIA, this project revitalized an inefficient under-utilized building. Scope included extensive DSA and ADA compliance coordination for occupancy updates, life-safety and accessibility. Library and Learning Resource Center South Orange County Community College District South Orange County Justice Center County of Orange The center includes 14 new courtrooms, judicial suites, agency offices, sub-grade judicial parking and holding area. The project includes alterations to the existing four-court courthouse to integrate it into the new facility. The architecture expresses the County’s commitment to its citizens by projecting the ideals of trust, stability, openness and ceremony. The building mass backs down in scale by expressing the individual courtrooms through the glass skin façade of the building. The first floor stone base of the building raises up like a carpet from the public plaza—here landscape—trellis and site furniture create a calming, shaded environment for both public and private use. 22.e Packet Pg. 794 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need CITY OF SAN BERNARDINO| 69 This project included the seismic retrofit of the existing Civic Center building using Unbonded Brace Frame. The complex includes three separate building facilities surrounded by grass lawns, flowering trees, a Japanese garden with water fountain, a memorial rose garden, and a significant set of tile murals with birds and ecology themes. The building houses police headquarters, city council facilities, and city administration offices. Huntington Beach City Hall Seismic Corrections City of Huntington Beach The existing Loma Ridge Emergency Operations Center houses both the Emergency Operations Center (EOC) for Orange County and the Emergency Communications Center (ECC) for the Orange County Sheriff’s Department. The EOC provides emergency operations command activities during both natural and man-made emergencies in the County. The ECC houses both 911 and dispatch services for the Sheriff’s Department. gkkworks conducted a facility assessment of the existing building, programmed the current and future functional requirements for both the EOC and ECC, proposed options to expand the existing building, relocate to another location or combination of both, and/or develop conceptual budgets for these options. gkkworks provided architectural design services for the County’s existing Emergency Operations Center security and access systems that needed to be improved to allow enhanced response to emergencies from terrorist activities and natural disasters. Loma Ridge Emergency Operations Center County of Orange RELEVANT EXPERIENCE 22.e Packet Pg. 795 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 70 | Sheriff’s Training AcademySanta Ana College As part of Rancho Santiago Community College District’s Santa Ana College, this 52,000 SF facility accommodates 400 recruits, annually, and includes classrooms, gymnasium, physical training space, dining areas and an auditorium that can hold up to 1,500 people. The design focused on maximizing flexibility of rooms for varied use including the ability to convert the gymnasium into a lecture room. Classrooms and multi-purpose rooms are designed to accommodate cutting-edge educational technology and can be adjusted for size and use. A modern palette of glass, steel, aluminum and concrete masonry units achieves this and pays homage to the sheriff’s academic setting. A formalized system of organization originates within the parking area, as a ceremonial axis splits the grid of parking stalls giving and celebrating direction to the building’s entry. This project is located on 15 acres of the former Tustin Marine Air Corps Station. Moorpark Civic Center and City Hall City of Moorpark gkkworks is providing services for the new Moorpark Civic Center and City Hall. The master plan incorporates the new City Hall building and existing facilities, and provides a general plan for future expansion. One of the critical factors in the plan is tying the new civic center complex together with the Area Specific Plan for the development of High Street, the historic main street of Moorpark. The new City Hall will be a 35,000 SF facility to house the Council Chambers as well as various City agencies including Administration, Community Development, Building and Safety, Public Works and Community Services. The library will be a 25,000 SF facility incorporating quiet outdoor reading areas. The site will become a civic focal point for the redevelopment of the downtown area. RELEVANT EXPERIENCE 22.e Packet Pg. 796 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need CITY OF SAN BERNARDINO| 71 The new 10-acre soccer complex overlooks the campus, and includes two soccer fields—one for competition and the other for practice. Both fields are constructed of competition-grade synthetic turf that allows for consistent play in all weather conditions. The support facility houses team lockers, public restrooms, a concession area, and support facilities for field maintenance. The 1,800 SF building has dynamic roof lines to create a grand entry gateway to the soccer facility, as well as a seating area to support the concessions. The project includes special Filtera ecosystem filter units for on-site water clarification, and an underground retention basin to capture rain water run-off from the soccer field. All landscaping was designed using xeriscape concepts. The building was designed using locally produced masonry and uses a low-maintenance standing seam roof. Soccer Complex at Norco College Riverside Community College District Location: Norco, CA Service: Design and Construction Management Completion Date: 2009 Construction Cost: $2.2 M RELEVANT EXPERIENCE 22.e Packet Pg. 797 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 72 | CLIENT REFERENCES • Kevin Love, Construction-Program Manager City of Sacramento p: 916.508.6818 e: klove@cityofsacramento.org Project Description & Location: Comprehensive Facility Assessment 5730 24th Street, Building 4 Sacramento, CA 95822 Sub-consultants: none • Douglas Williams, City of Santa Rosa p: 707.543.3712 e: dwilliams@srcity.org Project Description & Location: Comprehensive Facility Assessment 69 Stony Circle Santa Rosa, CA 95401 Sub-consultants: none • Eric M. Williams, CPESC & CPSWQ Town of Perinton, Department of Public Works p: 585.223.5115 Project Description & Location: Comprehensive Facility Assessment 100 Cobb’s Lane Fairport, NY 14450 Sub-consultants: none • Daniel Connors, City of Buffalo p: 716.851.5852 Project Description & Location Comprehensive Facility Assessments City of Buffalo, NY Sub-consultants: none • Douglas Mitchell, GCA Services, an ABM Company p: 347.234.3434 e: dmitchell@gcaservices.com Project Description & Location: Comprehensive Facility Assessment 25 West 70th Street New York, NY 10023 Sub-consultants: none “I can offer positive recommendations regarding your perseverance to make sure that we (the client) are satisfied. I do appreciate your team’s enthusiasm to provide excellent service and a great project. I also appreciate that you attempted a monumental effort to deliver a usable product. Thanks for your attention and dedication to our success.” -David Milligan, Director of Facilities, Charlotte County, Florida 22.e Packet Pg. 798 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need RFP QUESTION RESPONSES 6 22.e Packet Pg. 799 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 22.e Packet Pg. 800 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need CITY OF SAN BERNARDINO| 75 RFP QUESTION RESPONSES Excerpt from RFP (Page6). C. Responsive proposals will include, but not be limited to, the following: 1. Responsive proposals will present a Scope of Services that includes, at a minimum, the above described services and any other tasks necessary for completion of competent reports which will provide for the successful assessment of facilities as mentioned in Exhibit A. Refer to Tab #2 Scope of Services 2. Identify the professional, technical and support staff that will be performing the work associated with the proposed scope of services. Short resumes may be included, but extensive resumes should be limited to key personnel only. Refer to Tab #4 Project Team and Qualifications 3. Include a timeline indicating project milestones for the delivery of final reports, and cost estimates ready for the City approval, including but not limited to a flow chart showing project tasks and timing. Include allowances for review periods. Project timeline information on following page 22.e Packet Pg. 801 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 76 | RFP QUESTION RESPONSES ID Task NameDuration StartFinish1City of San Bernardino - Comprehensive Facility Assessment Proposed Milestone Schedule177 daysThu 4/12/18Fri 12/14/182COLLECT148 daysThu 4/12/18Mon 11/5/1831. Orientation40 daysThu 4/12/18Wed 6/6/184Proposal Submission0 daysThu 4/12/18Thu 4/12/185Interviews10 daysThu 4/12/18Wed 4/25/186Contract Negotiations10 daysThu 4/26/18Wed 5/9/187City Council Award20 daysThu 5/10/18Wed 6/6/188Letter of Authorization - Pre-Contract Activities0 daysWed 6/6/18Wed 6/6/1892. Pre-Assessment22 daysThu 6/7/18Fri 7/6/1810Identify Assessment Campus / Building Order1 dayThu 6/7/18Thu 6/7/1811Pre-Survey Questionnaires/Data Needs5 daysFri 6/8/18Thu 6/14/1812FOCUS Software Adaptations for City Portfolio5 daysFri 6/15/18Thu 6/21/1813Executed Contract - Owner-Architect5 daysFri 6/22/18Thu 6/28/1814Pre-Survey Prep5 daysFri 6/29/18Thu 7/5/1815Internal Pre-Survey Preparations1 dayFri 7/6/18Fri 7/6/18163. Site Survey46 daysMon 7/9/18Mon 9/10/1817Field Week 1 & 2 (Approximately 1MSF by 2 Teams)10 daysMon 7/9/18Fri 7/20/1818Data Entry - Field Week 1 & 210 daysMon 7/23/18Fri 8/3/1819Field Week 3 & 4 (Approximately 1MSF by 2 Teams)10 daysMon 8/6/18Fri 8/17/1820Data Entry - Field week 3 & 410 daysMon 8/20/18Fri 8/31/1821Field Week 5 (Approximately 200KSF by 1 Team)5 daysMon 9/3/18Fri 9/7/1822Data Entry - Field Week 51 dayMon 9/10/18Mon 9/10/18234. Office Analysis and Costing20 daysTue 9/11/18Mon 10/8/1824Data Review15 daysTue 9/11/18Mon 10/1/1825Cost Estimating Review5 daysTue 10/2/18Mon 10/8/18265. QC & QA10 daysTue 10/9/18Mon 10/22/1827Quality Assurance Review10 daysTue 10/9/18Mon 10/22/18286. Report in Approved Format10 daysTue 10/23/18Mon 11/5/1829Report Preparation5 daysTue 10/23/18Mon 10/29/1830Report Generation5 daysTue 10/30/18Mon 11/5/1831DECIDE5 daysMon 11/5/18Mon 11/12/18327. Deliver Draft0 daysMon 11/5/18Mon 11/5/1833Draft Submitssion for Review0 daysMon 11/5/18Mon 11/5/18348. Collaborate5 daysTue 11/6/18Mon 11/12/1835Collaborate Comments/Revisions/Updates to Draft Report(s)5 daysTue 11/6/18Mon 11/12/1836ACT24 daysTue 11/13/18Fri 12/14/18379. Adjust7 daysTue 11/13/18Wed 11/21/1838Draft Report Edits3 daysTue 11/13/18Thu 11/15/1839Project Creation & Capital Improvement Program Planning4 daysFri 11/16/18Wed 11/21/1840Final Report(s) Submission0 daysWed 11/21/18Wed 11/21/184110. Completion17 daysThu 11/22/18Fri 12/14/1842Final Submissions/Presentations10 daysThu 11/22/18Wed 12/5/1843Follow-Up Activities as needed7 daysThu 12/6/18Fri 12/14/1844Project Completion0 daysFri 12/14/18Fri 12/14/184/126/611/511/511/2112/143/254/14/84/154/224/295/65/135/205/276/36/106/176/247/17/87/157/227/298/58/128/198/269/29/99/169/239/3010/710/1410/2110/2811/411/1111/1811/2512/212/912/1612/2312/30AprilMayJuneJulyAugustSeptemberOctoberNovemberDecemberTaskMilestoneSummaryBy Mark SchrockPage 1Schedule Version: Proposal Pencil Draft V1Project: City of San Bernardino Facility Condition and ADA AssessmentDate: Fri 4/6/1822.e Packet Pg. 802 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need CITY OF SAN BERNARDINO| 77 RFP QUESTION RESPONSES ID Task NameDuration StartFinish1City of San Bernardino - Comprehensive Facility Assessment Proposed Milestone Schedule177 daysThu 4/12/18Fri 12/14/182COLLECT148 daysThu 4/12/18Mon 11/5/1831. Orientation40 daysThu 4/12/18Wed 6/6/1892. Pre-Assessment22 daysThu 6/7/18Fri 7/6/18163. Site Survey46 daysMon 7/9/18Mon 9/10/18234. Office Analysis and Costing20 daysTue 9/11/18Mon 10/8/18265. QC & QA10 daysTue 10/9/18Mon 10/22/18286. Report in Approved Format10 daysTue 10/23/18Mon 11/5/1831DECIDE5 daysMon 11/5/18Mon 11/12/18327. Deliver Draft0 daysMon 11/5/18Mon 11/5/18348. Collaborate5 daysTue 11/6/18Mon 11/12/1836ACT24 daysTue 11/13/18Fri 12/14/18379. Adjust7 daysTue 11/13/18Wed 11/21/184110. Completion17 daysThu 11/22/18Fri 12/14/1811/53/254/14/84/154/224/295/65/135/205/276/36/106/176/247/17/87/157/227/298/58/128/198/269/29/99/169/239/3010/710/1410/2110/2811/411/1111/1811/2512/212/912/1612/23AprilMayJuneJulyAugustSeptemberOctoberNovemberDecemberTaskMilestoneSummaryBy Mark SchrockPage 1Schedule Version: Proposal Pencil Draft V1Project: City of San Bernardino Facility Condition and ADA AssessmentDate: Fri 4/6/1822.e Packet Pg. 803 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 78 | 4. Include a list of similar projects recently completed by the Consultant, identifying the location, date, agency and contact person name, and address and phone number. Refer to Tab #5 Relevant Experience Include a sample assessment report for a facility that was part of the similar project (not a complete report, just an assessment of one building). Sample Report attached at the end of this document. 5. Provide an estimate of the percentage of time that each of the key staff will be available to work on this project. NAME RESPONSIBILITY % OF AVAILABLITY Joseph Cassata Project Principal 5 Brandon Dekker Client Leader 5 Mark Schrock Project Manager 30 Zack Figih Project Leader 30 Nicholas Derr Lead Technical Writer 30 Daniel Green QA/QC Leader 10 Catherine Tinkler PK-12 Subject Matter Expert 10 Kara Moore Software Technology and Process Leader 30 Steven Hooks Lead Mechanical Field Assessor 90 Joseph Brady Mechanical Field Assessor 90 Paul Rudz Mechanical, Plumbing - Fire Protection Field Assessor/Cost Estimator 90 Kenneth Wasson Lead Electrical Field Assessor 90 Randy Heim Electrical Field Assessor 90 Daniel Barone Lead Architectural/Code Compliance Life Safety/ ADA Field Assessor 90 Richard Mrugala Architectural Field Assessor 90 Angelo Tasca Architectural/Civil/Structural Cost Estimator 30 Gerard Horner Electrical/Technology/Cost Estimator 30 Dr. Ahmad Ibrahim Senior Structural Engineer 75 Samuel Ghaly Certified Accessibility/Specialist Professional 90 Nick Jones Lea Electrical Specialist 90 Gregory Hunkle Lead Electrical Specialist 90 Dion Castro Environmental/Bio Specialist 90 Jamal Zughbi Lead Mechanical Engineer 30 RFP QUESTION RESPONSES 22.e Packet Pg. 804 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need CITY OF SAN BERNARDINO| 79 RFP QUESTION RESPONSES 6. It is anticipated that the consultant team will be an interdisciplinary team (potentially involving multiple firms) likely to include a California licensed Civil/Structural Engineer, Mechanical Engineer, Electrical Engineer, Architect and Appraiser, as appropriate. Include names of sub-consultants to be used for specific aspects of the project, including a summary of previous working arrangements on similar types of work. Refer to Tab #4 Project Team and Qualifications, Organization Chart 7. Statement of local preference eligibility, including identification of any office located in the City of San Bernardino and the number of employees stationed at the office, the number of employees doing business inside the City limits, and a machine copy of your firm’s City of San Bernardino Business License. Z & K Consultants have an office within the City of San Bernardino, that office employs one full time employee and one part time employee. The following page is a copy of the Business License for the Z & K Consultants local office. MAILING ADDRESS BALANCE BUSINESS LOCATION: DATE PAID DATE PAID ACCT NO.This Business Registration Certificate does not indicate the legal operation of this business at this location. Other approvals by other City departments, such as Development services may be required. This Certificate is issued without verification that the certificate is subject to or exempt from licensing by the State of California. RENEWAL. The Business Owner is responsible for timely renewal. Not receiving a renewal notice for any reason does not relieve responsibility for timely payment. If not paid within 30 days of the expiration date shown, a 50% penalty will be imposed. BUSINESS REGISTRATION CERTIFICATE ACCOUNT NUMBER EXPIRATION DATE BUSINESS NAME CITY OF SAN BERNARDINO BUSINESS CLASS: NOTES: 960773 22295 JESSAMINE WAY CORONA, CA, 92883-5634 2/28/2019 960773 $0.00 525A $60.00 SB1186 $4.00 04/09/2018 04/09/2018 Z & K CONSULTANTS, INC ATTENTION 473 E CARNEGIE DR STE 200 ENGINEER Z & K CONSULTANTS, INCOWNER, FIRM OR CORPORATION 22.e Packet Pg. 805 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 80 | 8. Items, actions or information the Consultant expects to be provided by the City. Upon notification of winning the project, the following information would help our knowledge of the area and buildings within the assessment: A. Maintenance & Major Work Order Documents – past 12 months B. Existing building drawings C. Applicable maps D. Past studies and or reviews E. Capital Improvements (over $10,000) – past 12 months F. Known issues that are not readily visible G. City Point of Contact H. Protocols: start time daily is ___ am / finish time daily is ___ pm / ___ pm end of shift; each team member has photo ID badge, visible at all times; photos will never include any people; work in non- occupied spaces and shift to empty spaces throughout the day; key access needed for equipment rooms, roofs, fenced areas; ladders needed if no roof access is available; cell numbers for each of our team is provided with one lead assessor assigned to be the point of contact I. Maintenance and service contracts (company name, year start/complete, scope of work) J. Keys and/or escort where necessary K. Contact Reference Sheet 9. Any comments or suggestion that the Consultant believes necessary to improve the finished project or to comply with the requirements of this RFP. See Tab #7 Comments and Suggestions 10. Separate sealed envelope. Not-to-Exceed fee, broken down as indicated below, for the work required by this RFP, together with an hourly rate sheet applicable to this project for classifications above, including all materials and expenses, shall be submitted in a separate sealed envelope. Please note that the City will not pay or compensate separately for travel time, courier services, mileage or reimbursement for travel to the City of San Bernardino to attend meetings or conduct the activities necessary to complete tasks required to be performed as part of consultant services. Cost provided in a sealed envelope RFP QUESTION RESPONSES 22.e Packet Pg. 806 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need COMMENTS AND SUGGESTIONS 7 22.e Packet Pg. 807 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 22.e Packet Pg. 808 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need CITY OF SAN BERNARDINO| 83 1. SCOPE REDUCTION CannonDesign is recommending the following scope reductions to save time and money for the City. 1. Delete all buildings under 1,000 sf from the scope. This reduces the assessment to 96 facilities. 2. Delete all facilities under 5,000 sf from the scope. This reduces the assessment to 36 buildings. Our pricing proposed will have three options based on above. 1. All 176 facilities 2. 96 facilities 3. 36 facilities 2. SOFTWARE Our team will be utilizing CannonDesign’s proprietary software as our data storage and data collection tools to manage and organize massive amounts of facility data. This tool collects data more efficiently and allow us to manipulate data quickly for reporting. It is a real-time, web-based facility management tool for assessment, analysis, and action. Through the use of Amazon Web Services (AWS), the software supports an unlimited number of users - within 3 user groups, provides an unlimited amount of storage space, and can be accessed on any Internet- connected device. HOW CANNONDESIGN SOFTWARE WORKS Assessments of assets, systems, and components are performed by our team of licensed architects and engineers. The data obtained from each assessment is directly uploaded into the software. The resulting database allows for flexible reporting, and becomes an indispensable planning tool for our clients as they have the ability to strategically track assets and development needs while managing repairs and capital projects in an efficient and intuitive manner. Our software is designed to provide the tools to populate any CMMS system. WHY CHOOSE CANNONDESIGN SOFTWARE Our software provides clients with a current state benchmark of conditions and the ability to report, strategize, plan, and update improvements and corrections. It is highly customizable, and can be integrated with the most widely used maintenance management and reporting tools enabling fast, effectual, and up-to-date assessments. It promotes proactive maintenance and helps budget for capital projects through cost escalation on an annual basis over a 5, 10 or 20 year period. It has built-in asset tagging capabilities. Clients can track their assets using system generated QR codes from their smart-phone or tablet. COMMENTS AND SUGGESTIONS 22.e Packet Pg. 809 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 84 | Quite simply, the software helps prepare our clients for the future and advance their infrastructure goals. Deficiencies will be classified by project type. Recommended project classifications include Lifecycle, reliability, Life Safety, Building Code, Suspected Hazmat, ADA Compliance, Technology, and any other custom category requested by Summit Medical Group. Deficiency priorities are designated as a reference point for maintenance, capital project planning and budgeting. Once deficiencies are identified and cataloged, each are assigned a priority in our standard 5-tier ranking matrix based on the recommended action timeframe for correction. Listed below is our standard 5-tier priority ranking matrix. FOCUS STANDARD NEEDS BY PRIORITY PRIORITY 1 YEAR 1 PRIORITY 2 YEAR 2 PRIORITY 3 YEAR 3-5 PRIORITY 4 YEAR 6-10 PRIORITY 0 YEAR 11-99 This is a fine grain prioritization, but can be easily customized to any ranking and group. We can set up a custom matrix such as a complex 5-tier approach, e.g. Priority 1: 1 year, Priority 2: 2 years, Priority 3: 3 to 5 years, Priority 4: 6 to 10 years, Priority 5: 11 to 20 years, and Priority 0: 21 years to 99 years. CLIENT SPECIFIED - CUSTOM NEEDS BY PRIORITY EXAMPLE PRIORITY 1 YEAR 1-2 PRIORITY 2 YEAR 3-5 PRIORITY 3 YEAR 6-7 PRIORITY 4 YEAR 8-10 PRIORITY 0 beyond 0 years PRIORITY 1 - Currently Critical Year 1 (1-2 years) Requires immediate attention General Life-safety non-compliance observations. Return a necessary building system assembly or service system to useful operation. PRIORITY 2 - Potentially Critical Year 3-5 Will become critical Rapid deterioration of building system assembly or service system will potentially lead to loss of facility operation. General ADA non-accessible observations. PRIORITY 3 - Necessary, But Not Yet Critical Years 6-7 Should be addressed Repairs that would provide a rapid return on investment, including energy- efficiency. Necessary building or site improvements. Repairs that preclude predictable deterioration, potential downtime, and/or higher short-term maintenance costs. Replacement of building assembly or service system components that have exceeded their useful lifespan. PRIORITY 4 - Recommended Years 8-10 Should be considered Sensible improvements to existing conditions. Not required for the facility to generally function. Improvement of overall usability and / or reduce long- term maintenance costs. PRIORITY 0 - No Action Years Good condition No capital improvements to existing conditions anticipated as being necessary within 10 years. Only minor deferred maintenance deficiency projected with a repair valuation at five percent or less of total system value. COMMENTS AND SUGGESTIONS SOFTWARE CONTINUED 22.e Packet Pg. 810 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need CITY OF SAN BERNARDINO| 85 Should we discover a critical life-safety or structural condition that can cause a liability, the condition will be photographed and forwarded with written documentation to the appropriate representative so immediate action can be taken. CALCULATED METRICS A Facility Condition Index (FCI) ranking will be provided for each asset. An FCI can also be provided, but can often skew an assets ranking when the site is included. We will discuss the benefits and features of each, and defer to the Center on performance. FCI is the primary recognized industry-wide standard facility assessment metric. FCI is a comparative indicator of the relative condition of an asset. The FCI is expressed as a ratio of the cost of correcting Deferred Maintenance Deficiencies (DMD) to the Current Replacement Value (CRV) of that same building. * Divestment of a building is recommended on a case by case basis utilizing the FCI rating as one of several determining factors. DISCIPLINE CONDITION INDEX Discipline Condition Index (DCI) and System Condition Index (SCI) Ranking Scales: A similar scale to the Facility Condition Index (FCI) scale is used in describing DCI and SCI. The 2 major differences between the FCI scale and the DCI / SCI scale shown below is that the “Divest” ranking has been omitted, and the “Critical” score has been expanded to 1.00. The reason for these changes is to illustrate that an asset’s systems or disciplines cannot be divested. They usually require full replacement to enable the asset to function as originally designed and intended. COMMENTS AND SUGGESTIONS SOFTWARE CONTINUED 22.e Packet Pg. 811 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 86 | Each value and the resulting ratio are calculated automatically within the software. Additionally, an SCI for all catalogued systems is automatically furnished within the software. DCI and SCI can be reviewed for single or multiple systems, across one or more buildings. These ratings provide facility management professionals with a measurement method to determine the relative building’s system conditions, as well as systems across building groups, to facilitate benchmarking and strategic planning. This can be accomplished within the software at the portfolio, site, phase or building levels. The DCI / SCI formula is as follows: The preceding classifications, prioritizations and metrics are the foundational organizing systems of the software. The software allows for multi-layered and custom sorting and reporting, and individual full deliverable building reports for complex asset management for any size or complexity. DOCUMENTATION The web-based software includes standard pre- loaded overviews, analyses, building biographies, and deficiency condition reports. These tools can sort and display data by campus, building types, deficiency priority, building system, deficiency cost, and much more. These reports can be created, saved and automatically updated as data is entered by the City personnel. Each user will be able to create and save important reports only accessible by each specific user or the group administrator. All deferred maintenance deficiency corrections, renewals, preservation and upgrades will be synthesized to develop an overall comprehensive report and plan. The comprehensive report and plan will provide an overall executive summary, benchmarking, prioritization, or recommended corrective actions and associated costs. The plan will be presented as a hard copy record report, and will be housed as a living document which can be utilized to generate targeted projects and capital improvement plans within the software. Each deficient component or system will be assigned a unique record and identification number. Together, these records build a current state conditions database for the entire portfolio. Each record is comprised of multiple data markers including its recommended Action Timeframe, the criterion which anchors specific deficiencies in time. Records additionally catalogue the deficiency description, location, observed remaining useful life (based on the on-site visual inspection), the risk and impact of failure for that component or system, and the recommended corrective action. The software additionally allows the opportunity to add client customized fields at any level which can be categorized to record any additional information that requires tracking or inventory. The following examples illustrate our mobile device collection tool (iOS, Windows, and Android friendly) and one single complete representative record. COMMENTS AND SUGGESTIONS SOFTWARE CONTINUED 22.e Packet Pg. 812 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need CITY OF SAN BERNARDINO| 87 Example Data Collection Fields with Customizable Inventory and Preventative Maintenance Fields COMMENTS AND SUGGESTIONS SOFTWARE CONTINUED 22.e Packet Pg. 813 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 88 | SAMPLE DESKTOP RECORD This sample record illustrates a typical complete record, but does not include the inventory item fields. A typical project contains several thousand unique records. Inventory fields are included in each record to assist in gathering Preventative Maintenance (PM) Data that can be utilized to inform a PM Plan. COMMENTS AND SUGGESTIONS SOFTWARE CONTINUED 22.e Packet Pg. 814 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need CITY OF SAN BERNARDINO| 89 SAMPLE DESKTOP RECORD (cont’d) Cost Book The cost book can be configured to incorporate into client software such as the AiM Planning and Needs Analysis module through ExcelTM export / import. The software Cost Book export includes Level 3 UniFormat “Systems” pricing along with Level 5 UniFormat “Component” price points. Along with the cost information the cost book also contains B.O.M.A. Life Expectancy ratings, Applied Units of Measure, Impact of Failure, and CannonDesign’s estimating assumptions and notes that are comprised from over 60 years of historical estimating data. The cost book will be based on current software system pricing, establishing a base year for the year assessed. Escalation can be achieved through addition of a column set with an inflation based formula added to the book and re- calculating subtotals by item row. Import Setup can be achieved by cross-referencing our client’s existing software import requirements with the cost book to ensure a seamless integration.Example of a customizable Software Cost Book Excel Output COMMENTS AND SUGGESTIONS SOFTWARE CONTINUED 22.e Packet Pg. 815 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 90 | CMMS INTEGRATION The CannonDesign FOS team designed and developed their own facility management software application for assessment, analysis, and action. The software is SQL-based and powered by Amazon Web Services (AWS). Hosting on AWS provides a high level of safety and security. AWS also allows for an unlimited number of users within several specific user groups, provides an unlimited amount of storage space for any file type, and can be accessed through any Web browser on any Internet-connected device. Additionally, the software has a one-click export to Microsoft Word, Microsoft Excel, and PDF, and as such has flexible integration capabilities with other external Computer Maintenance Management Systems (CMMS) including Archibus, Maximo, Tririga, etc. COMMENTS AND SUGGESTIONS SOFTWARE CONTINUED 22.e Packet Pg. 816 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need CITY OF SAN BERNARDINO| 91 The CannonDesign/Z&K Consulting team has in-house expertise in providing ASHRAE energy audits on existing facilities. This added value helps the City recognize sustainability issues and establish energy conservation measures, including utility cost savings on applicable facilities. ASHRAE Level 1 – Walk-Through Analysis/Preliminary Audit The Level 1 audit is called a simple audit, screening audit, or walk-through audit, and is the most basic. It involves minimal interviews with site operating personnel, a brief review of facility utility bills and other operations data, and a walk-through of the facility, all geared toward the identification of glaring areas of energy waste or inefficiency. The data compiled is then used for the preliminary energy use analysis and a report detailing low- cost/no-cost measures and potential capital improvements that can be targeted for further study. Typically, a Level 1 audit will only uncover major problem areas. Corrective measures are briefly described and quick estimates of implementation costs, potential operating cost savings, and simple payback periods are provided. This level of detail, while not sufficient for reaching a final decision on implementing proposed measures, is adequate to prioritize energy efficiency projects and to assess the need for a more detailed audit. Level 1 • Brief on-site survey of the building • Savings and simple cost analysis of low-cost/ no-cost Energy Conservation Measures (ECMs) • Identification of potential capital improvements meriting further consideration ASHRAE Level 2 – Energy Survey and Analysis A Level 2 audit includes the preliminary ASHRAE Level 1 analysis, but also includes more detailed energy calculations and financial analysis of proposed energy efficiency measures. The financial analysis or Life Cycle Cost Analysis provides the facility owner with comprehensive understanding of the financial benefits of implementing specific energy efficiency measures. Utility bills are collected for a 24 to 36 month period to allow the auditor to evaluate the facility’s energy / demand rate structures and energy usage profiles. This type of audit identifies major energy conservation measures appropriate for the facility given its operating parameters. A detailed financial analysis is performed for each measure based on implementation cost estimates, site-specific operating cost savings, and the customer’s investment criteria. Sufficient detail is provided to justify project implementation. Level 2 • More detailed building survey • Breakdown of energy use • Savings and cost analysis of all ECMs • Identification of ECMs requiring more thorough data collection and analysis ASHRAE Level 3 – Detailed Analysis of Capital Intensive Modifications This level of engineering analysis focuses on the potential capital-intensive projects identified in the Level 2 analysis and involves more detailed field data gathering as well as a more rigorous engineering analysis. It provides detailed project cost and savings calculations with the high level of confidence required for major capital investment decisions. This audit alternatively is called a comprehensive audit, detailed audit, or technical analysis audit. It expands on the Level 2 audit by providing a dynamic model of energy use characteristics of both the existing facility and all energy conservation measures identified. The building model is calibrated using actual utility data to provide a realistic baseline against which to compute operating savings for proposed measures. Extensive attention is given to understanding not only the operating characteristics of all energy consuming systems, but also the situations that cause load profile variations on both an annual and a daily basis. Existing utility data is supplemented with sub-metering of major energy consuming systems and monitoring of system operating characteristics. Level 3 • Attention to capital-intensive projects identified during the Level 2 audit • More detailed field analysis • More rigorous engineering analysis • Cost and savings calculations with a high level of accuracy The 3 services in this “Comments and Suggestions” tab are fees that are to be negotiable upon request by the City post selection and are not included in our fee submission. COMMENTS AND SUGGESTIONS 3. ENERGY AUDITING 22.e Packet Pg. 817 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 22.e Packet Pg. 818 Attachment: PW.Cannon.Attachment 3.1.Proposal-CannonDesign (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 1 | RESPONSE TO REQUEST FOR PROPOSAL City of San Bernardino Facilities Condition Assessment and Need Assessment (FCNA) Fee Schedule Revised May 7, 2018 • RFP Number GB-18-007 22.f Packet Pg. 819 Attachment: PW.Cannon.Attachment 3.2.Fee Schedule (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 2 | 22.f Packet Pg. 820 Attachment: PW.Cannon.Attachment 3.2.Fee Schedule (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need FEE SCHEDULE Please accept the following Fee Schedule which is inclusive of all reimbursable expenses. Base Scope - 176 Facilities at 2,169,249 sf FCNA - $480,000 (includes ADA) ALTERNATE 1 - Item 2 per Item 12 on Page 3 of the RFP - Seismic/Structural/Environmental Seismic/Structural - $305,000 Environmental - $105,000 ALTERNATE 2 - Item 4 - Per Item 12 on Page 3 of the RFP - Current Replacement Value including Soft Costs CRV - There is no additional charge to perform this portion of the Scope of Work. Price includes all reimbursable expenses FEE ADJUSTMENT CLARIFICATIONS 1. CannonDesign/gkkworks/Z&K extensively reviewed the scope of work and refine our fee proposal. As a team, we have revised costs to perform the required tasks to our minimum thresholds in keeping the level of quality expected by the city. 2. Collectively as a team we have cut +/- 30% of the proposed original fee. 3. All 176 assets will be included in the Facility Condition Assessment. They will be reviewed at the appropriate level of detail per asset type and complexity to satisfy the RFP. 4. All 176 assets will receive a 55 point ADA Compliance Assessment at the appropriate level of detail per asset type and complexity to satisfy the RFP. 5. Alternate #1- All 176 assets will be assesed for seismic and structural integrety with environmental as required to meet the intent of the RFP. 6. Scope clarification for item #8 of the RFP: Our team will provide a prioritized deferred maintenance, not preventative, schedule based on annual timeframes and associated costs. 7. Scope clarification for item #9 of the RFP: Our team will provide a 20 year deferred maintenance forecast with associated costs in lieu of a 20 year preventative maintenance forecast. 22.f Packet Pg. 821 Attachment: PW.Cannon.Attachment 3.2.Fee Schedule (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 4 | 2018 HOURLY RATE SCHEDULE Category Rates Licensed EE, ME SE & ADA specialist $130.00 Project Manager $140.00 Combinations Inspectors $120.00 Project Engineers $115.00 Environmental Assessment $125.00 Technical Support $95.00 2018 HOURLY RATE SCHEDULE Integrated Design Services Category Rates Senior Principal $375.00 Principal $275.00 Senior Vice President $250.00 Vice President $225.00 Associate Vice President $200.00 Professional IV $185.00 Professional III $155.00 Professional II $140.00 Professional I $105.00 Technician IV $110.00 Technician III $100.00 Technician II $90.00 Technician I $80.00 Administrative Support $70.00 Rates are subject to change at the end of the calendar year. 22.f Packet Pg. 822 Attachment: PW.Cannon.Attachment 3.2.Fee Schedule (5568 : Agreement with Cannon Parkin, Inc. for Facilities Condition and Need 23.a Packet Pg. 823 Attachment: H&ED.HUD Annual Action Plan.REPORT (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) HOME The objectives of the program are: 1. To strengthen the ability of State and local governments to design and implement strategies for achieving adequate supplies of decent, affordable housing. 2. To provide assistance to participating jurisdictions for development of affordable housing. 3. To strengthen partnerships among all levels of government and the private sector. ESG The program provides funding for the: 1. Engagement of individuals and families living on the streets. 2. Improvement of homeless shelters and operation of shelters. 3. Rapid re-housing of homeless persons and homeless prevention. In order to continue receiving an allocation under CDBG, HOME and ESG, the City is required to submit an Annual Action Plan to the United States Department of Housing and Urban Development (HUD). The Action Plan serves as the City’s grant application for the grant programs. The City of San Bernardino’s Draft United States Department of Housing and Urban Development FY 2018/19 Annual Action Plan (Draft Action Plan) recommends projects that best meet identified community needs eligible under CDBG, HOME and ESG. Discussion The Draft Action Plan covers the fourth year segment of the HUD-approved five year Consolidated Plan for the City of San Bernardino. The Draft Action Plan is based on the actual FY 2018/19 allocations published by HUD on May 1, 2018. The City’s allocation for FY 2018/19 was increased for CDBG and HOME and slightly decreased for ESG, as noted in the following table. HUD FY 2018/19 Allocation Program 2018-19 Allocation 2017-18 Allocation % Increase from 2017-18 CDBG $3,376,861 $3,057,089 10% HOME $1,385,676 $01 100% ESG $ 275,207 $ 283,454 -3% TOTAL $5,037,744 $3,340,543 51% 1From July 1, 2015 through June 30, 2018 the City of San Bernardino is part of the County of San Bernardino HOME Consortium and its allocation has been managed by the County on behalf of the City. In addition to the FY 2018/19 HUD allocation, the recommended activity allocations in the Draft Action Plan include the City’s uncommitted funds from prior years and funds that have been reprogrammed in order to meet federal expenditure timeliness requirements and prevent recapture by the Federal Treasury. A summary of the recommended activities and funding levels is noted below: 23.a Packet Pg. 824 Attachment: H&ED.HUD Annual Action Plan.REPORT (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) Recommended Activities by Category Category Program Category Totals CDBG HOME ESG Public Facilities with Contingency $2,760,671 $2,760,671 Removal of Blight $ 100,000 $ 100,000 Fair Housing1 $ 66,000 $ 66,000 Economic/Community Development $ 739,818 $ 739,818 SF Housing Programs $ 250,000 $650,000 $ 900,000 Homeless Services $302,581 $ 302,581 Administration $ 675,372 $138,568 $ 20,641 $ 834,581 Program Totals $4,591,861 $788,568 $323,222 $5,703,651 1 Required for all jurisdictions receiving CDBG funds. 2018-19 Goals and Objectives The Draft Action Plan aligns with Goal No 2: Provide for the Safety of City Residents and Businesses; Goal No 3: Create, Maintain and Grow Jobs and Economic Value in the City; Goal No 4: Ensure Development of a Well-Planned, Balanced, and Sustainable City; and Goal No. 7: Pursue City Goals and Objectives by Working with Other Agencies. Adoption of the Draft Action Plan will allow the City to continue to fund programs that eliminate blight and improve the safety of neighborhoods, assist in small business start-up and expansion, fund infrastructure projects, and maintain a working relationship with the Federal Government. Fiscal Impact The total HUD allocation for FY 2018/19 has been increased by 51% from FY 2017/18. Adoption of the Draft HUD FY 2018/19 Annual Action Plan will not impact the General Fund. Conclusion It is recommended that the Mayor and City Council of the City adopt the Resolution, adopting the United States Department of Housing and Urban Development FY 2018/19 Draft Annual Action Plan. Attachments Attachment 1 Resolution; Exhibit A- City of San Bernardino Draft FY 2018/19 Action Plan; Exhibit B- Fiscal Year 2018-19 Draft Action Plan Activity Recommendations Ward: Synopsis of Previous Council Actions: N/A 23.a Packet Pg. 825 Attachment: H&ED.HUD Annual Action Plan.REPORT (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 2018-157 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, ADOPTING THE DRAFT UNITED STATES DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT FISCAL YEAR 2018- 2019 ANNUAL ACTION PLAN WHEREAS, the City of San Bernardino (City) participates in the United States Department of Housing and Urban Development’s (HUD) Community Development Block Grant (CDBG), HOME Investment Partnerships (HOME), and Emergency Solutions Grant (ESG) Programs; and WHEREAS, to receive CDBG, HOME and ESG funds, the City must produce a HUD Annual Action Plan that describes the City’s planned investments for the coming year, including projected actions for the proposed CDBG, HOME, and ESG projects; and WHEREAS, HUD has allocated to the City $3,376,861 in CDBG funds, $1,385,676 in HOME funds and $275,207 in ESG funds for Fiscal Year 2018-2019; and WHEREAS, for Fiscal Year 2018-2019 HUD has made a direct allocation of HOME funds to the City and the City will no longer be a member of the County HOME Consortium. WHEREAS, the City has approximately $1,215,000 in unspent CDBG funds, $20,000 in unspent HOME funds and $48,000 in unspent ESG funds that will be programmed to eligible activities in Fiscal Year 2018-19; and WHEREAS, the total amount of CDBG, HOME and ESG funds for Fiscal Year 2018- 2019, including prior years unspent funds, is $6,321,000; and WHEREAS, on May 8, 2018, a notice of a Mayor and City Council public hearing was published, in English and Spanish, in the San Bernardino Sun, regarding the allocation of CDBG, HOME and ESG funds and the availability of the Draft HUD Fiscal Year 2018-2019 Annual Action Plan for public review and comment, between May 8, 2018 and June 6, 2018; and WHEREAS, the Mayor and City Council have considered the community needs, priorities and strategies set forth in the 2015-2019 Consolidated Plan and the Housing Element of the General Plan and conclude that the proposed activities identified in the Draft HUD Fiscal Year 2018-2019 Annual Action Plan are consistent with the strategies established in the Consolidated Plan and Housing Element; and WHEREAS, pursuant to Section 15378 of the State of California Environmental Quality Act (CEQA) the proposed Draft HUD Fiscal Year 2018-2019 Annual Action Plan is considered a planning document and is not subject to and therefore exempt from the requirements of CEQA; and 23.b Packet Pg. 826 Attachment: H&ED.HUD Annual Action Plan.RESOLUTION (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 WHEREAS, the proposed Draft HUD Fiscal Year 2018-2019 Annual Action Plan is subject to the provisions of the National Environmental Protection Act (NEPA) with which all activities funded under the Draft HUD Fiscal Year 2018-2019 Annual Action Plan shall comply. NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. The Draft HUD Fiscal Year 2018-2019 Annual Action Plan (Exhibit A) outlining the City’s housing and community development needs, priorities and strategies is hereby adopted, and the City Council does hereby authorize the City Manager or her designee to take any further actions and execute any further documents as are necessary to effectuate the submittal of the Draft HUD Fiscal Year 2018-2019 Annual Action Plan and certification to HUD. SECTION 2. Fiscal Year 2018-2019 CDBG, HOME and ESG funds are proposed to be allocated as indicated in Exhibit B. SECTION 3. Of the Fiscal Year 2018-2019 funds, $675,372 in CDBG funds, $138,568 in HOME funds, and $20,641 in ESG funds, will be available for administrative costs necessary to administer the three noted programs as listed in Exhibit B. SECTION 4. The City Manager, or her designee, is hereby authorized and directed to proportionately adjust the amount of each approved activity, in the event the City receives more or less federal funds than allocated by HUD; to take all other action and execute all other documents as may be necessary to effectuate the intent of the Draft HUD Fiscal Year 2018-2019 Annual Action Plan, and in consultation with the City Attorney, to make such ministerial and non-material revisions as may be necessary to effectuate its intent. SECTION 5. The proposed Draft HUD Fiscal Year 2018-2019 Annual Action Plan activities shall undergo an environmental review prior to any release of funds consistent with the program regulations found in 24 CFR, Part 58.5. Any violation of its provisions may result in disapproval or modification of City funding. SECTION 6. This Resolution shall take effect upon adoption. The City Clerk shall certify the adoption of this Resolution. / / / / / / / / / / / / / / / 23.b Packet Pg. 827 Attachment: H&ED.HUD Annual Action Plan.RESOLUTION (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) 3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, ADOPTING THE DRAFT UNITED STATES DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT FISCAL YEAR 2018- 2019 ANNUAL ACTION PLAN I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and City Council of the City of San Bernardino at a regular joint meeting thereof, held on the 6th day of June, 2018, by the following vote, to wit: Council Members: AYES NAYS ABSTAIN ABSENT MARQUEZ _____ _____ _______ _______ BARRIOS _____ _____ _______ _______ VALDIVIA _____ _____ _______ _______ SHORETT _____ _____ _______ _______ NICKEL _____ _____ _______ _______ RICHARD _____ _____ _______ _______ MULVIHILL _____ _____ _______ _______ Georgeann Hanna, City Clerk The foregoing Resolution is hereby approved this 6th day of June, 2018. R. Carey Davis, Mayor City of San Bernardino Approved as to form: Gary D. Saenz, City Attorney By: _________________________ 23.b Packet Pg. 828 Attachment: H&ED.HUD Annual Action Plan.RESOLUTION (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) City of San Bernardino Vision for the Future CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN P ROJECTS TO BE UNDERTAKEN TO MEET THE OBJECTIVES OF THE C ONSOLIDATED P LAN Mayor: R. Carey Davis Councilmember First Ward: Virginia Marquez Councilmember Second Ward: Benito J. Barrios Councilmember Third Ward: John Valdivia Councilmember Fourth Ward: Fred Shorett Councilmember Fifth Ward: Henry Nickel Councilmember Sixth Ward: Bessine L. Richard Councilmember Seventh Ward: James L. Mulvihill Photo: Valencia Vista Apartments Funded with City HOME Dollars 23.c Packet Pg. 829 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 1 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE City of San Bernardino Vision for the Future WE ENVISION a world class city which capitalizes on its location, the diversity of its people and its economy to create a broad range of choices for its residents in how they live, work, and play. WE ENVISION a thriving city possessing a sustainable system of high-quality education, community health, public safety, housing, retail, recreation, arts and culture and infrastructure. WE ENVISION a vibrant economy with a skilled workforce that attracts employers who seek the unique opportunities the city has to offer and provide jobs that create citywide prosperity. WE ENVISION a model community which is governed in an open and ethical manner, where all sectors work collaboratively to reach shared goals. WE ENVISION a city that is recognized as the county's business and government center and a home for those seeking a sense of community and the best life has to offer. 23.c Packet Pg. 830 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 2 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE Executive Summary AP-05 Executive Summary - 24 CFR 91.200(c), 91.220(b) 1.1 Introduction The City of San Bernardino is the most populous city in San Bernardino County and, is home to over 210,000 residents. The City is located in the Inland Empire and encompasses an area of approximately 59 square miles. San Bernardino is located about 60 miles east of Los Angeles, 120 miles northeast of metropolitan San Diego, and 55 miles northwest of Palm Springs. The City of San Bernardino (City) must prepare and submit to the Department of Housing and Urban Development (HUD) an Annual Action Plan that details the proposed uses of federal grants the City receives. The grants are referred to as entitlement grants because communities receive the funds annually if they meet program requirements and criteria associated with each of the grants. The City is an entitlement community and receives the following federal grants: • Community Development Block Grant (CDBG) CDBG funds are federal grant funds used to develop viable urban communities by providing decent housing and a suitable living environment and by expanding economic opportunities, principally for low- and moderate-income persons. • HOME Investment Partnerships Program (HOME) HOME provides formula grants funds to fund affordable housing for low-income households through a range of activities including building, buying, and/or rehabilitating affordable housing for rent or homeownership or providing direct rental assistance to low-income households. • Emergency Solutions Grant (ESG) ESG funds are used to: (1) engage homeless individuals and families living on the street; (2) improve the number and quality of emergency shelters for homeless individuals and families; (3) help operate homeless shelters; (4) provide essential services to shelter residents, (5) rapidly re-house homeless individuals and families, and (6) prevent families/individuals from becoming homeless. The three funding categories and the associated programs are graphically depicted below: 23.c Packet Pg. 831 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 3 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE FY 2018-19 FUNDING The Action Plan serves as the City’s annual application to HUD and is a requirement for a receipt of yearly allocations from the three entitlements programs. To receive these funds, the City undertakes a planning process known as the Consolidated Plan cycle. This process is documented by three reports: 1) a Five-Year Consolidated Plan; 2) five annual one-year Action Plans, and 3) five annual Consolidated Annual Performance and Evaluation Reports (CAPERs). CDBG Administration 12% CDBG Section 108 Debt Service 12% CDBG Micro- Enterprise 1% CDBG Fair Housing 1% CDBG SF Owner Rehab 4% CDBG Demolition 2% CDBG Parks Projects 41% CDBG Contingency 7% HOME Infill Housing 12% HOME Administration 3% ESG Activities 5% ESG Administration 0% FY 2018-19 FUNDING 23.c Packet Pg. 832 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 4 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE 1.2 Summarize the objectives and outcomes identified in the Plan The City of San Bernardino has a range of housing and community development needs. CDBG, HOME, and ESG funds alone cannot adequately address the needs identified during the public outreach process. Recognizing the national objectives of these funding programs and specific program regulations, the City intends to use the funds to coordinate programs, services, and projects to create a decent and suitable living environment to benefit low- and moderate-income households and those with special needs. Priorities for the FY 2015-2019 CONSOLIDATED PLAN established in consultation with residents and community groups are the high priority goals noted below (1-8) and low priority goals (9-10): Priority Goals 1 Goal Preserve and Rehabilitate Single Family Dwellings Goal Description Preserve and extend the useful life of existing housing stock through repair and rehabilitation. 2 Goal Improve Neighborhood Conditions Through Code Enforcement and Neighborhood Revitalization Goal Description Fund activities that provide code enforcement, demolition and clearance to ensure neighborhoods are safe for residents and moving toward revitalization. 3 Goal Expand Homeownership Opportunities and Assist Homebuyers with Purchase Affordable Housing Goal Description Fund the construction of new single family housing on infill lots for sale to first time homebuyers. Provide down-payment assistance to first time homebuyers. 4 Goal Assist Homeless and Special Needs Populations with Supportive Services Goal Description Fund social service organization to assist persons who are homeless in the city through the provision of homeless prevention, emergency shelter, outreach, supportive services and placement in permanent supportive housing. 5 Goal Promote Economic Development and Employment Opportunities for Low and Moderate Income Persons Goal Description Fund education and training for business owners to launch and retain successful small business and improve business viability. 23.c Packet Pg. 833 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 5 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE Priority Goals (Cont’d) 6 Goal Improve and Expand Existing Community Facilities and Infrastructure to Meet Current and Future Needs Goal Description Fund city-wide public facility improvements that benefit low income households to include parks, community swimming pools, lighting, sidewalks, and replacement of unsafe and outdated park playgrounds. 7 Goal Eliminate Identified Impediments to Fair Housing Through Education, Enforcement, and Testing Goal Description Fund fair housing activities to include fair housing enforcement, landlord/tenant mediation and education. 8 Goal Planning and Administration for Management of CDBG, HOME and ESG Programs Goal Description Funding for the planning and administration of the CDBG, HOME and ESG programs. 9 Goal Provide Rental Assistance and Preserve Existing Affordable Rental Housing Goal Description Asset management and monitoring of existing rental developments funded with HOME to make units available at affordable rents. 10 Goal Expand the Affordable Housing Inventory Through New Construction Goal Description Continue to fund the infill housing program that will build new homes on infill lots. 3 Evaluation of past performance Staff’s evaluation of its progress in meeting the goals and objectives noted in the FY 2015-2019 Consolidated Plan demonstrated that it is necessary for the City to reassess its ability to meet its Consolidated Plan goals and objectives with its given resources. To ensure that the City continues to make progress, the Mayor and City Council held public hearings to approve the amendment to annual actions plans: • FY 2016-17 Annual Action Plan – On December 19, 2016 the Mayor and the City Council approved a substantial amendment to bring the City’s goals and objectives in line with what could be achieved based on the City’s resources and add additional activities that will promote decent 23.c Packet Pg. 834 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 6 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE housing suitable living environments and expanded economic opportunities to low and moderate-income persons. • FY 2016-17 Annual Action Plan – On March 20, 2017 the Mayor and City Council approve a policy that would, with the exception of the fair housing program, eliminate the use of CDBG funds to support public service activities. • FY 2017-18 Annual Action Plan – On January 17, 2018 the Mayor and City Council approved an amendment to the budget to include new capital improvement activities, as well as homeless outreach and supportive services for residents of the city who may experience homelessness. The City will continue to monitor its procedures and activities and make adjustments as necessary to ensure the efficient and timely use of these funds. 4. Summary of Citizen Participation Process and consultation process The City advertised a Notice of Funding Available requesting applications for agencies seeking funding under the ESG program and fair housing activities under CDBG. An evaluation process was undertaken to review and evaluate each application for eligibility and concurrence with the Annual Plan goals and priorities. • Published a public notice (in English and Spanish) in the San Bernardino Sun, and El Chicano announcing the availability of the Draft FY 2018-19 Annual Action (See Appendix A). • Made available a copy of the Draft FY 2018-2019 Annual Action Plan at the City Clerk’s Office, the City website and Norman F. Feldheym Public Library for public review. • Held a 30-day public comment period for the Draft FY 2018-2019 Annual Action Plan for the period of May 8 through June 6, 2018. • Held a public hearing to approve and submit the FY 2018-2019 Annual Action Plan to HUD. • Monthly informal meeting with community members who are interested in improving the housing opportunities in the City. Summary of Public Comments As required by HUD regulations, all comments received, and responses to the comments are summarized in the Annual Action Plan and included in the submission to HUD. A public comment period for the Draft FY 2018-2018 Annual Action Plan was held from May 8 through June 6, 2018. Summary of comments or views not accepted and the reasons for not accepting them 23.c Packet Pg. 835 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 7 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE 7. Summary The City has undertaken diligent and good faith efforts to reach all segments of the community that may benefit from the City’s CDBG, HOME, and ESG programs. PR-05 Lead & Responsible Agencies – 91.200(b) 1. Agency/entity responsible for preparing/administering the Consolidated Plan Describe the agency/entity responsible for preparing the Consolidated Plan and those responsible for administration of each grant program and funding source. Agency Role Name Department/Agency CDBG Administrator City of San Bernardino Economic & Housing Development Department HOME Administrator City of San Bernardino Economic & Housing Development Department ESG Administrator City of San Bernardino Economic & Housing Development Department HOPWA Administrator Not Applicable Not Applicable Table 1 – Responsible Agencies Narrative (optional) The Economic & Housing Development Department plans, administers, implements and monitors projects funded through the City’s formula entitlement funds from HUD. As a recipient of these funds, the City’s Economic & Housing Development Department is tasked with the responsibility of developing and carrying out the goals and objectives noted in the Consolidated Plan. The City uses these and other funds to provide decent housing, create a suitable living environment, and expand economic opportunities throughout the City. The Economic & Housing Development Department works closely with other City departments, the City Manager's Office, the City Council, and City commissions in establishing and carrying out goals that will preserve the quality of life in San Bernardino. Consolidated Plan Public Contact Information For matters concerning the City of San Bernardino’s CDBG, HOME, and ESG programs, please contact: the Economic & Housing Development Department, 215 N D Street, 3rd Floor, San Bernardino, CA 92418, telephone: (909) 384-7270. 23.c Packet Pg. 836 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 8 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE AP-10 Consultation – 91.100, 91.200(b), 91.215(l) 1. Introduction The City views the Consolidated Plan as an opportunity to engage the community in the CDBG, ESG, and HOME investment process. It urges citizens to voice their concerns and share their ideas concerning community development, affordable housing, and homelessness. It encourages all residents, especially those living in low- and moderate- income neighborhoods, to participate in the planning process. Provide a concise summary of the jurisdiction’s activities to enhance coordination between public and assisted housing providers and private and governmental health, mental health and service agencies (91.215(l)) • The City has been working in a partnership with the Housing Authority of the County of San Bernardino (HACSB) and County Community Development Agency to redevelop 251 units of public housing at the former Waterman Gardens public housing project. • The City is also working in a partnership with National CORE, an Inland Empire CHDO in the redevelopment of Waterman Gardens. The City has been coordinating and working in partnership with HACSB and Housing Partners I, a San Bernardino County CHDO, , in the acquisition and rehabilitation of a 21-unit apartment complex into 38 permanent supportive housing units for homeless persons. • The City provides funding for, and coordinates with, two non-profit housing providers (NPHS and NHSIE) for the provision of homeowner housing assistance, through single family rehabilitation. • Housing Partners I and NPHS are also providing new infill ownership housing, with funds provided by the City, to increase homeownership among households at and below 80% of Area Median Income and to utilize vacant lots throughout the city. • Through the Quality of Life Committee, the City coordinates with the County Department of Behavioral Health in and ongoing exchange of information and resources available persons who are experiencing homelessness and mental health crises. • The City also coordinates a senior nutrition program and various senior outreach services with the County Office of Aging and Adult Services. 23.c Packet Pg. 837 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 9 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE Describe coordination with the Continuum of Care and efforts to address the needs of homeless persons (particularly chronically homeless individuals and families, families with children, veterans, and unaccompanied youth) and persons at risk of homelessness. As homelessness has no boundaries, the most efficient way to address the needs of the homeless (especially chronically homeless populations), is regionally. There are three entities that work collaboratively to address homelessness throughout San Bernardino County. They are: 1) the Interagency Council on Homelessness, a policy making body; 2) Homeless Provider Network, an advisory group made up of local public, private, faith- based, non-profit and housing organizations who work to improve service delivery to the homeless; 3) the San Bernardino County Behavioral Health Administration, Office of Homeless Services, the ; administrative arm of the CoC. The strategy that guides the actions of the above-mentioned groups is the “10-Year Strategy to End Homelessness in San Bernardino County”. This document serves as the blueprint for ending homelessness in San Bernardino County. The City of San Bernardino is an active participant of the Continuum of Care (CoC) and fully supports the goals and objectives of the 10-Year Strategy to End Homelessness in San Bernardino County. City of San Bernardino City Councilmember, Virginia Marquez, represents the City of San Bernardino on the board of the Interagency Council on Homelessness, the City’s Police Department supports and participates in the Point-in- Time Homeless Count, and the Economic & Housing Development Department staff requires its ESG Subrecipients to participate in the CoC’s Homeless Management Information System (HMIS), a software application designed to collect client-level data and data on the provision of housing and services to homeless individuals and families and persons at risk of homelessness. Through its ESG program the City funds four organizations that provide homeless prevention services, street outreach, rapid rehousing and permanent supportive housing. Describe consultation with the Continuum(s) of Care that serves the jurisdiction's area in determining how to allocate ESG funds, develop performance standards for and evaluate outcomes of projects and activities assisted by ESG funds, and develop funding, policies and procedures for the operation and administration of HMIS The City works closely with the CoC and attends its regularly scheduled meetings and trainings in the area of homelessness. 23.c Packet Pg. 838 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 10 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE Describe Agencies, groups, organizations and others who participated in the process and describe the jurisdiction’s consultations with housing, social service agencies and other entities During the development of the 2015-2019 Consolidated Plan, the City consulted with the following services/agencies to solicit their input on housing and community development needs: • Health services providers • Social services for: children, elderly, disabled, homeless, persons with AIDS • State and local health agencies • Adjacent local governments • Economic development interests • Public housing agency A total of 258 agencies were consulted. Table 2 – Agencies, groups, organizations who participated Identify any Agency Types not consulted and provide rationale for not consulting The City contacted 258 agencies as part of the outreach process for this CONSOLIDATED PLAN. All applicable agencies and agency types were consulted. 23.c Packet Pg. 839 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 11 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE Other local/regional/state/federal planning efforts considered when preparing the Plan Name of Plan Lead Organization How do the goals of your Strategic Plan overlap with the goals of each plan? Continuum of Care Continuum of Care Alliance Potential funding allocations to address homeless needs will complement the COC Strategy. 10-Year Strategy to End Homelessness Continuum of Care Alliance Funding allocations to address homeless needs will be consistent with the 10-Year Strategy to End Homelessness. City of San Bernardino 2013- 2021 Housing Element City of San Bernardino Department of Community Development Potential funding allocations to address housing needs will complement the 2013-2021 Housing Element. Housing Authority County of San Bernardino (HACSB) Housing Authority County of San Bernardino (HACSB) The City will support HACSB’s efforts on public housing and their partnership on Waterman Gardens. Table 3 – Other local / regional / federal planning efforts Narrative (optional) Through the development of the FY 2015-2019 Consolidated Plan, the City has reached out to various agencies (i.e. COC, public and assisted housing providers, and private and governmental health, mental health and services agencies) for consultation purposes. For addressing the needs of the homeless and low-income persons, the City will continue to 1) monitor the policies of the CoC Interagency Council on Homelessness to ensure that our local efforts correspond to the regional policies; 2) coordinate with the California State University - San Bernardino to provide employment opportunities to students looking for an opportunity to link theory with practice, and gain real world experience in the public sector; and 3) support the efforts of the Housing Authority of the County of San Bernardino (HACSB), the largest provider affordable housing in the County, to provide low income families with resources, skills and motivation to transition out of government-assisted programs and into economic independence. 23.c Packet Pg. 840 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 12 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE AP-12 Participation – 91.105, 91.200(c) 1. Summary of citizen participation process/Efforts made to broaden citizen participation Summarize citizen participation process and how it impacted goal- setting The City published a public hearing notice (Appendix A) in the San Bernardino Sun, and El Chicano newspapers in accordance with its citizen participation plan for its June 6, 2018 Public Hearing. It also posted the notice and the Draft FY 2018-2019 Action Plan on the City website. The Draft FY 2018-12019 Action Plan was available at the Economic & Housing Development offices, City Clerk’s office and the Norman F. Feldheym Public Library. Additionally, staff meets informally on a monthly basis with local residents, business owners and interest parties who want to improve housing opportunities in the city. 23.c Packet Pg. 841 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 13 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE Citizen Participation Outreach Sort Order Mode of Outreach Target of Outreach Summary of Response/ attendance Summary of comments received Summary of comments not accepted and reasons URL (If applicable) 1 Public Notice in Newspaper of General Circulation Minorities Non- English speaking Specify other language: Spanish Persons with disabilities Residents of Public and Assisted Housing Low Income San Bernardino Residents Non- targeted/ broad community No comments were received Not applicable Not applicable http://iecn.c om/newspa pers/el- chicano/ https://www. sbsun.com/ 2 Internet Outreach Non- targeted / broad community No comments were received Not applicable Not applicable www.sbcity. org/housing 23.c Packet Pg. 842 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 14 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE Sort Order Mode of Outreach Target of Outreach Summary of Response/ attendance Summary of comments received Summary of comments not accepted and reasons URL (If applicable) 3 Public Meeting Minorities Non- English speaking – Specify other language: Spanish Persons with disabilities Residents of Public and Assisted Housing Low Income San Bernardino Residents Non- targeted/ broad community No comments were received Not applicable Not applicable 23.c Packet Pg. 843 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 15 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE Sort Order Mode of Outreach Target of Outreach Summary of Response/ attendance Summary of comments received Summary of comments not accepted and reasons URL (If applicable) 4 Public Hearing Minorities Non- English speaking – Specify other language: Spanish Persons with disabilities Residents of Public and Assisted Housing Low Income San Bernardino Residents Non- targeted/ broad community No comments were received Not applicable Not applicable http://sanbe rnardinocity ca.iqm2.co m/Citizens/ Calendar.as px 23.c Packet Pg. 844 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 16 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE Sort Order Mode of Outreach Target of Outreach Summary of Response/ attendance Summary of comments received Summary of comments not accepted and reasons URL (If applicable) 5 Monthly meetings Informal monthly meetings at a community location with interested residents and business owners interested in improving housing conditions in the City of San Bernardino Attendees will invite friends and neighbors. Primarily suggestions on programs that may benefit residents and neighborhoo ds. N/A N/A Table 4 – Citizen Participation Outreach 23.c Packet Pg. 845 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 17 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE Expected Resources AP-15 Expected Resources – 91.220(c) (1, 2) Introduction According to the HUD Office of Community Planning and Development (CONSOLIDATED PLAND) Notice #16-18, for FY 2018-2019, HUD will not execute a grant agreement with a grantee until HUD has received a plan which incorporates the actual allocation amount a grantee is to receive for FY 2018-2019. The President signed the budget in late March, 2018 and HUD is waiting for notification of the allocations to jurisdictions. To ensure that the City allows ample time to fulfill its citizen participation requirements for the submission of this document, financial resources used to support the activities noted in this document are estimates and are based on FY 2017-2018 allocations. When HUD announces the FY 2018-2019 appropriations, the City will proportionally increase or decrease each activity budget to collectively match the FY 2018-2019 allocation amounts. 23.c Packet Pg. 846 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 18 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE Priority Table Program Source of Funds Uses of Funds Expected Amount Available Year 1 Expected Amount Available Remainder of Con Plan Narrative Description Annual Allocation Program Income Prior Year Resources Total CDBG Public – Federal Admin. Acquisition Planning, Economic Development, Housing Public Improvements Fair Housing Services $3,376,861 $0 $1,215,000 $4,591,861 $0 Funding for FY 2018- 2019 includes the City’s HUD allocation, and unspent/uncommitted funds from previous years. HOME Public – Federal Administration Infill housing $1,385,676 $0 $20,000 $1,405,676 $0 In FY 2018-2019, the City will no longer be part of the County HOME Consortium. The City plans to invest its HOME dollars in the Infill Housing Program. ESG Public – Federal Street Outreach Essential Services Rapid Re-Housing Homeless Prevention Emergency Shelter Administration $275,207 $0 $48,015 $323,222 $0 Funding for FY 2018- 2019 includes the City’s estimated HUD allocation and unspent/uncommitted funds from previous years. Table 5 - Expected Resources – Priority Table 23.c Packet Pg. 847 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 19 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE Explain how federal funds will leverage those additional resources (private, state and local funds), including a description of how matching requirements will be satisfied The City leverages its resources with public and private capital in order to develop quality affordable homes for San Bernardino residents. Additional funds to serve the needs of lower- and moderate-income residents were derived from a variety of other sources, including: Federal Resources • Supportive Housing for the Elderly (Section 202) • Supportive Housing for Persons with Disabilities (Section 811) • Housing Opportunities for Persons with AIDS (HOPWA) • Youthbuild • Federal Low-Income Tax Credit Program State Resources • State Low-Income Tax Credit Program • Affordable Housing and Sustainable Communities • No Place Like Home • Veteran Housing and Homeless Prevention Program • Mental Health Service Act (MHSA)Funding Local Resources • San Bernardino County Continuum of Care • Housing Authority of San Bernardino County (HACSB) Private Resources • Dignity Health • San Manuel Band of Mission Indians • San Bernardino Unified School District • City of San Bernardino Successor Housing Agency For those organizations that received ESG funds, agencies met the match requirement through utilization of volunteerism, in-kind contributions and funds from other local, state and federal programs. HUD requires HOME recipients to match 25 percent of their HOME annual allocation. In accordance with 24 CFR 92.222, when a local jurisdiction meets one of the distress criteria, it is determined to be in fiscal distress and receives a 50 percent reduction of match. In 2017 the City was still a participant in the County of San Bernardino HOME consortium and pursuant to the FY 2017 HOME match reductions, the City qualified for a 50% reduction in its HOME match. Since the 50% match reduction is effective for the fiscal year in which the determination was made and for the following fiscal year, the City will reduce it required HOME match, of the funds it receives for fiscal year 2018, by 50%. . Nonetheless, the City of San Bernardino will continue to leverage its HOME funds with other housing resources. . Any funds that are used in a HOME activity in 23.c Packet Pg. 848 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 20 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE excess of the required match will be documented by the City and reported to HUD as part of the Consolidated Annual Performance and Evaluation Report each year. If appropriate, describe publically owned land or property located within the jurisdiction that may be used to address the needs identified in the plan As part of the dissolution of the redevelopment agency, successor agencies with real property assets are required to dispose of the properties pursuant to the City’s Long Range Property Management Plan or Housing Asset Transfer (HAT) Plan. The Successor Housing Agency’s HAT listed a total of 141 parcels of land. Some of these parcels are to be sold and others will be retained for business and or affordable housing development. It is the intent of the City to select properties to be used in the City’s Infill Housing Program, a program that will develop single family homes on vacant and or blighted sites and sell them to income qualified buyers. Discussion None 23.c Packet Pg. 849 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 21 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE Annual Goals and Objectives AP-20 Annual Goals and Objectives - 91.420, 91.220(c)(3)&(e) Goals Summary Information Sort Order Goal Name Start Year End Year Category Geographic Area Needs Addressed Funding Goal Outcome Indicator 1 Preserve and Rehabilitate Housing 2018 2019 Affordable Housing Citywide Preserve & Rehab SF Owner Housing CDBG $250,000 4 Housing Units 2 Improve Neighborhood Conditions 2018 2019 Affordable Housing Citywide Improve Neighborhood Conditions-Demolition CDBG $100,000 3 Housing Units 3 Expand Home Ownership Opportunities 2018 2019 Affordable Housing Citywide Expand Home Ownership – Down Payment Assistance NSP3: $815,000 16 Households 4 Supportive Services 2018 2019 Homeless Citywide Supportive Services ESG: $323,222 200 persons 5 Provide Assistance to Renter Households 2018 2019 Affordable Housing Citywide Provide Assistance to Renter Households HOME: $0 CDBG: $0 0 Households 6 Promote Economic Development 2018 2019 Non-Housing Community Development Citywide Promote Economic Development - Micro Enterprise CDBG: $32,950 10 Businesses 7 Promote Economic Development 2018 2019 Non-Housing Community Development Citywide Promote Economic Development - Section 108 Debt Service CDBG: $706,868 215 Jobs 8 Improve Facilities and Infrastructure 2018 2019 Non-Housing Community Development Citywide Improve Facilities and Infrastructure CDBG: $2,354,000 9 Public Facilities 9 New Affordable Housing Construction 2018 2019 Affordable Housing Citywide New Affordable Housing Construction – Infill Housing HOME: $650,000 3 Housing Units 10 Fair Housing 2018 2019 Affordable Housing Citywide Fair Housing CDBG: $66,000 3,300 Persons 11 Planning and Administration 2018 2019 Administration Citywide Planning and Administration CDBG:$ 675,372 HOME:$ 138,568 ESG: $ 20,641 N/A 23.c Packet Pg. 850 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 22 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE Table 6 – Goals Summary # GOAL GOAL DESCRIPTION 1 Goal Name Preserve and Rehabilitate Housing Goal Description Preserve and rehabilitate existing single family dwellings. 2 Goal Name Improve Neighborhood Conditions Goal Description Improve neighborhood conditions through code enforcement and neighborhood revitalization. 3 Goal Name Expand Home Ownership Opportunities Goal Description Expand home ownership opportunities and assist homebuyers with the purchase of affordable housing. 4 Goal Name Provide Assistance to Renter Households Goal Description Provide rental assistance and preserve existing affordable rental housing. 5 Goal Name Provide Supportive Services Goal Description Assist homeless and special needs populations with supportive services. 6 Goal Name New Affordable Housing Construction Goal Description Expand the affordable housing inventory through new construction. 7 Goal Name Promote Economic Development Goal Description Promote economic development and employment opportunities for low and moderate income persons. 8 Goal Name Improve Facilities and Infrastructure Goal Description Improve and expand existing community facilities and infrastructure to meet current and future needs. 9 Goal Name Fair Housing Goal Description Eliminate identified impediments to fair housing through education, enforcement and testing. 10 Goal Name Planning and Administration Goal Description The City will implement the goals and objectives of the Consolidated Plan by delivering a variety of housing and community development programs and activities. The City will also continue to comply with the planning and reporting requirements of the Consolidated Plan regulations and CDBG, HOME and ESG regulations. Annually, the City will monitor it use of CDBG, HOME and ESG funds to ensure effective and appropriate use of funds. Table 7 – Goal Descriptions 23.c Packet Pg. 851 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 23 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE Estimate the number of extremely low-income, low-income, and moderate-income families to whom the jurisdiction will provide affordable housing as defined by HOME 91.215(b): The City will provide affordable housing units through its infill housing program and its homeownership housing program. For FY 2018-2019 intends to complete approximately 7 affordable housing units to income qualified households (see #2 and #3 in AP-38 Project Summary Table) AP-35 Projects – 91.220(d) Introduction With its CDBG, HOME, and ESG funds, the City of San Bernardino will fund eligible projects in the following categories: preserve and rehabilitate housing; improve neighborhood conditions; expand home ownership opportunities; provide assistance to renter households,, provide supportive services; promote economic development; improve facilities and infrastructure; fair housing, and program planning and administration. # Project Name 1 Preserve and Rehabilitate Housing 2 Improve Neighborhood Conditions 3 Expand Homeownership Opportunities 4 Provide Assistance to Renter Households 5 Provide Supportive Services 6 New Affordable Housing Construction 7 Promote Economic Development 8 Improve Facilities and Infrastructure 9 Fair Housing 10 Planning and Administration Table 8 – Project Information Describe the reasons for allocation priorities and any obstacles to addressing underserved needs As the City emerges from bankruptcy, it is important to identify spending strategies that will result in positive change in the community and promote opportunities for growth, for those reasons the City has allocated the majority of its federal funds to affordable housing development and capital improvement activities as these activities will benefit a broader range of persons who reside in areas that are primarily residential and of low or moderate income. The greatest challenge in meeting the underserved needs of low- and moderate-income persons is having limited financial resources. The City will continue to partner with a wide variety of community-based service providers, municipal agencies, faith-based organizations and others to address obstacles to meeting underserved needs. 23.c Packet Pg. 852 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 24 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE Projects AP-38 Projects Summary Project Summary Information 1 Project Name Fair Housing Target Area Citywide Goals Supported Fair Housing Needs Addressed Fair housing and landlord/tenant mediation. Funding CDBG: $66,000 Description Inland Fair Housing Mediation Board will provide activities that will assist the City in furthering fair housing. Target Date 6/30/2019 No. of Units 3,300 people (Fair Housing Services – 330 people / Landlord Tenant Mediation Services – 2,970 people) Location Description Citywide Planned Activities IFHMB will provide investigation, education, conciliation, and/or referral of housing discrimination complaints free of charge in the City of San Bernardino. IFHMB offers workshops to educate housing providers, tenants, homeowners, and financial and lending institutions on fair housing laws. 23.c Packet Pg. 853 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 25 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE AP-38 Projects Summary (Cont’d) 2 Project Name Improve Neighborhood Conditions Target Area Citywide Goals Supported Improve neighborhood conditions through code enforcement and demolition. Needs Addressed Removal of vacant and unsafe structures to improve neighborhood conditions and safety. Funding CDBG: $100,000 Description This program will result in the abatement of dangerous vacant, abandoned, and fire-damaged structures. Target Date 6/30/2019 No. of Units 3 housing units Location Citywide Planned Activities Funds will pay for staff salaries; asbestos and lead-testing; and demolition contractor services. 3 Project Name Preserve and Rehabilitate Housing Target Area Citywide Goals Supported Preserve and rehabilitate existing single family housing units. Needs Addressed Adequate and safe housing stock. Funding CDBG: $250,000 Description Grants for rehabilitation of single-family homes: Applicant incomes at or below 80% of Area Median Income. Target Date 06/30/2019 No. of Units 4 housing units Location Description Citywide Planned Activities Construction management, lead and asbestos inspection and housing rehabilitation services. 23.c Packet Pg. 854 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 26 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE AP-38 Projects Summary (Cont’d) 4 Project Name Promote Economic Development Target Area Citywide Goals Supported Promote Economic Development Needs Addressed Technical assistance in business start-ups and growth. Funding CDBG: $32,950 Description Provide no-cost services to business owners to improve the likelihood of successful business launch, and growth of existing businesses. Target Date 06/30/2019 No. of Units N/A Location Description Citywide Planned Activities No-cost workshops, one-on-one sessions and telephone/email consultation services to residents/business owners. 5 Project Name Improve Facilities and Infrastructure Target Area 9 Public Facilities Goals Supported Improve Facilities and Infrastructure Needs Addressed Improve Facilities and Infrastructure Funding CDBG: $2,354,000 Description Remove and replace existing playground equipment at 6 park sites to ensure safety and ADA compliance; replace pool plaster at one city pool; renovate splash pads for water conservation; replace HVAC system at one library. Target Date 6/30/2019 No. of Units 9 Public Facilities Location Description Citywide Planned Activities Remove and replace existing playground equipment at 6 park sites; removal and replacement of pool plaster at one city-owned pool; renovate splash pads for water conservation; replace HVAC system at library. 23.c Packet Pg. 855 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 27 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE AP-38 Projects Summary (Cont’d) 6 Project Name Promote Economic Development Target Area N/A Goals Supported Promote Economic Development Needs Addressed Promote Economic Development Funding CDBG: $706,868 Description Debt payment on Section 108 in order to pursue to pursue physical and economic revitalization that will provide jobs. Target Date 6/30/2019 No. of Units 215 Jobs Location Description Citywide Planned Activities Section 108 debt repayment 7 Project Name Provide Supportive Services Target Area Citywide Goals Supported Supportive Services Needs Addressed Emergency shelter and supportive services. Funding ESG: $115,000 Description Lutheran Social Services of Southern California helps homeless men achieve self- sufficiency by providing them with a bridge to permanent housing, and wrap-around support services. Target Date 6/30/2019 No. of Units 500 persons Location Description 1354 N. “G” Street, San Bernardino, CA 92405 Planned Activities Emergency shelter, street outreach and HMIS access. 23.c Packet Pg. 856 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 28 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE AP-38 Projects Summary (Cont’d) 8 Project Name Provide Supportive Services Target Area Citywide Goals Supported Supportive Services Needs Addressed Homeless prevention and housing persons experiencing homelessness. Funding ESG: $55,000 Description Community Action Partnership will provide rapid-rehousing and homeless prevention activities to homeless and/or near homeless individuals. ESG funds will also be used to support CAP’s access and usage of the County’s Homeless Management Information System (HMIS). Target Date 6/30/2019 No. of Units Rapid Re-Housing Services:15 households; Homeless Prevention: 65 households Location 696 S. Tippecanoe Avenue, San Bernardino, CA 92408 Planned Activities Community Action Partnership will provide homeless persons and those at risk of homelessness with temporary rental assistance, financial literacy education, and linkages to other support services. 9 Project Name Provide Supportive Services Target Area Citywide Goals Supported Supportive services Needs Addressed Emergency shelter and supportive services for persons experiencing homelessness. Funding ESG: $54,581 Description Family Services Association will provide emergency shelter (motel vouchers) wraparound services and case management, to prevent homelessness. Target Date 06/30/2019 No. of Units 50 Individuals/Families, 200 Motel Vouchers/Bed Nights. Location Description 612 Lawton Street, Redlands, CA 92374 Planned Activities Support to 50 individuals/families and provide 200 motel vouchers/bed nights. 23.c Packet Pg. 857 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 29 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE AP-38 Projects Summary (Cont’d) 10 Project Name Provide Supportive Services Target Area Citywide Goals Supported Supportive Services Needs Addressed Emergency shelter and supportive services for women and children experiencing homelessness. Funding ESG: $75,000 Description Time For Change will provide emergency shelter services, case management, and supportive services for homeless women and children in order to facilitate stable housing, gainful employment and life skills toward achieving self-sufficiency. Target Date 06/30/2019 No. of Units 75 People Location Description 1255 E. Highland Avenue, #221, San Bernardino, CA 92406 Planned Activities Street Outreach, Emergency Shelter, Homeless Prevention, HMIS and Administration. 11 Project Name Expand Homeownership Opportunities Target Area Citywide Goals Supported Home Ownership Opportunities Needs Addressed Affordable housing for low and moderate income families. Funding HOME: $650,000 Description Infill housing will provide home ownership opportunities for low and moderate income homebuyers by developing affordable housing units on infill lots. Target Date 06/30/2019 No. of Units 3 housing units Location Description 9551 Pittsburgh Avenue, Rancho Cucamonga, CA 91730 Planned Activities Construction of new single family units on infill lots throughout the city. 23.c Packet Pg. 858 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 30 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE AP-38 Projects Summary (Cont’d) 12 Project Name Planning and Administration Target Area N/A Goals Supported Planning and Administration Needs Addressed Management and administration of the CDBG program. Funding CDBG: $675,372 Description Administration of the CDBG program by City staff and consultants. Preparation of various planning and performance documents, contracts and HUD reports; oversight and management of individual projects and programs. Target Date 06/30/2019 No. of Units N/A Location 201 North D Street #302, San Bernardino, CA 92401 Planned Activities Grant and project management. 13 Project Name Planning and Administration Target Area N/A Goals Supported Planning and Administration Needs Addressed Management and administration of the ESG program to ensure provision of services to persons at risk of homelessness and those who are experiencing homelessness. Funding ESG: $20,641 Description Administration of ESG program. Preparation of necessary HUD reports; monitor grant recipients and perform other duties as necessary. Target Date 06/30/2019 No. of Units N/A Location 201 N. “E” Street, Suite 301, San Bernardino, CA 92401 Planned Activities Grant and project management 23.c Packet Pg. 859 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 31 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE AP-38 Projects Summary (Cont’d) 14 Project Name Planning and Administration Target Area N/A Goals Supported Planning and Administration Needs Addressed Management and administration of the HOME program to ensure provision of affordable housing. Funding HOME: $138,568 Description Administration of the HOME program. City staff and consultants will manage various HOME funded programs; prepare financial documents, contracts and HUD reports. Target Date 06/30/2019 No. of Units N/A Location Description 201 N. “E” Street, Suite 301, San Bernardino, CA 92401 Planned Activities Grant and project management Table 9 – Project Summary 23.c Packet Pg. 860 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 32 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE AP-50 Geographic Distribution – 91.220(f) Description of the geographic areas of the entitlement (including areas of low- income and minority concentration) where assistance will be directed The City will use its funding for FY 2018-2019 to finance a variety of housing, community development, economic development, and capital improvement projects. The majority of the funding will be used to finance projects targeting low- to moderate- income individuals and families throughout the City. CDBG Benefit Service Areas are defined as geographic locations within the City of San Bernardino where 51 percent or more of the households in those areas are low- to moderate-income. The 2010 U.S. Census identified approximately 68.9 percent of the City consisted of households with low or moderate incomes. A map of the Low / Moderate Income Target Areas is attached to this document. (Appendix B) The City of San Bernardino has become increasingly diverse in its racial and ethnic makeup. (Appendix C) Over the past decades the City has seen a shift from a non- Hispanic, White majority to a Hispanic Origin majority. According to the U.S. 2010 Census, approximately 60 percent of the population is of Hispanic Origin, 19 percent is Non-Hispanic, White, 14.2 percent is Black, 3.8 percent is Asian and 2.9 percent is comprised of some “Other” race or ethnicity. Geographic Distribution Target Area Percentage of Funds San Bernardino, City 100 Table 10 - Geographic Distribution Rationale for the priorities for allocating investments geographically The funding available under the 2015-2019 CONSOLIDATED PLAN may be used to meet a variety of community development and housing needs. As part of the development of the 2015-2019 CONSOLIDATED PLAN, the City established priority needs based on an in depth analysis of the several factors housing, homelessness, poverty, special needs, lead hazards, institutional structure, etc. The City will utilize its federal funding to pursue goals and objectives listed in the section “AP-20 Annual Goals and Objectives” of this document. Discussion The City of San Bernardino has not designated any Neighborhood Revitalization Strategy Areas (NRSA) within in the City. 23.c Packet Pg. 861 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 33 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE Affordable Housing AP -55 Affordable Housing – 91.220(g) Introduction In accordance with the Housing Needs Assessment of the Consolidate Plan, housing problems within the City of San Bernardino include: 1) Units with physical defects; 2) overcrowded conditions; and 3) housing cost burden. The City will use CDBG and HOME funds to pursue two affordable housing goals: 1) Preserve and Rehabilitation Housing, 2) Expand Home Ownership Opportunities and 3) Provide Assistance to Renter Households. Preserve and Rehabilitate Housing Approximately 67 percent of San Bernardino’s housing stock is over 30 years old and potentially in need of rehabilitation. Many low- and moderate-income households, particular seniors and disabled, are unable to fund the necessary repairs to their homes. Expand Home Ownership Opportunities There is a need for affordable housing in San Bernardino. According to the City’s Consolidated Plan, 54 percent of all renter-households and 43 percent of all owner- households experience at least one housing problem. The most prevalent housing problems within the City is cost burden and overcrowded conditions. Families who pay more than 30 percent of their income for housing are considered cost burdened and may have difficulty affording necessities such as food, clothing, transportation and medical care. Overcrowded conditions exist when more people are living within a single dwelling than there is space for, so that movement is restricted, privacy is compromised and levels of stress increase. According to the City’s 2013-2021 Housing Element, approximately 51% of all San Bernardino households overpaid for housing. Ten percent of the ownership households and 21 percent of renter households lived in overcrowded conditions. Provide Assistance to Renter Households The City has a significant inventory of publicly assisted rental housing affordable to low- income households. Eighteen affordable rental housing developments in the City offer income/rent restricted housing for approximately 2,205 very low income households. Among these, 15 projects have subsidy contracts that are expiring during the next 10 years. These projects are technically considered at risk of converting to market-rate housing. However, most of these projects are non-profit owned senior housing which will receive priority for rental of subsidy contracts with HUD. Therefore it is unlikely that the projects will convert to market-rate housing. Nonetheless, the City will periodically reach out to owners of assisted projects to understand their intentions for opting out of the Housing Choice Voucher Program or pursuing financial restructuring in order to extend the terms of affordability. 23.c Packet Pg. 862 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 34 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE The City also will continue to work with qualified Community Housing Development Organizations (CHDO) to acquire and construct or rehabilitate multifamily housing as long-term affordable housing for lower-income households. One Year Goals for the Number of Households to be Supported Homeless 581 Non-Homeless 3 Special-Needs 0 Total 3 Table 11 - One Year Goals for Affordable Housing by Support Requirement One Year Goals for the Number of Households Supported Through Rental Assistance 0 The Production of New Units 3 Rehab of Existing Units 422 Acquisition of Existing Units 0 Total 7 Table 12 - One Year Goals for Affordable Housing by Support Type Discussion Although the County of San Bernardino HOME Consortium has been responsible for implementing the City’s HOME program through June 30, 2018, beginning FY 2018- 2019, the City will once again manage its HOME fund allocation. The City will invest HOME dollars in the Infill Housing Ownership Program. 1 The Golden Apartments acquisition and rehabilitation, which was funded in FY 2017-18, will be completed in FY 2018-19 and will house 38 homeless persons in permanent supportive housing. The City’s FY 2017-18 ESG contract with Step Up on Second will result in the provision of permanent housing for 20 homeless persons likely in FY 2018-19. 2 The Golden Apartments acquisition and rehabilitation will result in 38 units, as noted in footnote number 1. As noted in AP38 Project Summary Table, project #3 will result in the rehabilitation of four single family units. 23.c Packet Pg. 863 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 35 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE AP-60 Public Housing – 91.220(h) Introduction Public housing and other assisted housing programs are crucial elements of the City’s efforts to address affordable housing needs of low- and moderate-income families, senior citizens, disabled individuals, and other individuals. The City falls within the jurisdiction of the Housing Authority of the County of San Bernardino (HACSB). This agency administers the Housing Choice Voucher Program, which provides rental assistance to eligible residents of San Bernardino by providing monthly rental assistance to participants who want to rent from a private landlord, but cannot afford the full monthly rental payment. The Housing Choice Voucher program is funded by the U.S. Department of Housing and Urban Development (HUD). In 2017, the latest year for which data is available, , HACSB provided 10,653 housing choice vouchers throughout San Bernardino County, assisting 25,348 individuals. Of those 10,653 housing choice vouchers, 2,968 or 28% were issued to San Bernardino City residents. The City will continue to support the efforts of HACSB in the administration of the Housing Choice Voucher and maximize the use of those funds and other resources in San Bernardino. Actions planned during the next year to address the needs to public housing To assist HACSB in addressing public housing needs, the City will do the following: Monitor At-Risk Units The City will maintain contact with the owners of at-risk units, encourage the owner to keep the at-risk units affordable and utilize, if feasible, local incentives to preserve any at-risk units. Rental Subsidies If available, the City will assign financial resources to provide rental assistance to very low-income tenants to cover the difference between their current rents and market rents. Support and Assist Local Non-Profit Organizations In order to develop or preserve the City’s affordable housing stock, the City will provide technical and/or financial assistance to local non-profit organizations that provide affordable housing. 23.c Packet Pg. 864 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 36 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE Actions to encourage public housing residents to become more involved in management and participate in homeownership The City does not own any public housing units, therefore has not undertaken efforts to encourage public housing residents to become more involved in the management of public housing units. As for homeownership opportunities, the City has initiated an Infill Housing Program that will acquire distress properties within San Bernardino, rehabilitate them and sell them to income qualified homebuyers. The City will work with HACSB, to identify any households who may be eligible for the Housing Choice Voucher Program. If the PHA is designated as troubled, describe the manner in which financial assistance will be provided or other assistance Not applicable. Discussion None. 23.c Packet Pg. 865 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 37 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE AP-65 Homeless and Other Special Needs Activities – 91.220(i) Introduction According to the San Bernardino County 2017 Homeless Count and Subpopulation Survey - Preliminary Report, 491 persons in the City of San Bernardino were homeless during the point-in-time (P-I-T) count conducted in January 25, 2018. A total of 137 individuals were sheltered, 176 were sheltered in transitional housing and 333 were unsheltered. To address this issue, the City will allocate approximately $283,990 in ESG funds to homeless service providers to who are skilled at transitioning homeless individuals and families from homelessness to permanent housing through a variety of activities including street outreach, homeless prevention, rapid re-housing, emergency shelter and essential services. Describe the jurisdictions one-year goals and actions for reducing and ending homelessness including reaching out to homeless persons (especially unsheltered persons) and assessing their individual needs The City is an active member of the San Bernardino CoC and fully supports the goals and objectives of the San Bernardino County 10-Year Strategy to End Homelessness. To reach out to homeless persons and assess their individual needs, the City will continue to support the CoC’s coordinated entry system, 2-1-1 San Bernardino County. The Coordinated Entry System will provide people who are at imminent risk of becoming homeless (HUD Homeless definition (Category 2) with problem solving support to retain current housing or to locate get housing placement. The City will continue to use General Funds to support its Quality of Life Team, a public and private sector partnership tasked with addressing potential public health hazards within the community, including connecting homeless individuals who live in encampments with necessary support services. Additionally, through its ESG funds, the City is funding Step Up On Second, with the goal of reaching 200 homeless persons through street outreach, providing social service referrals to 75 of those 200 persons and facilitating the placement of 10% into permanent housing (20 homeless persons). Addressing the emergency shelter and transitional housing needs of homeless persons The City provides funds on an annual basis to a number of non-profit agencies that operate emergency shelters and/or transitional housing for the homeless. Emergency shelters provide the most basic needs of safe shelter and nourishment, as well as drop- in services, counseling, medical treatment, transportation assistance, referrals to mental health and social service agencies, and assistance with finding appropriate permanent housing. Transitional shelters provide housing and needed resources (i.e., job training, money management, alcohol and drug rehabilitation, parenting classes, counseling) to help individuals and families re-establish independent living. These facilities also assist 23.c Packet Pg. 866 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 38 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE clients with finding permanent housing. Helping homeless persons (especially chronically homeless individuals and families, families with children, veterans and their families, and unaccompanied youth) make the transition to permanent housing and independent living, including shortening the period of time that individuals and families experience homelessness, facilitating access for homeless individuals and families to affordable housing units, and preventing individuals and families who were recently homeless from becoming homeless again The City of San Bernardino recognizes that homelessness is a regional issue that impacts every community in the region. As the largest community in the County, the City also serves as a hub for service providers. The City supports the efforts of this network of agencies in ending homelessness through the Regional Continuum of Care Strategy. The Continuum of Care Strategy involves four key components, one of which is homeless prevention. The provision of preventative services will decrease the number of households and individuals who will become homeless and require emergency shelters and assistance. The City seeks to prevent homelessness by funding emergency assistance for families and households at-risk of being homeless. Educating residents about available services is a key component in reducing homelessness. Based on the City’s discussions with homeless advocates and providers, permanent housing and support services are priorities for addressing the immediate needs of the homeless population. Providing emergency services without complementary transitional and permanent housing services creates a situation where the homeless remain in San Bernardino for services but are trapped in an emergency housing situation or lack shelter due to inadequate resources for transitional and permanent housing. The City will emphasize services providing transitional and permanent housing assistance through case management, life skills, rental support and job assistance for homeless families and individuals transitioning to permanent housing. Utilizing its HOME dollars, in FY 2017-18 the City funded the acquisition of the Golden Apartments, a 21-unit apartment complex that will be rehabilitated and converted into 38 one-bedroom apartments of supportive housing for homeless persons. The units are slated for completion and occupancy by FY 2018-19. As previously noted, many of the transitional housing programs assisted by the City include assistance with finding permanent housing. In addition, the County’s 10-Year Strategy for Ending Homelessness was recalibrated in 2013 to focus on a rapid re- housing approach that is also consistent with a Housing First Model. This approach is intended to minimize the amount a time an individual or family remains homeless or in shelters. The Housing First Model also focuses on homeless prevention by emphasizing the need to keep individuals and families in their current housing if appropriate. 23.c Packet Pg. 867 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 39 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE Helping low-income individuals and families avoid becoming homeless, especially extremely low-income individuals and families and those who are: being discharged from publicly funded institutions and systems of care (such as health care facilities, mental health facilities, foster care and other youth facilities, and corrections programs and institutions); or, receiving assistance from public or private agencies that address housing, health, social services, employment, education, or youth needs. The City will continue to support the regional CoC’s efforts to implement the San Bernardino County 10-Year Strategy for Ending Homelessness. This plan includes a recommendation to focus on discharge planning in order to prevent people from becoming homeless when they are discharged from correctional, foster care, health care, or mental health care systems. The McKinney-Vento Act requires that State and local governments have policies and protocols in place to ensure that persons being discharged from a publicly-funded institution or system of care are not discharged immediately into homelessness. In order to meet HUD’s requirements, the 10-Year Strategy has established a Discharge Planning Committee to focus on improving coordination between discharge planning agencies, local government, and homeless service providers in order to implement a “zero tolerance” plan that will prevent persons being discharged into homelessness. Discussion The CoC’s coordinated entry system provides a single point of entry for people who are homeless to be screened and assessed for a range of CoC and City funded homeless programs, including emergency shelters, transitional housing, permanent supportive housing, and rapid rehousing services. All contracted service providers report outcomes based on the countywide outcome standards developed by the Behavioral Health Administration-Office of Homeless Services, in order to inform future adjustments to the service system. 23.c Packet Pg. 868 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 40 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE One year goals for the number of households to be provided housing through the use of HOPWA for: Short-term rent, mortgage, and utility assistance to prevent homelessness of the individual or family 0 Tenant-based rental assistance 0 Units provided in housing facilities (transitional or permanent) that are being developed, leased, or operated 0 Units provided in transitional short-term housing facilities developed, leased, or operated with HOPWA funds 0 Total 0 23.c Packet Pg. 869 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 41 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE AP-75 Barriers to affordable housing – 91.220(j) Introduction The City recognizes that barriers to affordable housing exist and continues to employ strategies to overcome them. These added costs of housing can be contributed to: Lack of Affordable Housing Funds: The availability of funding for affordable housing has been severely affected by the dissolution of redevelopment agencies. Prior to 2012, redevelopment activities and funding was the City’s primary tool for assisting with neighborhood revitalization efforts and production of affordable housing. The loss of this funding represents a constraint for the City of San Bernardino’s efforts to continue to support neighborhood revitalization. Environmental Protection: State law (California Environmental Quality Act and California Endangered Species Act) and federal law (National Environmental Policy Act and Federal Endangered Species Act) regulations require environmental review of proposed discretionary projects (e.g., subdivision maps, use permits, etc.). Costs and time delay resulting from the environmental review process are also added to the cost of housing. Site Improvements: Many parts of San Bernardino are undeveloped and lack adequate pedestrian and automobile infrastructure to support new residential subdivisions. All new residential development is required to provide sidewalk with curbs and gutters and must be served by appropriate roadways consistent with the General Plan Circulation Element and adopted road development standards. The cost of these improvements increases the cost of development, but is necessary to facilitate pedestrian and vehicular access and movement in the City. Planning and Development Fees: Planning and development impact fees, such as for transportation, water, and sewer infrastructure improvements, often add to the overall cost of development. The City’s fees reflect the fair share of the costs of providing permitting, infrastructure, and services for new residences. Permit and Processing Procedures: Builders and developers frequently cite the cost of holding land during the evaluation and review process as a significant factor in the cost of housing. The City of San Bernardino’s development review process is designed to accommodate growth without compromising quality. Project quality is of critical concern, as the City faces challenges in securing foreclosed single-family homes and poorly maintained multifamily complexes. State and Federal Davis-Bacon Prevailing Wages: The State Department of Industrial Relations (DIR) expanded the kinds of projects that require the payment of prevailing wages. Prevailing wage adds to the overall cost of development. A prevailing wage must also be paid to laborers when federal funds are used to pay labor costs for any project over $2,000 or on any multi-family project over eight units. Based on 23.c Packet Pg. 870 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 42 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE discussions with developers, various prevailing wage requirements typically inflate the development costs by 35 percent. Actions it planned to remove or ameliorate the negative effects of public policies that serve as barriers to affordable housing such as land use controls, tax policies affecting land, zoning ordinances, building codes, fees and charges, growth limitations, and policies affecting the return on residential investment The City undertook a major effort to eliminate constraints, with respect to land use regulations, by developing and adopting a new Development Code that unified and simplified the City’s development regulations and processes. That effort was followed by a reorganization of the City to unify the various development-related departments into a single Community Development Department and a one-stop permit counter. Moreover, the City is in the process of making the following additional amendments to the Municipal Code in order to further reduce barriers to affordable housing: 1. Corridor Improvement Program - The four Corridor Strategic Areas (Mount Vernon, E Street, Baseline, and Highland) are generally characterized by underperforming strip commercial, vacant or underutilized parcels, deteriorating structures, and inconsistent façades and signage. The Corridor Improvement Program is an optional package of policy, regulatory, and incentives intended to stimulate investment and development in the Corridor Strategic Areas. While the underlying land use designations and zones still apply, the property owner may request, and the City may choose to apply, aspects of the Corridor Improvement Program necessary to achieve the desired results. 2. General Lot Consolidation Incentive - Small, individual lots offer limited development potential, and generally cannot support onsite property management. Development opportunities could be increased through a small-lot consolidation program that offers a 15 percent density bonus for projects with a residential component that are committing to a maintenance plan and having on- site management. The City is anticipating amending the Development Code to incentivize lot Consolidation. Approval is anticipated in fiscal year 2018-19.. 3. Density Bonus Provisions - Density bonus projects can be an important source of housing for lower and moderate income households. The City anticipates amending the Development Code to reflect the latest amendments to State density bonus law. 4. Transitional and Supportive Housing - The City plans to amend the Development Code to adequately define transitional and permanent supportive housing and permit these uses based on unit type, in accordance with Senate Bill 2. 5. Streamlined Processing - The City is committed to continuing the streamlining of development activities and regulations and will continue to analyze potential 23.c Packet Pg. 871 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 43 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE programs that seek to eliminate land use constraints, particularly as related to the provision of new housing and rehabilitation of existing housing. The City amended its Development Code in 2012 to make it more user-friendly and to minimize confusion for staff and the development community. As part of the Development Code update, the City also introduced a new streamlined type of Conditional Use Permit: the Minor Use Permit (MUP). The MUP is reviewed by the Development/Environmental Review Committee rather than the Planning Commission, which requires less staff time (and a relatively shorter process for developers), lower fees, and can be used in lieu of a CUP for certain qualified projects. Discussion To address housing affordability and the lack of monetary resources for affordable housing, the Consolidated Plan calls for the investment of CDBG and/or HOME funds to preserve and rehabilitate housing units and provide homeownership opportunities to low and moderate-income households. For FY 2018-2019, the City will continue to fund its Infill Housing Program and Owner Occupied Residential Rehabilitation Program. Through the City’s Infill Housing Program, the City will acquire, rehabilitate vacant and/or underutilized parcels of land and create housing affordable to low- and moderate-income households. The Owner Occupied Residential Rehabilitation Program will provide deferred loans for the rehabilitation of single family units owned by low and moderate income households. Although the City no longer has access to redevelopment funds, the City will continue to leverage its CDBG and HOME funds to attract private and other available public resources, including land conveyed to the City for the purpose of creating affordable housing for low- and moderate- income households. 23.c Packet Pg. 872 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 44 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE AP-85 Other Actions – 91.220(k) Introduction Priority Needs established in the FY 2015 - 2019 Five-Year Consolidated Plan, which form the basis for establishing objectives and outcomes in the FY 2018-2019 One-Year Action Plan, are as follows: High Priority • Preserve and rehabilitate existing single-family dwellings. • Improve neighborhood conditions through code enforcement and neighborhood revitalization. • Expand homeownership opportunities and assist homebuyers with the purchase of affordable housing. • Assist homeless and special needs populations with supportive services. • Promote economic development and employment opportunities for low and moderate income persons. • Improve and expand existing community facilities and infrastructure to meet current and future needs. • Eliminate identified impediments to fair housing through education, enforcement, and testing. • Planning and administration Low Priority • Provide rental assistance and preserve existing affordable rental housing. • Expand the affordable housing inventory through new construction. Actions planned to address obstacles to meeting underserved needs To address obstacles to meeting underserved needs, the City will allocate CDBG, uncommitted HOME and ESG funds through the 2018-2019 Action plan in projects that provide financing for the affordable housing development, housing rehabilitation, job creation, public facility/infrastructure improvements and homeless prevention. The City will also support HACSB’s efforts to obtain additional rental assistance funding, especially for seniors and lower-income households. Actions planned to foster and maintain affordable housing The City will invest HOME funds to expand the supply of affordable housing and will use CDBG and HOME funds to preserve and maintain existing affordable housing through the City of San Bernardino’s Owner Occupied Residential Rehabilitation Program that anticipates rehabilitating up to 4 homes owned by income qualified San Bernardino homeowners. (See #3 in AP38 Projects Summary Table) Actions planned to reduce lead-based paint hazards To reduce lead-based paint hazards and in accordance, housing constructed prior to 1978 and assisted through the City of San Bernardino’s Owner Occupied Residential Rehabilitation Program will be tested for lead based paint hazards. If lead based-paint hazards are found, safe work practices or abatement procedures will be included in the 23.c Packet Pg. 873 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 45 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE scope of work for the rehabilitation of the housing unit. All procedures will be in compliance with 24 CFR Part 35. Actions planned to reduce the number of poverty-level families For FY 2018-2019, the City will support: • An Infill Housing Program that will acquire and rehabilitate/construct underutilized properties within the City and when complete sell these homes to low- and moderate income households • An Owner Occupied Residential Rehabilitation Program that will provide financial assistance to San Bernardino homeowners whose homes are in need of repair. • Micro Enterprise Program that will provide small business development training and support to income qualified clients who are wish to start their own small business. • Non-profit homeless service providers who can provide street outreach, rapid- rehousing, homeless prevention, emergency shelter, and other essential services to homeless and near-homeless persons and families. • The improvement of various park facilities within income-eligible areas of the City that provide recreational and support services to low- and moderate- income residents of the City. • The efforts of HACSB, who provides rental assistance to low-income households. • The efforts of the CoC, San Bernardino County Behavioral Health Administration, Office of Homeless Services and various Homeless Service Agencies to provider public and social services to residents living in poverty, including health services, counseling, educational programs, food distribution, academic and vocational training, youth services, and senior services. • The efforts of the City of San Bernardino Internship Program that provides eligible California State University - San Bernardino students the opportunity to work in various departments within the City organization. The program allows students to link theory with practice, and gain real world experience in the public sector. • The goals and objectives of San Bernardino County 10-Year Strategy to End Homelessness. • The CoC’s coordinated entry system, 2-1-1 San Bernardino County that provides people who are at imminent risk of becoming homeless with problem solving support to retain current housing or to locate another housing placement. The City will also continue to use General Funds to support its Quality of Life Team, a public and private sector partnership tasked with addressing potential public health hazards within the community, including connecting homeless individuals who live in 23.c Packet Pg. 874 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 46 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE encampments with necessary support services. Actions planned to develop institutional structure During the next year, the San Bernardino Economic & Housing Development Department will continue consulting with and inviting a wide variety of agencies and organizations (i.e. CoC, HACSB National CORE, County of San Bernardino Community Development and Housing Agency, etc.) involved with the delivery of housing and social services to low- and moderate-income San Bernardino residents. Actions planned to enhance coordination between public and private housing and social service agencies During the next year, the San Bernardino Economic & Housing Development Department will continue consulting with a wide variety of agencies and organizations such as HACSB, County Workforce Development, County Department of Behavioral Health and County Office on Aging and Adult Services ( involved with the delivery of housing, supportive services and economic development to low- and moderate- income San Bernardino residents. Workforce Development, for example, provides job placement services for person in the County and also provides up to three months of paid on the job training and any equipment that an employee may require to carry their new job. In the realm of economic development, the City recently established a partnership with the Mexican Consulate’s “Emprendedores” program. The program partners with the Small Business Administration and the City’s Micro Enterprise program to provide Spanish language training for persons interested in launching a small business or expanding an existing small business. Through the City’s partnership with the “Emprendedores” program, the City will cross promote the services available through Workforce Development. Discussion The implementation of the FY 2018-2019 Action Plan will invest federal resources to address obstacles to meeting underserved needs, foster and maintain affordable housing, reduce lead-based paint hazards, reduce the number of families living in poverty, develop institutional structure, and enhance coordination between public and private housing and social service agencies. 23.c Packet Pg. 875 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 47 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE Program Specific Requirements AP-90 Program Specific Requirements – 91.220(l)(1,2,4) Introduction In the implementation of programs and activities under the 2018-2019 Action Plan, the City of San Bernardino will follow all HUD regulations concerning the use of program income, forms of investment, overall low-and moderate-income benefit for the CDBG program and recapture requirements for the HOME program. Community Development Block Grant Program (CDBG) - Reference 24 CFR 91.220(l)(1) Projects planned with all CDBG funds expected to be available during the year are identified in the Projects Table. The following identifies program income that is available for use that is included in projects to be carried out. 1. The total amount of program income that will have been received before the start of the next program year and that has not yet been reprogrammed a. $ TBD 2. The amount of proceeds from section 108 loan guarantees that will be used during the year to address the priority needs and specific objectives identified in the grantee's strategic plan. a. None 3. The amount of surplus funds from urban renewal settlements. a. None 4. The amount of any grant funds returned to the line of credit for which the planned use has not been included in a prior statement or plan. a. None 5. The amount of income from float-funded activities. a. 0 6. Total Program Income $ TBD 23.c Packet Pg. 876 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 48 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE Other CDBG Requirements 1. The amount of urgent need activities. 0 2. The estimated percentage of CDBG funds that will be used that benefit persons of low and moderate income. 80% 3. Overall Benefit - A consecutive period of one, two or three years may be used to determine that a minimum overall benefit of 70% of CDBG funds is used to benefit persons of low and moderate income. Specify the years covered that include this Annual Action Plan. Three Years 23.c Packet Pg. 877 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 49 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE HOME Investment Partnership Program (HOME) Reference 24 CFR 91.220(l)(2) The City of San Bernardino was a member of the San Bernardino County HOME Consortium. Under the umbrella of the County HOME Consortium, the City was able to preserve its affordable housing program and address regional housing needs in a coordinated way, despite the City declaration of bankruptcy and dissolution of redevelopment. Through this partnership and over the past two years, the City has developed the Valencia Vista Apartments, 76 units of high-quality, affordable homes for low- and moderate income families. In addition, Olive Meadow, with 62 units, opened in September 2017. Lastly, Golden Apartments will open in fiscal year 2018-19 and provide 38 one-bedroom apartments and supportive services for homeless persons. For FY 2018-2019, the City will no longer be a member of the County HOME Consortium. The City will manage its own HOME allocation in FY 2018-2019. Additionally, the City will use uncommitted HOME funds from previous years to support its affordable housing development efforts. The HOME statute provides for a reduction of the matching contribution requirement under three conditions: 1) fiscal distress; 2) severe fiscal distress; and 3) for Presidentially-declared major disasters covered under the Stafford Act. For FY 2010-2014 the City is listed as exempt from this requirements. 1. A description of other forms of investment being used beyond those identified in Section 92.205 is as follows: The City will consider utilizing Neighborhood Stabilization Program (I & III) funds to support the City’s Infill Housing and Residential Rehabilitation Programs. 2. A description of the guidelines that will be used for resale or recapture of HOME funds when used for homebuyer activities as required in 92.254, is as follows: The first time homebuyer program will provide assistance for acquisition of existing housing. This activity will utilize recapture, with a pro-rata reduction for the time the homebuyer has owned and occupied the housing, measured against the required affordability period. 3. A description of the guidelines for resale or recapture that ensures the affordability of units acquired with HOME funds? See 24 CFR 92.254(a)(4) are as follows: The first time homebuyer activity will provide down payment assistance for 23.c Packet Pg. 878 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 50 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE acquisition of existing housing. This activity will utilize recapture, with a pro-rata reduction for the time the homebuyer has owned and occupied the housing, measured against the required affordability period. 4. Plans for using HOME funds to refinance existing debt secured by multifamily housing that is rehabilitated with HOME funds along with a description of the refinancing guidelines required that will be used under 24 CFR 92.206(b), are as follows: The City will not be undertaking any refinancing of existing debt secured by multifamily housing that is rehabilitated with HOME funds. 23.c Packet Pg. 879 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 51 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE Emergency Solutions Grant (ESG) Reference 91.220(l)(4) 1. Include written standards for providing ESG assistance (may include as attachment) The City’s Emergency Solutions Grant (ESG) Program will be used for activities under five program components: 1) Street Outreach; 2) Emergency Shelter; 3) Homeless Prevention; 4) Rapid Re-Housing; and 5) HMIS costs. . ESG applications go through an open proposal process. The Economic & Housing Development Department is responsible for ensuring that the ESG Program is implemented in accordance with all federal rules and regulations. 2. If the Continuum of Care has established centralized or coordinated assessment system that meets HUD requirements, describe that centralized or coordinated assessment system. The Continuum of Care (CoC) is led by the County of San Bernardino, Department of Behavioral Services. The Coordinated Entry System, referred to as 211 San Bernardino County, is operated by the United Way of San Bernardino County and provides free and confidential information and referral service to persons in need of help connecting with various free or low cost health and human service providers. 211 San Bernardino County, is available 24 hours a day, 7 days a week by dialing 2- 1-1 in San Bernardino County or by dialing the toll-free number at 1-888-435-7565. Bilingual staff is available to assist English and/or Spanish speaking callers. However, if another language is need, 211 San Bernardino County, utilizes a translation line that can assist in disseminating information in over 150 languages. 211 San Bernardino County is also available by going to http://211sb.org Within the City’s ESG written agreement, the Subrecipient must agree to coordinate and integrate, to the maximum extent practicable, ESG-funded activities with other programs targeted to homeless people in the area covered by the Continuum of Care or area over which the services are coordinated to provide a strategic, community-wide system to prevent and end homelessness. 3. Identify the process for making sub-awards and describe how the ESG allocation available to private nonprofit organizations (including community and faith-based organizations). City of San Bernardino will competitively procure for services that will meet the goals and objectives of the City’s Consolidated Plan and San Bernardino Continuum of Care’s (CoC) 10-Year Plan to End Homelessness. 23.c Packet Pg. 880 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 52 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE The application review process has three phases. In the first phase, all applications are reviewed by the Economic & Housing Development Department staff for completeness and eligibility under the Federal program guidelines. Eligible programs and projects are then reviewed according to their contribution to the goals and objectives of the City’s approved Consolidated Plan and CoC’s 10-Year Plan to End Homelessness. Preference is given if a program has the ability to help the City meet federal program objectives and local priorities. Organizational capacity, experience, and past performance are also considered. Based on this review, Economic & Housing Development Department staff prepares general funding recommendations that are forwarded to the CDBG Ad Hoc Committee. The CDBG Ad Hoc Committee considers all eligible applications and comments on funding recommendations for the City Council. For the final phase of this process, a public hearing before City Council will be held to consider the 2018-2019 Draft Annual Action Plan. The City Council adopts the Annual Action Plan, which acts as the CDBG, HOME and ESG program annual budget. Upon completion of this process, the City forwards the adopted Annual Action Plan to the U.S. Department of Housing and Urban Development for approval. 23.c Packet Pg. 881 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 53 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE 4. If the jurisdiction is unable to meet the homeless participation requirement in 24 CFR 576.405(a), the jurisdiction must specify its plan for reaching out to and consulting with homeless or formerly homeless individuals in considering policies and funding decisions regarding facilities and services funded under ESG. Provisions in the City’s ESG Subrecipient agreement require ESG Subrecipients to involve not less than one homeless individual or formerly homeless individual on the board of directors or other equivalent policymaking entity of the agency, to the extent that the entity considers and makes policies and decisions regarding any facilities, services, or other assistance that receive funding under the ESG Program. The ESG Subrecipient, must also agree, to the maximum extent practicable, they will involve, through employment, volunteer services, or otherwise, homeless individuals and families in constructing, renovating, maintaining, and operating facilities assisted under this agreement and in providing services for occupants of facilities assisted under the ESG Program. Should they be unable to meet this requirement they should develop a plan in which to correct this issue within a given amount of time established by the City. Additionally this plan must be reviewed and approved by the City. Should the ESG fail to comply with these requirements ESG funding may be withdrawn. 5. Describe performance standards for evaluating ESG. ESG Subrecipients must demonstrate the financial management and programmatic expertise to successfully develop, design, implement, and monitor the ESG-funded activities. ESG Subrecipients must participate in HMIS and be able to meet all federal, State of California, and City of San Bernardino requirements relative to the ESG program, specifically those concerning equal opportunity and fair housing, affirmative marketing, environmental review, displacement, relocation, acquisition, labor, lead- based paint, conflict of interest, debarment and suspension, and flood insurance. Under the City ESG agreement, ESG Subrecipient are required to conduct an initial evaluation to determine the eligibility of each individual or family’s eligibility for ESG assistance and the amount and types of assistance the individual or family needs to regain stability in permanent housing. Discussion None 23.c Packet Pg. 882 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 54 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE APPENDIX A PROOF OF PUBLICATION DRAFT FY 2018-2019 ANNUAL ACTON PLAN 23.c Packet Pg. 883 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 55 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE APPENDIX B Map of Low- to Moderate-Income Areas Within the City of San Bernardino ON PAGES 56 - 60 23.c Packet Pg. 884 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 56 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE 23.c Packet Pg. 885 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 57 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE 23.c Packet Pg. 886 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 58 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE 23.c Packet Pg. 887 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 59 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE 23.c Packet Pg. 888 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 60 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE 23.c Packet Pg. 889 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 61 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE APPENDIX C CITY OF SAN BERNARDINO ETHNIC AND RACIAL COMPOSITION MAP Figure 2: Minority Concentration - Hispanic 23.c Packet Pg. 890 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 62 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE APPENDIX C CITY OF SAN BERNARDINO ETHNIC AND RACIAL COMPOSITION MAP Figure 3: Minority Concentration - Black 23.c Packet Pg. 891 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 63 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE APPENDIX C CITY OF SAN BERNARDINO ETHNIC AND RACIAL COMPOSITION MAP Figure 4: Minority Concentration - Asian 23.c Packet Pg. 892 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 64 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE APPENDIX D CITY OF SAN BERNARDINO APPLICATION FOR FEDERAL ASSISTANCE (SF 424) ON PAGES 65 - 73 23.c Packet Pg. 893 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 65 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE 23.c Packet Pg. 894 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 66 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE 23.c Packet Pg. 895 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 67 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE 23.c Packet Pg. 896 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 68 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE 23.c Packet Pg. 897 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 69 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE 23.c Packet Pg. 898 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 70 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE 23.c Packet Pg. 899 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 71 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE 23.c Packet Pg. 900 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 72 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE 23.c Packet Pg. 901 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 73 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE 23.c Packet Pg. 902 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 74 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE APPENDIX E CITY OF SAN BERNARDINO FEDERAL CERTIFICATIONS ON PAGES 75-82 23.c Packet Pg. 903 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 75 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE 23.c Packet Pg. 904 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 76 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE 23.c Packet Pg. 905 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 77 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE 23.c Packet Pg. 906 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 78 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE 23.c Packet Pg. 907 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 79 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE 23.c Packet Pg. 908 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 80 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE 23.c Packet Pg. 909 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) CITY OF SAN BERNARDINO DRAFT FY 2018-2019 ACTION PLAN 81 OMB Control No: 2506-0117 (exp. 07/31/2015)JHPE 23.c Packet Pg. 910 Attachment: H&ED.HUD Annual Action Plan.EXHIBIT A (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) EXHIBIT B FISCAL YEAR 2018-2019 19 DRAFT ACTION PLAN ACTIVITY RECOMMENDATIONS Activity CDBG Requested CDBG Recommended ESG HOME 2018 Grant Fund Allocation1 3,376,861$ 275,207$ 1,385,676$ Funds from Prior Years 485,000$ 48,015$ 20,000$ Reprogram Owner Occupied Residential Rehab FY 17/18 150,000$ Reprogram Owner Occupied Residential Rehab FY 16/172 280,000$ Newmark Park Light Installation FY 16/17 300,000$ FY '18-'19 Available 4,591,861$ 323,222$ 1,405,676$ Administration (maximum available)675,372$ 20,641$ 138,568$ Section 108 Repayment 706,868$ Micro-enterprise 32,950$ 32,950$ Fair Housing (IFHMB)66,000$ 66,000$ SF Owner Occupied Rehabilitation 250,000$ 250,000$ Demolition 250,000$ 100,000$ Public Facilities Projects Pool Plaster Phase 2 714,000$ 714,000$ Park Splash Pads Water Conservation3 350,000$ 350,000$ Feldheym Library HVAC Replacement4 450,000$ 450,000$ Jack Reilly Park 175,000$ 175,000$ Gutierrez Field 132,000$ 132,000$ Delmann Heights Park 108,000$ 108,000$ Encanto Park 130,000$ 130,000$ La Plaza Park 130,000$ 130,000$ Colony Park 165,000$ 165,000$ Public Facilities Projects Total 2,354,000$ 2,354,000$ Down Payment Assistance Infill Housing 650,000$ Lutheran Social Services 115,000$ Community Action Partnership 55,000$ Time for Change 75,000$ Family Services Association 54,581$ Contingency 406,671$ 3,000$ Total Requested 4,591,861$ 323,222$ 788,568$ Balance Remaining -$ 0$ 617,108$ 1 2018-19 allocation as published by HUD. 4 Feldheym Library HVAC Replacement: Total cost is $750,000 ($300,000 carryover from '17-18); $450,000 from '18-19. 2 $90,000 for Owner Occupied Rehab is carryover from '16-17, for total available of $340,000. 3 Shirrells, Lytle Creek and Wildood Parks: Total project is $750,000 ($400,000 carryover from '16-17); $350,000 from '18-19. 23.dPacket Pg. 911Attachment: H&ED.HUD Annual Action Plan Activity Recommendations.EXHIBIT B (5569 : HUD Fiscal Year 2018-19 Draft Annual Action Plan) 24.a Packet Pg. 912 Attachment: CD.GPA 16-07 Inland Center Gas Station.Report (5570 : General Plan Amendment 16-07, Development Code Amendment (Zoning Background On February 20, 2018, the Planning Commission considered Resolution No. 2018-013 to forward the following recommendation to the Mayor and City Council: 1) Adoption of the Mitigated Negative Declaration; 2) Approval of General Plan Amendment 16-07, Development Code Amendment (Zoning Map Amendment) 16-08 and Conditional Use Permit; and 3) Denial of Public Convenience or Necessity Letter 17-01. The Motion failed; therefore, this item is being forwarded to the Mayor and City Council without a formal recommendation from the Planning Commission (Attachment 3). Project Description The applicant is proposing to demolish the vacant liquor store at 841 S. Inland Center Drive and construct a new gas station, with convenience store and drive-thru car wash on two parcels of land totaling 0.75 acres. Pursuant to the requirements of Chapter 19.50 (General Plan Amendments), Chapter 19.42 (Development Code Amendments), Chapter 19.74 (Zoning Map Amendments), and Chapter 19.36 (Conditional Use Permits) of the City of San Bernardino Development Code, the applicant is requesting the approval of General Plan Amendment 16-07, Development Code Amendment (Zoning Map Amendment) 16-08, Conditional Use Permit 16-17, and Public Convenience or Necessity Letter 17-01, which proposes to allow: 1) The change the General Plan Land Use Designation from Single-Family Residential to Commercial and the Zoning District Classification from Residential Suburban (RS) to Commercial General (CG-1) of one (1) parcel (APN: 0141-222- 15) containing approximately 10,000 square feet; 2) The development, establishment, and operation of a service station with six (6) fuel pump islands containing approximately 3,445 square feet, a convenience store containing approximately 3,742 square feet, and an express drive-thru carwash facility containing approximately 1,042 square feet on two (2) parcels containing a total of approximately 0.75 acres; and 3) An Alcoholic Beverage Control Type-21 (Off-Sale General) License in connection with the proposed convenience store (Attachment 4). The proposed General Plan Amendment and Development Code Amendment/Zoning Map Amendment will modify the existing General Plan Land Use Designation and Zoning District Classification inconsistency that currently exists between the two (2) parcels, and will allow a commercial development that is an appropriate use of the 24.a Packet Pg. 913 Attachment: CD.GPA 16-07 Inland Center Gas Station.Report (5570 : General Plan Amendment 16-07, Development Code Amendment (Zoning subject site and location, given the proximity to the 215 Freeway on/off ramps and other commercial uses in the vicinity. Access The project site encompasses approximately 0.75 acres located in the southern portion of City of San Bernardino, on the northeast corner of Inland Center Drive and Scenic Drive, just southwest of the I-215 on/off ramps. The project site will take access from two (2) full access driveways on the south side of the property along Scenic Drive, and one (1) full access driveway on the west side of the property along Inland Center Drive. An existing alleyway located between the commercially zoned parcel and the residentially zoned parcel has been vacated and all will be merged into one (1) parcel for the proposed project. A land swap has been negotiated between the applicant and the City Water Department and access has been provided to the Water Department for the existing pump station located on the north side of the project site. Landscaping The landscaping along Inland Center Drive and Scenic Drive will comply with the Broken Screen, Type C, pursuant to the City of San Bernardino Development Code §19.28.040(3)(C), which requires that the screen is composed of intermittent visual obstructions from the ground to a height of at least twenty (20) feet. The broken screen is intended to create the impression of a separation of spaces without necessarily eliminating visual contact between the spaces. Architecture The architectural design is a modern industrial style with vintage warehouse wall hung light fixtures, metal accent features, and clean, straight lines highlighted by varied paint schemes and rooflines, and articulated façade surfaces. Alcohol License Although staff believes that this proposed project is an appropriate land use of the subject site, the requested Alcoholic Beverage Control Type-21 (Off-Sale General) License is being recommended for denial by the Planning Division due to the following: The over concentration of off-sale licenses within the subject census tract. According to the California Department of Alcoholic Beverage Control, only two (2) off-sale licenses are permitted in Census Tract 124; however, there are currently a total of twelve (12) active off-sale licenses within this census tract. There are currently nine (9) Type-20 (Off-Sale Beer & Wine) Licenses and three (3) are Type-21 (Off-Sale General) Licenses. The proximity of the proposed project to an existing elementary school. Urbita Elementary School is located approximately 525 feet from the proposed convenience store. The intensity of the license type. Staff supports a Type-20 (Off-Sale Beer & Wine) License in favor of Type-21 (Off-Sale General) Licenses for service station 24.a Packet Pg. 914 Attachment: CD.GPA 16-07 Inland Center Gas Station.Report (5570 : General Plan Amendment 16-07, Development Code Amendment (Zoning convenience stores because the intensity of off-sale general licenses should be limited to supermarkets and larger establishments where the sale of alcohol is not the predominant function of the business. The proposed 24 hour operation of the proposed convenience store. The request for the Public Convenience or Necessity Letter fails to make an adequate justification as to why a Type-21 (Off-Sale General) License, rather than a Type- 20 (Off-Sale Beer & Wine) License is necessary as part of the proposed project for the public convenience. General Plan Goals and Policies The City of San Bernardino General Plan includes goals and policies to the guide future development within the City, including the following: • Enhance the quality of life and economic vitality in San Bernardino by strategic infill of new development and revitalization of existing development; • Ensure individual projects are well designed and maintained; • Require, wherever possible, a buffer zone between residential land uses and highway facilities; The proposed project implements the above General Plan goals and policies in that the proposed development of a commercial use that will buffer the existing residential neighborhood from the freeway and will revitalize a commercial corner that has been underutilized for several years. The placement of the carwash was made with consideration to the existing residential neighborhoods across from the project. Additionally, through this proposal the existing vacant and underutilized properties will be transformed into a development that meets the City’s economic development goals, while satisfying the Development Code requirements and will be adequately regulated through the Conditions of Approval, including the CEQA-mandated Mitigation Monitoring and Reporting Program, in order to minimize potential impacts California Environmental Quality Act Process In accordance with §15063 (Initial Study) of the California Environmental Quality Act (CEQA), the applicant submitted and the Planning Division accepted an Initial Study/ Mitigated Negative Declaration prepared in connection with General Plan Amendment 16-07, Development Code Amendment (Zoning Map Amendment) 16-08, Conditional Use Permit 16-17 and Public Convenience or Necessity Letter 17-01. Accordingly, pursuant to §15072 of CEQA, a Notice of Intent to Adopt a Mitigated Negative Declaration was posted on April 24, 2017 for the CEQA-mandated thirty (30) day public review and comment period. During the thirty (30) day public review and comment period, comments were received from the following: South Coast Air Quality Management District San Bernardino County Department of Public Works California Department of Transportation 24.a Packet Pg. 915 Attachment: CD.GPA 16-07 Inland Center Gas Station.Report (5570 : General Plan Amendment 16-07, Development Code Amendment (Zoning Responses to the comments were prepared and included in the Final Initial Study/ Mitigated Negative Declaration. Fiscal Impacts Development impact fees associated with the project will be approximately $85,000. City services will be provided to this project similar to other commercial projects in the City. The proposed commercial development may result in increased sales tax of an undetermined amount to accrue to the City. 2018-2019 Goals and Objectives The proposed amendment to the Development Code aligns with Goal No 3: Create, Maintain and Grow Jobs and Economic Value in the City as the construction of the gas station creates additional economic development opportunities and more jobs and Goal No 4: Ensure Development of a Well-Planned, Balanced, and Sustainable City as the addition of gas station provides residents additional access to services. Conclusion It is recommended that the Mayor and City Council adopt the Resolution, adopting the Mitigated Negative Declaration, and approving Conditional Use Permit 16-17. Attachments Attachment 1 Ordinance (Approving General Plan Amendment 16-07 and Development Code Amendment/Zoning Map Amendment 16-08) Attachment 2 Resolution (Approving Conditional Use Permit 16-17, and Denying Public Convenience or Necessity Letter 17-01) Attachment 3 Planning Commission Staff Report Attachment 4 Justification Letter from Applicant, dated January 9, 2017, for Public Convenience or Necessity Letter 17-01 Ward: 3 Synopsis of Previous Council Actions: None 24.a Packet Pg. 916 Attachment: CD.GPA 16-07 Inland Center Gas Station.Report (5570 : General Plan Amendment 16-07, Development Code Amendment (Zoning 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ORDINANCE NO. 2018-1495 ORDINANCE OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING GENERAL PLAN AMENDMENT 16-07 AND DEVELOPMENT CODE AMENDMENT (ZONING MAP AMENDMENT) 16-08 TO CHANGE THE GENERAL PLAN LAND USE DESIGNATION FROM SINGLE- FAMILY RESIDENTIAL TO COMMERCIAL AND ZONING DISTRICT CLASSIFICATION FROM RESIDENTIAL SUBURBAN (RS) TO COMMERCIAL GENERAL (CG-1) OF ONE (1) PARCEL (APN: 0141-222-15) CONTAINING APPROXIMATELY 10,000 SQUARE FEET WHEREAS, the current City of San Bernardino Development Code was initially implemented in 1991; and WHEREAS, on February 20, 2018, the Planning Commission of the City of San Bernardino held a duly noticed public hearing to consider public testimony and the staff report, considered a motion to adopt Resolution 2018-013 forwarding a recommendation to the Mayor and City Council, and the motion failed; and WHEREAS, the application for General Plan Amendment 16-07 and Development Code Amendment (Zoning Map Amendment) 16-08 has been forwarded to the Mayor and City Council without a formal recommendation from the Planning Commission; and WHEREAS, notice of the public hearing for the Mayor and City Council's consideration of the proposed Ordinance was published in The Sun newspaper on May 25, 2018. NOW THEREFORE, THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, DO ORDAIN AS FOLLOWS: SECTION 1. The Mayor and City Council find that the above-stated Recitals are true and hereby adopt and incorporate them herein. SECTION 2. Findings of Fact – General Plan Amendment 16-07: Finding No. 1: The proposed amendment is internally consistent with the General Plan. Finding of Fact: The proposed amendment will result in a change to the existing General Plan Land Use Designation from Single-Family Residential to Commercial for one (1) of the two (2) parcels to establish consistency in the Land Use Designation across the site. The Commercial Land Use Designation accommodates a full spectrum of retail, service, 24.b Packet Pg. 917 Attachment: CD.GPA 16-07 Inland Center Gas Station.A1.Ordinance (5570 : General Plan Amendment 16-07, Development Code Amendment 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 professional, office, and entertainment uses at a range of intensities to meet the demand of current and future residents. The change of the General Plan Land Use Designation would allow the development of a service station, convenience store, and express drive-thru carwash facility, which is consistent with the commercial uses in the project vicinity. The project is also consistent with the following General Plan Goal: General Plan Land Use Element Policy 2.10.2 - Permit amendments to the General Plan in accordance with the following: (b) Mapping/Policy Amendment – involves changes in land use designations, basic assumptions, the vision, or policies and requires approval by the Mayor and City Council and a recommendation by the Planning Commission. The parcel that is designated for Single-Family Residential development is a single, residential parcel left over from the CalTrans project to widen the I-215 freeway. Previously, the parcel was abutting several other residentially zoned parcels. The proposed change to the General Plan Land Use Designation from Single-Family Residential to Commercial will allow the entire corner on which these parcels are located to be used for commercial purposes, which will capitalize on the site’s proximity to the freeway, and fix the issue of having a single parcel designated for residential purposes, and will allow the development to act as a freeway buffer for the existing residential properties across from this site. Finding No. 2: The proposed amendment would not be detrimental to the public interest, health, safety, convenience, or welfare of the City. Finding of Fact: Any potential impacts created by the proposed amendment have been addressed in the Initial Study and appropriate mitigation measures have been identified by the Mitigated Negative Declaration/Mitigation 24.b Packet Pg. 918 Attachment: CD.GPA 16-07 Inland Center Gas Station.A1.Ordinance (5570 : General Plan Amendment 16-07, Development Code Amendment 3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Monitoring and Reporting Program and will not be detrimental to the public interest, health, safety, convenience, or welfare of the City. Finding No. 3: The proposed amendment would maintain the appropriate balance of land uses within the City. Finding of Fact: The proposed amendment would change the General Plan Land Use Designation of one (1) small parcel from Single-Family Residential to Commercial in order to establish a more appropriate use at the location and create consistency among land uses between the parcels identified for the development, establishment, and operation of a service station, convenience store, and express drive-thru carwash facility and create greater consistency with the surrounding properties and provide for an appropriate balance of land uses within the City limits. Finding No. 4: The subject parcels are physically suitable (including but not limited to, access, provision of utilities, compatibility with adjoining land uses, and adjoining land uses, and absence of physical constraints) for the requested land use designation and the anticipated land use development. Finding of Fact: The project site is currently consists of two (2) parcels and an alleyway that will be merged to create one (1) parcel containing approximately 0.75 acres that will have direct access at two (2) locations along Scenic Drive and one (1) location along Inland Center Drive. Utilities are available directly from the previous commercial development on the site. The site is sufficient in size to meet parking, loading and landscaping requirements and there are no physical constraints on the site, such as steep slopes or watercourses. SECTION 3. Finding of Facts – Development Code Amendment (Zoning Map Amendment 16-08 Finding No. 1: The proposed amendment is consistent with the General Plan. Finding of Fact: The proposed amendment will change the existing Zoning District Classification of one (1) parcel from Residential Suburban (RS) to Commercial General (CG-1). The Commercial General (CG-1) Zone is 24.b Packet Pg. 919 Attachment: CD.GPA 16-07 Inland Center Gas Station.A1.Ordinance (5570 : General Plan Amendment 16-07, Development Code Amendment 4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 intended to provide for the continued use, enhancement, and new development of retail, personal service, entertainment, office and related commercial uses along major transportation corridors and intersections to service the needs of the residents. The new Commercial General (CG-1) Zoning designation of one parcel associated with the proposed project will provide for the accommodation of the development, establishment and operation of a service station, convenience store, and express drive-thru carwash facility containing a total of approximately 8,229 square feet adjacent to the I-215 Freeway on-ramp at Inland Center Drive. General Plan Land Use Element Goal 2.2 - Promote development that integrates with and minimizes impacts on surrounding land uses. The proposed change to the Zoning District Classification from Residential Suburban (RS) to Commercial General (CG-1) will create consistency across the proposed project site and will minimize the impact to surrounding land uses by placing a commercial use adjacent to the freeway on/off ramp and creating a buffer from the freeway to existing residences. Finding No. 2: The proposed amendment would not be detrimental to the public interest, health, safety, convenience, or welfare of the City. Finding of Fact: Any potential impacts created by the proposed amendment have been addressed in the Initial Study and appropriate mitigation measures have been identified by the Mitigated Negative Declaration/Mitigation Monitoring and Reporting Program and will not be detrimental to the public interest, health, safety, convenience, or welfare of the City. SECTION 4. Compliance with the California Environmental Quality Act. The Mayor and City Council having independently reviewed and analyzed the record before it, including the Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program and written and oral testimony, and having exercised their independent judgment, find that General Plan Amendment 16-07, and Development Code Amendment (Zoning Map 24.b Packet Pg. 920 Attachment: CD.GPA 16-07 Inland Center Gas Station.A1.Ordinance (5570 : General Plan Amendment 16-07, Development Code Amendment 5 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Amendment) 16-08, will have no significant adverse effect on the environment with the adoption of the Mitigated Negative Declaration and approval of the Mitigation Monitoring and Reporting Program; and, find that the Mitigated Negative Declaration as accepted by the Planning Commission as to the effects of proposed General Plan Amendment 16-07, and Development Code Amendment (Zoning Map Amendment) 16-08, has been completed in compliance with CEQA and is hereby adopted and incorporated herein by reference. SECTION 5. General Plan Amendment 16-07, and Development Code Amendment (Zoning Map Amendment) 16-08 to change the General Plan Land Use Designation from Single-Family Residential to Commercial and the Zoning District Classification from Residential Suburban (RS) to Commercial General (CG-1) of one (1) parcel (APN: 0141-222- 15), is hereby approved and incorporated herein by reference as Exhibit A. SECTION 6. Notice of Determination: The Planning Division of the Community Development Department is hereby directed to file a Notice of Determination with the County Clerk of the County of San Bernardino within five (5) working days of final project approval certifying the City’s compliance with the California Environmental Quality Act in adopting the Categorical Exemptions. SECTION 7. Severability: If any section, subsection, subdivision, sentence, or clause or phrase in this Ordinance or any part thereof is for any reason held to be unconstitutional, invalid or ineffective by any court of competent jurisdiction, such decision shall not affect the validity or effectiveness of the remaining portions of this Ordinance or any part thereof. The Mayor and City Council hereby declares that it would have adopted each section irrespective of the fact that any one or more subsections, subdivisions, sentences, clauses, or phrases be declared unconstitutional, invalid, or ineffective. /// /// /// /// /// /// /// /// 24.b Packet Pg. 921 Attachment: CD.GPA 16-07 Inland Center Gas Station.A1.Ordinance (5570 : General Plan Amendment 16-07, Development Code Amendment 6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ORDINANCE OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING OF GENERAL PLAN AMENDMENT 16-07 AND DEVELOPMENT CODE AMENDMENT (ZONING MAP AMENDMENT) 16-08 TO CHANGE THE GENERAL PLAN LAND USE DESIGNATION FROM SINGLE-FAMILY RESIDENTIAL TO COMMERCIAL AND ZONING DISTRICT CLASSIFICATION FROM RESIDENTIAL SUBURBAN (RS) TO COMMERCIAL GENERAL (CG-1) OF ONE (1) PARCEL (APN: 0141-222-15) CONTAINING APPROXIMATELY 10,000 SQUARE FEET. I HEREBY CERTIFY that the foregoing ordinance was duly adopted by the Mayor and City Council of the City of San Bernardino at a regular meeting thereof, held on the day of , 2018, by the following vote to wit: Council Members: AYES NAYS ABSTAIN ABSENT MARQUEZ BARRIOS VALDIVIA SHORETT NICKEL RICHARD MULVIHILL _______________________________ Georgeann Hanna, CMC, City Clerk The foregoing Ordinance is hereby adopted this _____day of ________, 2018. ________________________________ R. Carey Davis, Mayor Approved as to form: City of San Bernardino Gary D. Saenz, City Attorney By:___________________________________ 24.b Packet Pg. 922 Attachment: CD.GPA 16-07 Inland Center Gas Station.A1.Ordinance (5570 : General Plan Amendment 16-07, Development Code Amendment Exhibit A PROJECT: GPA 16-07 & DCA (ZMA) 16-08 Change the General Plan Land Use designation from Single Family Residential to Commercial and Zoning District Classification from Residential Suburban (RS) to Commercial General (CG-1) for ± 10,000 square feet NORTH 24.c Packet Pg. 923 Attachment: CD.GPA 16-07 Inland Center Gas Station.A1.Ordinance.Exhibit A (5570 : General Plan Amendment 16-07, Development Code 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 2018-158 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, ADOPTING THE MITIGATED NEGATIVE DECLARATION, AND APPROVING CONDITIONAL USE PERMIT 16-17 TO ALLOW A SERVICE STATION, A CONVENIENCE STORE AND AN EXPRESS DRIVE-THRU CARWASH FACILITY ON TWO (2) PARCELS CONTAINING A TOTAL OF APPROXIMATELY 0.75 ACRES LOCATED AT 841 S. INLAND CENTER DRIVE (APN: 0141-222-15 AND 26) WITHIN THE COMMERCIAL GENERAL (CG-1) ZONE. THIS RESOLUTION INCLUDES THE DENIAL OF AN ALCOHOLIC BEVERAGE CONTROL TYPE-21 (OFF-SALE GENERAL) LICENSE AND APPROVAL OF AN ALCOHOLIC BEVERAGE CONTROL TYPE-20 (OFF-SALE BEER & WINE) LICENSE IN CONNECTION WITH PUBLIC CONVENIENCE OR NECESSITY LETTER 17-01 FOR THE PROPOSED CONVENIENCE STORE WHEREAS, on September 14, 2016 pursuant to the requirements of San Bernardino Development Code §19.50 (General Plan Amendments), §19.42 (Development Code Amendments), §19.74 (Zoning Map Amendments) and §19.36 (Conditional Use Permits) of the City of San Bernardino Development Code, an application for General Plan Amendment 16-07, Development Code Amendment (Zoning Map Amendment) 16-08 and Conditional Use Permit 16-17 was duly submitted by: Property Owner(s): ACAA, LP and AHD, LP 422 Weir Road San Bernardino, CA 92408 Project Applicant: Alex Mucino 422 Weir Road San Bernardino, CA 92408 Property Address: 841 S. Inland Center Drive APN(S): 0141-222-15 and 26 WHEREAS, on January 18, 2017, pursuant to the requirements of §19.06(2)(B) (Commercial Districts – Alcohol Beverage Sales) of the City of San Bernardino Development Code, Public Convenience or Necessity Letter 17-01 was duly submitted to be included with General Plan Amendment 16-07, Development Code Amendment (Zoning Map Amendment) 16-08 and Conditional Use Permit 16-17; and WHEREAS, General Plan Amendment 16-07 and Development Code Amendment (Zoning Map Amendment) 16-08 is a request to change the General Plan Land Use Designation from Single-Family Residential to Commercial and the Zoning District Classification from Residential Suburban (RS) to Commercial General (CG-1) of one (1) parcel (APN: 0141-222-15) containing approximately 10,000 square feet; and 24.d Packet Pg. 924 Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution (5570 : General Plan Amendment 16-07, Development Code Amendment 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 WHEREAS, Conditional Use Permit 16-17 is a request to allow development, establishment and operation of a service station containing approximately 3,445 square feet with six (6) fuel pump islands, and convenience store containing approximately 3,742 square feet, and an express drive-thru carwash facility containing approximately 1,042 square feet, along with the construction of the required on-site and off-site improvements, on two (2) parcels containing a total of approximately 0.75 acres; and WHEREAS, Public Convenience or Necessity Letter 17-01 is a request to allow an Alcoholic Beverage Control Type-21 (Off-Sale General) License in connection with the proposed convenience store; and WHEREAS, the Planning Division of the Community Development Department has reviewed General Plan Amendment 16-07, Development Code Amendment (Zoning Map Amendment) 16-08, Conditional Use Permit 16-17 and Public Convenience or Necessity Letter 17-01 for consistency with the City of San Bernardino General Plan and compliance with the City of San Bernardino Development Code and California Government Code; and WHEREAS, pursuant to requirements of §15060(c) of the California Environmental Quality Act, the Planning Division of the Community Development Department evaluated General Plan Amendment 16-07, Development Code Amendment (Zoning Map Amendment) 16-08, Conditional Use Permit 16-17 and Public Convenience or Necessity Letter 17-01; and WHEREAS, on February 20, 2018, pursuant to the requirements of §19.52.040 of the City of San Bernardino Development Code, the Planning Commission held the duly noticed public hearing at which interested persons had an opportunity to testify in support of, or opposition to the Mitigated Negative Declaration, General Plan Amendment 16-07, Development Code Amendment (Zoning Map Amendment) 16-08, Conditional Use Permit 16-17 and Public Convenience or Necessity Letter 17-01 and at which meeting, the Planning Commission considered the Mitigated Negative Declaration, General Plan Amendment 16-07, Development Code Amendment (Zoning Map Amendment) 16-08, Conditional Use Permit 16-17, and Public Convenience or Necessity Letter 17-01; and WHEREAS, after closing said public hearing, the Planning Commission considered a motion to forward Resolution No. 2018-013 recommending to the Mayor and City Council the adoption of the Mitigated Negative Declaration, and approval of General Plan Amendment 16-07, Development Code Amendment (Zoning Map Amendment) 16-08, Conditional Use Permit 16-17; and denial of Public Convenience or Necessity 17-01, and the motion failed; and WHEREAS, notice of the June 6, 2018 public hearing for the Mayor and City Council's consideration of the proposed Resolution was published in The Sun newspaper on May 25, 2018, and was mailed to property owners within a 500 foot radius of the project site in accordance with Development Code Chapter 19.52; and 24.d Packet Pg. 925 Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution (5570 : General Plan Amendment 16-07, Development Code Amendment 3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 WHEREAS, pursuant to the requirements of Chapters 19.52, 19.36, and §19.06 (2)(B) of the City of San Bernardino Development Code, the Mayor and City Council has the authority to take action on Conditional Use Permit 16-17 and Public Convenience or Necessity Letter 17-01. NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, AS FOLLOWS: SECTION 1. The Mayor and City Council find that the above-stated Recitals are true and hereby adopt and incorporate them herein. SECTION 2. Findings of Fact – Conditional Use Permit 16-17. Finding No. 1: The proposed use is conditionally permitted within, and would not impair the integrity and character of the subject zone and complies with all of the applicable provisions of this Development Code. Finding of Fact: The proposed development of a service station, convenience store, and express drive-thru carwash facility is a permitted use within the Commercial General (CG-1) Zone, subject to the approval of a Conditional Use Permit with the appropriate Conditions of Approval and Mitigation Measures. The proposal under Conditional Use Permit 16-17 will be developed in compliance with all of the applicable provisions of the City of San Bernardino Development Code, including development standards and applicable design guidelines. Finding No. 2: The proposed use is consistent with the General Plan. Finding of Fact: General Plan Land Use Element Goal 2.4 – Enhance the quality of life and economic vitality in San Bernardino by strategic infill of new development and revitalization of existing development. The proposed project site was formerly occupied by a small convenience store with no other services and a poor site design, and replacing it with a service station, a convenience store, and an express drive-thru carwash facility designed to meet the City’s standards for quality development including adequate parking, landscaping, and lighting, will revitalize an otherwise underutilized site. Finding No. 3: The approval of the Conditional Use Permit or Minor Use Permit for the proposed use is in compliance with the requirements of the California Environmental Quality Act and Section 19.20.030(6) of the Development Code. Finding of Fact: The proposed development of a service station, convenience store, and express drive-thru carwash facility will be harmonious and compatible with existing and future developments within the proposed Commercial 24.d Packet Pg. 926 Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution (5570 : General Plan Amendment 16-07, Development Code Amendment 4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 General (CG-1) Zone and the Freeway Corridor Overlay. The surrounding area consists of a mixture of residential and commercial uses. Appropriate Conditions of Approval and Mitigation Measures have been imposed on the proposed development to ensure that the existing residential neighborhoods will not be negatively impacted by the development of the proposed service station, convenience store, and express drive-thru carwash facility. The scale and density of the proposed development conforms to the development standards of the Commercial General (CG-1) Zone. Since the proposal is consistent with both the General Plan and Development Code, no land use conflict is expected to result from construction of the proposed project. Finding No. 4: There will be no potentially significant negative impacts upon environmental quality and natural resources that could not be properly mitigated and monitored. Finding of Fact: In accordance with §15063 of the California Environmental Quality Act (CEQA), an Initial Study/Mitigated Negative Declaration was prepared in connection with General Plan Amendment 16-07, Development Code Amendment (Zoning Map Amendment) 16-08, Conditional Use Permit 16-17 and Public Convenience or Necessity Letter 17-01 for the development, establishment and operation of an service station, convenience store, and express drive-thru carwash facility along with the construction of the required on-site and off-site improvements. In accordance with §15097 of CEQA, a Mitigation Monitoring and Reporting Program has been prepared in order to ensure that the mitigation measures are implemented to prevent potential environmental impacts. Finding No. 5: The location, size, design, and operating characteristics of the proposed use are compatible with the existing and future land uses within the general area in which the proposed use is to be located and will not create significant noise, traffic or other conditions or situations that may be objectionable or detrimental to other permitted uses in the vicinity or adverse to the public interest, health, safety, convenience, or welfare of the City. Finding of Fact: In accordance with §15063 of the California Environmental Quality Act (CEQA), an Initial Study/Mitigated Negative Declaration was prepared in connection with General Plan Amendment 16-07, Development Code Amendment (Zoning Map Amendment) 16-08, Conditional Use Permit 16-17, and Public Convenience or Necessity Letter 17-01 for the development, establishment and operation of an service station, convenience store, and express drive-thru carwash facility along with the construction of the required on-site and off-site improvements. In accordance with §15097 of CEQA, a Mitigation Monitoring and Reporting Program has been prepared in order to ensure that the 24.d Packet Pg. 927 Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution (5570 : General Plan Amendment 16-07, Development Code Amendment 5 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 mitigation measures are implemented to prevent potential environmental impact. Therefore, the proposed service station, convenience store, and express drive-thru carwash facility will be completed in a manner so that it is consistent with the surrounding area, and no significant negative impacts on the environment are anticipated. Finding No. 6: The subject site is physically suitable for the type and density/intensity of use being proposed. Finding of Fact: The proposed service station, convenience store, and express drive-thru carwash facility is permitted within the proposed Commercial General (CG-1) Zone, subject to the approval of a General Plan Amendment, Development Code Amendment (Zoning Map Amendment) and Conditional Use Permit with the appropriate Conditions of Approval and CEQA determination. The subject site as a commercial development is sufficient in size to accommodate the proposal under Conditional Use Permit 16-17 as required by the City of San Bernardino Development Code. Therefore, the subject site is physically suitable for the proposal. Finding No. 7: There are adequate provisions for public access, water, sanitation, and public utilities and services to ensure that the proposed use would not be detrimental to public health and safety. Finding of Fact: There are adequate provisions for public access, public utilities, and public services for the proposed service station, convenience store, and express drive-thru carwash facility. The existing site is located on parcels already served by existing public streets and a full range of public utilities and services. All applicable Codes will apply to the proposed development. Therefore, subject to the Conditions of Approval and Mitigation Measures, the proposed development under Conditional Use Permit 16-17 will not be detrimental to public services or public health and safety. SECTION 3. Findings of Fact – Public Convenience or Necessity Letter 17-01. Finding No. 1: Finding or Public Convenience or Necessity (Business and Professions Code Section 23958.4(b) (2)), if the activity will be located in an area that has been determined by the state of California Department of Alcoholic Beverage Control to have an undue concentration of licenses as defined in Business and Professions Code Section 23958.4(a). Finding of Fact: The proposed Type 21 ABC (Off-Sale General) License is recommended for denial, due to the over concentration of off-sale licenses, the proximity to an existing elementary school, the intensity of the license type, and the proposed 24 hour operations of the proposed convenience store. Only two (2) off-sale licenses are permitted in 24.d Packet Pg. 928 Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution (5570 : General Plan Amendment 16-07, Development Code Amendment 6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Census Tract 124, but there are currently twelve (12) active off-sale licenses, nine (9) are Type 20 ABC (Off-Sale Beer & Wine) Licenses, and three (3) are Type 21 ABC (Off-Sale General) Licenses. Urbite Elementary School is located only approximately 525 feet from the proposed convenience store. Therefore, an Alcoholic Beverage Control Type-20 (Off-Sale Beer & Wine) License is appropriate in favor of an Alcoholic Beverage Control Type-21 (Off-Sale General) License for the proposed convenience store because the intensity of Type-21 (Off- Sale General) licenses should be limited to Supermarkets and larger establishments where the sale of alcohol is not the predominant function of the business. Additionally, the Public Convenience or Necessity Letter fails to make an adequate justification as to for why an Alcoholic Beverage Control Type-21 (Off-Sale General) License, rather than an Alcoholic Beverage Control Type-20 (Off-Sale Beer & Wine) License is necessary for the public convenience. SECTION 4. Compliance with the California Environmental Quality Act. The Mayor and City Council having independently reviewed and analyzed the record before it, including the Initial Study/Mitigated Negative Declaration pursuant to§15063 (Initial Study) of CEQA , and written and oral testimony, and having exercised their independent judgment, find that Conditional Use Permit 16-17 and Public Convenience or Necessity Letter 17-01 was will have no significant adverse effect on the environment that could not be properly mitigated; and, find that the Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program as accepted by the Planning Division of the Community Development Department as to the effects of proposed Conditional Use Permit 16-17 and Public Convenience or Necessity Letter 17-01, has been completed in compliance with CEQA and is hereby adopted and incorporated herein by reference. SECTION 5. Notice of Determination. The Planning Division of the Community Development Department is hereby directed to file a Notice of Determination with the County Clerk of the County of San Bernardino within five (5) working days of final project approval certifying the City’s compliance with the California Environmental Quality Act in adopting the Mitigated Negative Declaration. SECTION 6. – General Plan Amendment 16-07, Development Code Amendment (Zoning Map Amendment) 16-08, as approved by Ordinance, is incorporated herein by reference. This Resolution and these approvals are expressly contingent upon the enactment of the Ordinance approving General Plan Amendment 16-07 and Development Code Amendment (Zoning Map Amendment) 16-08. SECTION 7. – Conditions of Approval. Conditional Use Permit 16-17, is hereby approved, subject to the following Conditions of Approval: 1. This approval is to allow the development, establishment and operation of a service station containing approximately 3,445 square feet with six (6) fuel pump islands, a convenience store with an Alcoholic Beverage Control Type-20 (Off-Sale Beer & Wine) License containing approximately 3,742 square feet and an express drive-thru carwash facility 24.d Packet Pg. 929 Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution (5570 : General Plan Amendment 16-07, Development Code Amendment 7 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 containing approximately 1,042 square feet, along with the construction of the required on-site and off-site improvements, on a property comprised of two (2) parcels containing a total of approximately 0.75 acres. The project site is located 841 S. Inland Center Drive (APNs: 0141-222-15, and 26) within the Commercial General (CG-1) zone. 2. The project site shall be developed and maintained in accordance with the plans stamped June 6, 2018 (EXHIBIT “A”), approved by the City, which includes a site plan, floor plans, exterior elevations and concept landscaping plan on file in the Planning Division; the Conditions of Approval contained herein; and, the City’s Municipal Code regulations. 3. The project shall be subject to all of the mitigation measures contained within the Mitigation Monitoring and Reporting Program (EXHIBIT “B”), dated June 6, 2018, and incorporated herein by reference as Conditions of Approval. 4. Within two (2) years of the Development Permit approval, commencement of construction shall have occurred or the permit/approval shall become null and void. In addition, if after commencement of construction, work is discontinued for a period of one year, then the permit/approval shall become null and void. However, approval of the Development Permit does not authorize commencement of construction. All necessary permits must be obtained prior to commencement of specified construction activities included in the Conditions of Approval. EXPIRATION DATE: July 30, 2020 5. The review authority may grant a time extension, for good cause, not to exceed twelve (12) months. The applicant must file an application, the processing fees, and all required submittal items, thirty (30) days prior to the expiration date. The review authority shall ensure that the project complies with all Development Code provisions in effect at the time of the requested extension. 6. In the event this approval is legally challenged, the City will promptly notify the applicant of any claim, action or proceeding and will cooperate fully in the defense of this matter. Once notified, the applicant agrees to defend, indemnify and hold harmless the City of San Bernardino (City), any departments, agencies, divisions, boards or commission of the City as well as predecessors, successors, assigns, agents, directors, elected officials, officers, employees, representatives and attorneys of the City from any claim, action or proceeding against any of the foregoing persons or entities. The applicant further agrees to reimburse the City for any costs and attorneys’ fees, which the City may be required by a court to pay as a result of such action, but such participation shall not relieve applicant of his or her obligation under this condition. The costs, salaries, and expenses of the City Attorney and employees of his office shall be considered as “Attorney’s fees” for the purpose of this condition. As part of the consideration for issuing this Development Permit, this condition shall remain in effect if the Development Permit is rescinded or revoked, whether or not at the request of applicant. 24.d Packet Pg. 930 Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution (5570 : General Plan Amendment 16-07, Development Code Amendment 8 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 7. Construction-related activities may not occur between the hours of 8:00 pm and 7:00 am. No construction vehicles, equipment, or employees may be delivered to, or arrive at the construction site before 7:00 am or leave the site after 8:00 pm. Construction activities shall only occur Monday through Friday. 8. If the colors of the buildings or other exterior finish materials are to be modified beyond the current proposal and improvement requirements, the revised color scheme and/or finish materials shall be reviewed and approved by the Planning Division prior to commencement of work. 9. The project landscape plans shall be in substantial compliance with the Conceptual Landscape plan and prepared in accordance with the Development Code 19.28.120, Water Efficient Landscaping Standards. 10. Minor modification to the plans shall be subject to approval by the Director through the Minor Modification Permit process. Any modification that exceeds 10% of the allowable measurable design/site considerations shall require the refilling of the original application. 11. The project shall comply with all applicable requirements of the Building and Safety Division, Police Department, Municipal Water Department, Public Services Department and the City Clerk’s Office/Business Registration Division. 12. This approval shall comply with the requirements of other outside agencies (i.e., San Bernardino County Health Department, Division of Environmental Health Services, San Bernardino County Consolidated Fire District, and California Board of Equalization), as applicable. 13. The facility operator and property owner shall be responsible for regular maintenance of the project site. The site shall be maintained in a clean condition and free of litter and any other undesirable material(s). Vandalism, graffiti, trash and other debris shall be removed and cleaned up within 24 hours of being reported. 14. Signs are not approved as part of this permit. Prior to establishing any new signs or replacing existing signs, the applicant shall submit an application and receive approval for a Sign Permit from the Planning Division. Banners, flags, pennant, and similar signs are prohibited unless a Temporary Sign Permit is obtained. 15. All exterior lighting shall be contained within property lines and energy efficient with the option to lower or reduce usage when the facility is closed. 16. Submittal requirements for permit applications (site improvements, landscaping, etc.) to Building Plan Check and/or Land Development must include all Conditions of Approval issued with this approval, printed on the plan sheets. 17. All Conditions of Approval and Standard Requirements shall be implemented and/or completed prior to final inspection and/or issuance of a Certificate of Occupancy. 24.d Packet Pg. 931 Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution (5570 : General Plan Amendment 16-07, Development Code Amendment 9 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Land Development Division Conditions 18. Drainage and Flood Control a. A local drainage study will be required for the project. Any drainage improvements, structures or storm drains needed to mitigate downstream impacts or protect the development shall be designed and constructed at the developer's expense, and right-of-way dedicated as necessary. b. The development is located within Zone X of the Federal Insurance Rate Maps on booklet #06071C8683J with year 09/02/2016. c. All drainage from the development shall be directed to an approved public drainage facility. If not feasible, proper drainage facilities and easements shall be provided to the satisfaction of the City Engineer. d. If site drainage is to be outlet into the public street, the drainage shall be conveyed through a parkway culvert constructed in accordance with City Standard No. 400. Conveyance of site drainage over the Driveway approaches will not be permitted. e. A Final Full-Categorical Water Quality Management Plan (WQMP) is required for this project. The applicant is directed to the County of San Bernardino’s Flood Control web page for the template and Technical Guidance Document. The Land Development Division, prior to issuance of any permit, shall approve the WQMP. A CD copy of the approved WQMP is required prior to grading permit issuance. f. All contaminated drainage from spills in the vicinity of the fuel dispensers shall be contained in a tank on-site and properly disposed of by hauling to an approved contaminated waste disposal facility. Contaminated drainage shall not be discharged into the City streets or storm drain system. g. The Land Development Division, prior to grading plan approval, shall approve an Erosion Control Plan. The plan shall be designed to control erosion due to water and wind, including blowing dust, during all phases of construction, including graded areas which are not proposed to be immediately built upon. 19. Grading and Landscaping a. The grading and on-site improvement plan shall be signed by a Registered Civil Engineer and a grading permit will be required. The grading plan shall be prepared in strict accordance with the City's "Grading Policies and Procedures" and the City's "Standard Drawings", unless otherwise approved by the Building Official. b. If the grading plan indicates export or import, the source of the import material or the site for the deposition of the export shall be noted on the grading plan. Permit numbers shall be noted if the source or destination is in the City of San Bernardino. c. If more than 50 cubic yards of earth is to be hauled on City Streets then a special hauling permit shall be obtained from the City Engineer. Additional conditions, such as truck route approval, traffic controls, bonding, covering of loads, street cleaning, etc. may be required by the City Engineer. 24.d Packet Pg. 932 Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution (5570 : General Plan Amendment 16-07, Development Code Amendment 10 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 d. A liquefaction evaluation is required for the site. This evaluation must be submitted and approved prior to issuance of a grading permit. Any grading requirements recommended by the approved liquefaction evaluation shall be incorporated in the grading plan. e. Wheel stops are not permitted by the Development Code, except at designated accessible parking spaces. Therefore, continuous 6” high curb shall be used around planter areas and areas where head in parking is adjacent to walkways. The parking spaces may be 16.5’ deep and may overhang the landscaping or walkway by 2.5’. Overhang into the setback area or into an ADA path of travel (minimum 4’ wide) is not permitted. f. Continuous concrete curbing at least 6 inches high and 6 inches wide shall be provided at least 3 feet from any wall, fence, property line, walkway, or structure where parking and/or drive aisles are located adjacent thereto. Curbing may be left out at structure access points. The space between the curb and wall, fence, property line, walkway or structure shall be landscaped, except as allowed by the Development Review Committee. g. The refuse enclosure(s) shall be constructed in accordance with City Standard Drawing No. 508 with an accessible path of travel. The minimum size of the refuse enclosure shall be 8 feet x 15 feet for bins storage area. Where a refuse enclosure is proposed to be constructed adjacent to spaces for parking passenger vehicles, a 3’ wide by 6 “ high concrete planter shall be provided to separate the enclosure from the adjacent parking. The placement of the enclosure and design of the planter shall preclude the enclosure doors from opening into drive aisles or impacting against adjacent parked cars. h. Retaining walls, block walls and all on-site fencing shall be designed and detailed on the on-site improvement Plan. This work shall be part of the on- site improvement permit issued by the Building Official. All masonry walls shall be constructed of decorative block with architectural features acceptable to the City Planner. i. No construction on a site shall begin before a temporary/security fence is in place and approved by the Building Official or his designee. Temporary/securit y fencing may not be removed until approved by the Building Official or his designee. The owner or owner’s agent shall immediately remove the temporary/security fencing upon the approval of the Building Official or his designee. Sites that contain multiple buildings shall maintain the temporary/security fencing around the portion of the site and buildings under construction as determined by the Building Official or his designee. All temporary/security fencing for construction sites shall include screening, emergency identification and safety identification and shall be kept in neat and undamaged condition. j. The Drive-through lane and the parking area adjacent to the building shall be constructed of PCC concrete pavement. k. The on-site improvement plan shall include details of on-site lighting, including light location, type of poles and fixtures, foundation design with structural calculations, conduit location, material and size, and Photometric plot shall be provided which show that the proposed on-site lighting design will provide: 24.d Packet Pg. 933 Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution (5570 : General Plan Amendment 16-07, Development Code Amendment 11 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 • 1 foot-candle of illumination uniformly distributed over the surface of the parking lot during hours of operation, and • 0.25 foot-candles security lighting during all other hours. l. The design of on-site improvements shall also comply with all requirements of The California Building Code, Title 24, relating to accessible parking and accessibility, including retrofitting of existing building access points for accessibility, if applicable. m. An accessible path of travel shall be provided from the public way to the building entrance. All pathways shall be paved and shall provide a minimum clear width of 4 feet. Where parking overhangs the pathway, the minimum paved width shall be 6.5 feet. n. A Lot Merger is required for this project. The applicant is directed to the City’s web page at www.sbcity.org– Departments – Public Works – Submittal Requirements for submittal requirements. o. The project Landscape Plan shall be reviewed and approved by the Land Development Division prior to issuance of a grading permit. Submit 3 copies to the Land Development Division for Checking. p. Prior to occupancy of any building, the developer shall post a bond to guarantee the maintenance and survival of project landscaping for a period of one year. q. The public right-of-way, between the property line and top of curb (also known as “parkway”) along adjoining streets shall be landscaped by the developer and maintained in perpetuity by the property owner. Details of the parkway landscaping shall be included in the project’s on-site landscape plan, unless the parkway area is included in a Landscape and Lighting Maintenance District, in which case, a separate landscape plan shall be provided. r. A Demolition Permit is required for the demolition of the existing structures on the project site. A record of the square-footage for each of the structures shall be recorded for credit towards the Impact Fees. s. All electrical transformers located outdoors on the site, shall be screened from view with a solid wall or landscaping and shall not be located in any setback/right-of-way area. If the transformer cannot be screened, it shall be located in an underground vault unless approved by the City Engineer pursuant to Section 19.30.110. 20. Utilities a. The alley way between parcels 15, 24 and 26 shown on the plan shall be vacated and recorded prior to Grading permit issuance. Adequate easement and vehicle access to City Sewer Pump Station on parcel 26 shall be provided to Water Department’s satisfaction. b. Design and construct all public utilities to serve the site in accordance with City Code, City Standards and requirements of the serving utility, including gas, electric, telephone, water, sewer and cable TV (Cable TV optional for commercial, industrial, or institutional uses). c. The project site shall be provided with separate water and sewer facilities so the City or the agency providing such services in the area can serve it. 24.d Packet Pg. 934 Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution (5570 : General Plan Amendment 16-07, Development Code Amendment 12 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 d. Backflow preventers shall be installed for any building with the finished floor elevation below the rim elevation of the nearest upstream manhole. e. This project is located in the sewer service area maintained by the City of San Bernardino Municipal Water Department. Therefore, any necessary sewer main extension shall be designed and constructed in accordance to the requirements of SBMWD. f. Utility services shall be placed underground and easements provided as required. g. All existing overhead utilities adjacent to or traversing the site on either side of the street shall be placed underground in accordance with Section 19.20.030 of the Development Code. h. Existing Utilities which interfere with new construction shall be relocated at the Developer's expense as directed by the City Engineer. i. Sewers within private streets or private parking lots will not be maintained by the City but shall be designed and constructed to City Standards and inspected under a City On-Site Construction Permit. A private sewer plan designed by the Developer's Engineer and approved by the City Engineer will be required. This plan can be incorporated in the grading plan, where practical. 21. Street Improvement and Dedications a. For the streets listed below, dedication of adequate street right-of-way (R.W.) to provide the distance from street centerline to property line and placement of the curb line (C.L.) in relation to the street centerline shall be as follows: Street Name Right of Way(ft.) Curb Line(ft) Inland Center Dr. Existing Existing Scenic Dr. Existing Existing b. If the existing sidewalk and/or curb & gutter adjacent to the site are in poor condition, the sidewalk and/or curb & gutter shall be removed and reconstructed to City Standards. Curb & Gutter shall conform to Standard No. 200, Type “B” and sidewalk shall conform to Standard No. 202, Case "A" (6’ wide adjacent to curb), unless otherwise approved by the City Engineer. c. Pavement patch on Scenic Drive shall be repaired using strategy approved by Public Works Department. d. At all curb returns within and adjacent to the project site, construct accessible curb ramps in accordance with Caltrans Standards to comply with current ADA accessibility requirements. Dedicate sufficient right-of-way at the corner to accommodate the ramp. e. Construct Driveway Approaches per City Standard No. 204, Type II, including an accessible by-pass around the top of the drive approach. Remove existing driveway approaches that are not part of the approved plan and replace with full height curb & gutter and sidewalk. 24.d Packet Pg. 935 Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution (5570 : General Plan Amendment 16-07, Development Code Amendment 13 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 f. A street cut permit, issued by the City Engineer, will be required for utility cuts into existing streets. The required method shall include a slurry coat along the frontage of the project site to center line. If trenching crosses both sides of the street than both sides of the street shall have a slurry coat and stripping along the frontage of the project site. g. A Caltran permit will be required for any work proposed within Caltrans right- of-way. h. Install LED Street Lights on the Northeast corner of Inland Center Drive and Scenic Drive in accordance with City Standard Nos. SL-1 and SL-2. Also, a separate light plan shall be submitted in accordance with the City of San Bernardino Street Lighting Design Policies. 22. Required Engineering Plans a. A complete submittal for plan checking shall consist of: sewer plans (Private sewers may be shown on on-site improvement plan; public sewers must be on a separate plan with profile submitted to SBMWD), lighting (on-site lighting may be included in on-site improvement plan or may be on a separate stand-alone plan), grading (may be incorporated with on-site improvement plan), on-site improvement plans and on-site landscaping and irrigation, water plans (shall be submitted to San Bernardino Municipal Water Department), All required supporting calculations, studies and reports must be included in the initial submittal (including but not limited to drainage studies, soils reports, structural calculations) b. All off-site improvement plans submitted for plan check shall be prepared on the City’s standard 24” x 36” sheets. A signature block satisfactory to the City Engineer or his designee shall be provided. c. After completion of plan checking, final mylar drawings, stamped and signed by the Registered Civil Engineer in charge, shall be submitted to the City Engineer and/or Building Official for approval. d. Copies of the City’s design policies and procedures and standard drawings are available at the Public Works Counter for the cost of reproduction. They are also available at no charge at the Public Works Web Site at http://www.sbcity.org 23. Required Engineering Permits a. Grading permit. b. On-site improvements construction permit (except buildings - see Development Services-Building Division), including landscaping. c. Off-site improvement construction permit. 24. Applicable Engineering Fees a. All plan check, permit, inspection, and impact fees are outlined on the Public Works Fee Schedule. A deposit in the amount of 100% of the estimated checking fee for each set of plans will be required at time of application for 24.d Packet Pg. 936 Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution (5570 : General Plan Amendment 16-07, Development Code Amendment 14 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 plan check. The amount of the fee is subject to adjustment if the construction cost estimate varies more than 10% from the estimate submitted with the application for plan checking. b. The current fee schedule is available at the Public Works Counter and at http://www.sbcity.org 25. Traffic Requirements a. All Traffic mitigation measures shall be implemented according to the recommendations of the City Traffic Engineer. Building and Safety Division Conditions 26. This is a formal submittal to the building Division and shall include all required documents, which includes a soils report, when determined to be required. 27. Address the requirements of the California Green Code 2016 for all debris. Check the VOC forms per code. 28. Check Chapter 3 of the California Building Code for the Occupancy Requirements and Chapter 4 for the Special Use Requirements. 29. As a reminder the Building Department submittal is separate from the Fire Department. Please show location of all existing hydrants. 30. Refer to Chapter 11B of the California Building Code 2016 for ADA Requirements. 31. Refer to Section 105 Permits for all required permits of the California Building Code 2016. San Bernardino County Fire District Conditions 32. Shall comply with all Building, Fire Codes and Fire District standard requirements based on occupancy classification. 33. Any changes to this proposal shall require a new Fire District condition letter. 34. Any changes to the approved life safety system shall require plans to be submitted to the Fire District prior to construction including fire sprinklers, fire alarms, underground water supply for fire protection, cooking appliances and Hood protections. 35. An approved on-site fire protection water system in accordance with the Fire District standard is required. The system is required to be in place and serviceable prior to building construction. 36. An approved water supply system, complete with street fire hydrants complying with the Fire District standard shall be in place prior to any combustible construction. 24.d Packet Pg. 937 Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution (5570 : General Plan Amendment 16-07, Development Code Amendment 15 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 37. Provide a complete on-site fire protection plan to the Fire District which indicates the location of all required fire protection appliances (FDCs, PIVs, DDCs, proposed and existing fire hydrants, etc.). 38. Premise and Building Identification and addressing shall be a minimum of 12 inches in height. 39. All underground fuel tanks shall be submitted to the County CUPA for review. 40. Fire extinguishers are required throughout. All spacing shall meet CFC for spacing and size. 41. If a fire suppression system is installed, a separate submittal is required (Hood systems, FM 200). 42. Annual Fire Department Permit is required. Contact 909-918-2201 for information. SECTION 8. Severability: If any section, subsection, subdivision, sentence, or clause or phrase in this Resolution or any part thereof is for any reason held to be unconstitutional, invalid or ineffective by any court of competent jurisdiction, such decision shall not affect the validity or effectiveness of the remaining portions of this Resolution or any part thereof. The Mayor and City Council hereby declares that it would have adopted each section irrespective of the fact that any one or more subsections, subdivisions, sentences, clauses, or phrases be declared unconstitutional, invalid, or ineffective. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// 24.d Packet Pg. 938 Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution (5570 : General Plan Amendment 16-07, Development Code Amendment 16 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, ADOPTING THE MITIGATED NEGATIVE DECLARATION, AND APPROVING CONDITIONAL USE PERMIT 16-17 TO ALLOW A SERVICE STATION, A CONVENIENCE STORE AND AN EXPRESS DRIVE-THRU CARWASH FACILITY ON TWO (2) PARCELS CONTAINING A TOTAL OF APPROXIMATELY 0.75 ACRES LOCATED AT 841 S. INLAND CENTER DRIVE (APN: 0141-222-15 AND 26) WITHIN THE COMMERCIAL GENERAL (CG-1) ZONE. THIS RESOLUTION INCLUDES THE DENIAL OF AN ALCOHOLIC BEVERAGE CONTROL TYPE-21 (OFF-SALE GENERAL) LICENSE AND APPROVAL OF AN ALCOHOLIC BEVERAGE CONTROL TYPE-20 (OFF- SALE BEER & WINE) LICENSE IN CONNECTION WITH PUBLIC CONVENIENCE OR NECESSITY LETTER 17-01 FOR THE PROPOSED CONVENIENCE STORE I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and City Council of the City of San Bernardino at a regular meeting thereof, held on the day of , 2018, by the following vote to wit: Council Members: AYES NAYS ABSTAIN ABSENT MARQUEZ BARRIOS VALDIVIA SHORETT NICKEL RICHARD MULVIHILL _______________________________ Georgeann Hanna, CMC, City Clerk The foregoing Resolution is hereby approved this _____day of _____________, 2018. ________________________________ R. Carey Davis, Mayor Approved as to form: City of San Bernardino Gary D. Saenz, City Attorney By: ___________________________________ 24.d Packet Pg. 939 Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution (5570 : General Plan Amendment 16-07, Development Code Amendment 17 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 EXHIBIT A APPROVED PLANS 24.d Packet Pg. 940 Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution (5570 : General Plan Amendment 16-07, Development Code Amendment 18 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 EXHIBIT B MITIGATION MONITORING AND REPORTING PROGRAM 24.d Packet Pg. 941 Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution (5570 : General Plan Amendment 16-07, Development Code Amendment 24.ePacket Pg. 942Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution.Exhibit A (5570 : General Plan Amendment 16-07, Development Code Amendment (Zoning Map Amendment) 16-08, Condition) 24.ePacket Pg. 943Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution.Exhibit A (5570 : General Plan Amendment 16-07, Development Code Amendment (Zoning Map Amendment) 16-08, Condition) 24.ePacket Pg. 944Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution.Exhibit A (5570 : General Plan Amendment 16-07, Development Code Amendment (Zoning Map Amendment) 16-08, Condition) 24.ePacket Pg. 945Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution.Exhibit A (5570 : General Plan Amendment 16-07, Development Code Amendment (Zoning Map Amendment) 16-08, Condition) 24.ePacket Pg. 946Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution.Exhibit A (5570 : General Plan Amendment 16-07, Development Code Amendment (Zoning Map Amendment) 16-08, Condition) 24.ePacket Pg. 947Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution.Exhibit A (5570 : General Plan Amendment 16-07, Development Code Amendment (Zoning Map Amendment) 16-08, Condition) 24.ePacket Pg. 948Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution.Exhibit A (5570 : General Plan Amendment 16-07, Development Code Amendment (Zoning Map Amendment) 16-08, Condition) 24.ePacket Pg. 949Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution.Exhibit A (5570 : General Plan Amendment 16-07, Development Code Amendment (Zoning Map Amendment) 16-08, Condition) 24.ePacket Pg. 950Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution.Exhibit A (5570 : General Plan Amendment 16-07, Development Code Amendment (Zoning Map Amendment) 16-08, Condition) 24.ePacket Pg. 951Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution.Exhibit A (5570 : General Plan Amendment 16-07, Development Code Amendment (Zoning Map Amendment) 16-08, Condition) 24.ePacket Pg. 952Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution.Exhibit A (5570 : General Plan Amendment 16-07, Development Code Amendment (Zoning Map Amendment) 16-08, Condition) 24.ePacket Pg. 953Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution.Exhibit A (5570 : General Plan Amendment 16-07, Development Code Amendment (Zoning Map Amendment) 16-08, Condition) 24.ePacket Pg. 954Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution.Exhibit A (5570 : General Plan Amendment 16-07, Development Code Amendment (Zoning Map Amendment) 16-08, Condition) 24.ePacket Pg. 955Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution.Exhibit A (5570 : General Plan Amendment 16-07, Development Code Amendment (Zoning Map Amendment) 16-08, Condition) CITY OF SAN BERNARDINO INLAND CENTER GAS STATION PROJECT MITIGATION MONITORING AND REPORTING PROGRAM MMRP Table, Page 1 Mitigation Measure Implementation Schedule Verification Aesthetics I-1 Prior to approval of the Final Design, an analysis of potential glare from sunlight or exterior lighting to impact vehicles traveling on adjacent roadways shall be submitted to the City for review and approval. This analysis shall demonstrate that due to building orientation or exterior treatment, no significant glare may be caused that could negatively impact drivers on the local roadways or impact adjacent land uses. If potential glare impacts are identified, the building orientation, use of non-glare reflective materials or other design solutions acceptable to the City of San Bernardino shall be implemented to eliminate glare impacts. The assessment of potential glare shall be submitted to the City concurrent with the final design of the building. The measures incorporated into final design to control glare shall be installed during construction. A copy of the glare assessment and recommendations shall be retained in the project file. Verification of implementation shall be based on field inspections by City inspectors that verify the building glare attenuation measures have been installed as required in this measure. Field notes documenting verification shall be retained in the project file. Source Responsible Party Status / Date / Initials Initial Study City of San Bernardino Mitigation Measure Implementation Schedule Verification Air Quality III-1 All clearing, grading, earth-moving, or excavation activities shall cease when winds exceed 25 mph per SCAQMD guidelines in order to limit fugitive dust emissions. This measure shall be included in the construction contract as a contract specification and implemented by the contractor during construction. A copy of the construction contract including the air mitigation measures shall be retained in the project file. Verification of implementation shall be based on field inspections by City inspection personnel that verify the air quality measures have been implemented as required in these measures. Field notes documenting verification shall be retained in the project file. Source Responsible Party Status / Date / Initials Initial Study City of San Bernardino 24.fPacket Pg. 956Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution.Exhibit B (5570 : General Plan Amendment 16-07, Development Code CITY OF SAN BERNARDINO INLAND CENTER GAS STATION PROJECT MITIGATION MONITORING AND REPORTING PROGRAM MMRP Table, Page 2 Mitigation Measure Implementation Schedule Verification Air Quality III-2 The contractor shall ensure that all disturbed unpaved roads and disturbed areas within the Project are watered at least three (3) times daily during dry weather. Watering, with complete coverage of disturbed areas, shall occur at least three times a day, preferably in the mid- morning, afternoon, and after work is done for the day. This measure shall be included in the construction contract as a contract specification and implemented by the contractor during construction. A copy of the construction contract including the air mitigation measures shall be retained in the project file. Verification of implementation shall be based on field inspections by City inspection personnel that verify the air quality measures have been implemented as required in these measures. Field notes documenting verification shall be retained in the project file. Source Responsible Party Status / Date / Initials Initial Study City of San Bernardino Mitigation Measure Implementation Schedule Verification Air Quality III-3 The contractor shall ensure that traffic speeds on unpaved roads and Project site areas are reduced to 15 miles per hour or less. This measure shall be included in the construction contract as a contract specification and implemented by the contractor during construction. A copy of the construction contract including the air mitigation measures shall be retained in the project file. Verification of implementation shall be based on field inspections by City inspection personnel that verify the air quality measures have been implemented as required in these measures. Field notes documenting verification shall be retained in the project file. Source Responsible Party Status / Date / Initials Initial Study City of San Bernardino 24.fPacket Pg. 957Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution.Exhibit B (5570 : General Plan Amendment 16-07, Development Code CITY OF SAN BERNARDINO INLAND CENTER GAS STATION PROJECT MITIGATION MONITORING AND REPORTING PROGRAM MMRP Table, Page 3 Mitigation Measure Implementation Schedule Verification Cultural Resources V-1 Should any cultural resources be encountered during construc- tion of these facilities, earthmoving or grading activities in the immediate area of the finds shall be halted and an onsite inspection shall be performed immediately by a qualified arch- aeologist. Responsibility for making this determination shall be with the City onsite inspector. The archaeological professional shall assess the find, determine its significance, and make recommendations for appropriate mitigation measures within the guidelines of the California Environmental Quality Act. Any response to exposed resources shall occur during construction. Any reports documenting management and findings for accidentally exposed resources shall be completed within one year of the discovery. The City shall be notified within 24-hours of accidental exposure of any cultural resources. A copy of initial findings shall be provided to the City and retained In the project file. A copy of the final report shall be retained in the project file. Source Responsible Party Status / Date / Initials Initial Study City of San Bernardino Mitigation Measure Implementation Schedule Verification Cultural Resources V-2 Should any paleontological resources be encountered during construction of these facilities, earthmoving or grading activities in the immediate area of the finds shall be halted and an onsite inspection should be performed immediately by a qualified paleontologist. Responsibility for making this determination shall be with the City onsite inspector. The paleontological profes- sional shall assess the find, determine its significance, and make recommendations for appropriate mitigation measures within the guidelines of the California Environmental Quality Act. Any response to exposed resources shall occur during construction. Any reports documenting management and findings for accidentally exposed resources shall be completed within one year of the discovery. The City shall be notified within 24-hours of accidental exposure of any paleonto- logical resources. A copy of initial findings shall be provided to the City and retained In the project file. A copy of the final report shall be retained in the project file. Source Responsible Party Status / Date / Initials Initial Study City of San Bernardino 24.fPacket Pg. 958Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution.Exhibit B (5570 : General Plan Amendment 16-07, Development Code CITY OF SAN BERNARDINO INLAND CENTER GAS STATION PROJECT MITIGATION MONITORING AND REPORTING PROGRAM MMRP Table, Page 4 Mitigation Measure Implementation Schedule Verification Cultural Resources V-3 Should any significant Native American historical resources, as defined by CEQA (as amended, 2015), are discovered and avoidance cannot be ensured, an SOI-qualified archaeologist shall be retained to develop an cultural resources Treatment Plan, as well as a Discovery and Monitoring Plan, the drafts of which shall be provided to San Manuel Band of Mission Indians for review and comment: a. All in-field investigations, assessments, and/or data recovery enacted pursuant to the finalized Treatment Plan shall be monitored by a San Manuel Band of Mission Indians Tribal Participant(s); and b. The Lead Agency and/or applicant shall, in good faith, consult with San Manuel Band of Mission Indians on the disposition and treatment of any artifacts or other cultural materials encountered during the project. This measure shall be implemented during construction and followed through until final disposition of such resources has been achieved. The developer shall provide the City with documentation verifying access to the project site by the San Manuel Band of Mission Indians. A report of monitoring activities following completion of ground disturbing activities shall be provided to the City by the developer and San Manuel Band of Mission Indians documenting all findings during monitoring activities. Discovery of cultural resources shall be reported to the City within 24 hours of exposure. San Manuel Band of Mission Indians shall be notified in concurrence with the City in the event any cultural resources are found. Documentation shall be provided that ground disturbing acti- vities were immediately halted in the area of the discovery and of all management actions taken following the discovery. A copy of this documentation shall be retained in the project file. Source Responsible Party Status / Date / Initials Initial Study City of San Bernardino 24.fPacket Pg. 959Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution.Exhibit B (5570 : General Plan Amendment 16-07, Development Code CITY OF SAN BERNARDINO INLAND CENTER GAS STATION PROJECT MITIGATION MONITORING AND REPORTING PROGRAM MMRP Table, Page 5 Mitigation Measure Implementation Schedule Verification Cultural Resources V-4 In the event that Native American cultural resources are discovered during project activities, all work in the immediate vicinity of the find (within a 60-foot buffer) shall cease and a qualified archaeologist meeting Secretary of Interior standards shall be hired to assess the find. Work on the other portions of the project outside of the buffered area may continue during this assessment period. Additionally, San Manuel Band of Mission Indians will be contacted if any such find occurs and be provided information and permitted/invited to perform a site visit when the archaeologist makes his/her assessment, so as to provide Tribal input. This measure shall be implemented during construction and followed through until final disposition of such resources has been achieved. The developer shall provide the City with documentation verifying access to the project site by the San Manuel Band of Mission Indians. A report of monitoring activities following completion of ground disturbing activities shall be provided to the City by the developer and San Manuel Band of Mission Indians documenting all findings during monitoring activities. Discovery of cultural resources shall be reported to the City within 24 hours of exposure. San Manuel Band of Mission Indians shall be notified in concurrence with the City in the event any cultural resources are found. Documentation shall be provided that ground disturbing acti- vities were immediately halted in the area of the discovery and of all management actions taken following the discovery. A copy of this documentation shall be retained in the project file. Source Responsible Party Status / Date / Initials Initial Study City of San Bernardino 24.fPacket Pg. 960Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution.Exhibit B (5570 : General Plan Amendment 16-07, Development Code CITY OF SAN BERNARDINO INLAND CENTER GAS STATION PROJECT MITIGATION MONITORING AND REPORTING PROGRAM MMRP Table, Page 6 Mitigation Measure Implementation Schedule Verification Cultural Resources V-5 The project Applicant will be required to obtain the services of a qualified Native American Monitor during construction-related ground disturbance activities. Ground disturbance is defined by the Tribal Representatives from the Gabrieleño Band of Mission Indians, Kizh Nation as activities that include, but are not limited to, pavement removal, pot-holing or auguring, boring, grading, excavation, and trenching, within the project area. The monitor(s) must be approved by the tribal representatives and will be present on-site during the construction phases that involve any ground disturbing activities. The Native American Monitor(s) will complete monitoring logs on a daily basis. The logs will provide descriptions of the daily activities, including construction activities, locations, soil, and any cultural materials identified. The monitor(s) will photo-document the ground disturbing activities. The monitor(s) must also have Hazardous Waste Operations and Emergency Response (HAZWOPER) certification. In addition, the monitor(s) will be required to provide insurance certificates, including liability insurance, for any archaeological resource(s) encountered during grading and excavation activities pertinent to the provisions outlined in the California Environmental Quality Act, California Public Resources Code Division 13, Section 21083.2 (a) through (k). The monitoring shall end when the project site grading and excavation activities are completed, or when the monitor has indicated that the site has a low potential for archaeological resources . This measure shall be implemented during construction and followed through until final disposition of such resources has been achieved. The developer shall provide the City with documentation verifying access to the project site by the Gabrieleño Band of Mission Indians-Kizh (Keech-Kit’c) Nation. A report of monitoring activities following completion of ground disturbing activities shall be provided to the City by the developer and GBMI documenting all findings during monitoring activities. Discovery of cultural resources shall be reported to the City within 24 hours of exposure. GBMI shall be notified in concurrence with the City in the event any cultural resources are found. Documen- tation shall be provided that ground disturbing activities were immediately halted in the area of the discovery and of all management actions taken following the discovery. A copy of this documen- tation shall be retained in the project file. Source Responsible Party Status / Date / Initials Initial Study City of San Bernardino 24.fPacket Pg. 961Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution.Exhibit B (5570 : General Plan Amendment 16-07, Development Code CITY OF SAN BERNARDINO INLAND CENTER GAS STATION PROJECT MITIGATION MONITORING AND REPORTING PROGRAM MMRP Table, Page 7 Mitigation Measure Implementation Schedule Verification Geology and Soils VI-1 Prior to initiating grading, the site developer shall provide a geotechnical evaluation of the potential liquefaction hazards at the site and, if a hazard exists at the proposed project location, the evaluation shall define design measures that will ensure the safety of any new structures in protecting human life in the event of a regional earthquake affecting the site. The developer shall implement any design measures required to protect human safety. The site geology report shall be submitted to the City prior to initiating ground disturbance. Recommendations of the geology report shall be implemented during construction. A copy of the geology report and recom - mendations shall be retained in the project file. Verification of implementation shall be based on field inspections by City inspectors that verify the recommenda- tions have been implemented. Field notes documenting verification shall be retained in the project file. Source Responsible Party Status / Date / Initials Initial Study City of San Bernardino Mitigation Measure Implementation Schedule Verification Geology and Soils VI-2 Stored backfill material shall be covered with water resistant material during periods of heavy precipitation to reduce the potential for rainfall erosion of stored backfill material. If covering is not feasible, then measures such as the use of straw bales or sand bags shall be used to capture and hold eroded material on the Project site for future cleanup. These measures shall be identified in the project Stormwater Pollution Prevention Plan (SWPPP) and implemented during construction. A copy of the SWPPP shall be retained in the project file. Verification of implemen- tation shall be based on field inspections by City inspection personnel that verify the SWPPP BMPs have been imple- mented as required in this measure. Field notes documenting verification shall be retained in the project file. Source Responsible Party Status / Date / Initials Initial Study City of San Bernardino 24.fPacket Pg. 962Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution.Exhibit B (5570 : General Plan Amendment 16-07, Development Code CITY OF SAN BERNARDINO INLAND CENTER GAS STATION PROJECT MITIGATION MONITORING AND REPORTING PROGRAM MMRP Table, Page 8 Mitigation Measure Implementation Schedule Verification Geology and Soils VI-3 All exposed, disturbed soil (trenches, stored backfill, etc.) shall be sprayed with water or soil binders twice a day, or more frequently if fugitive dust is observed migrating from the site within which the Inland Center Gas Station is being constructed. These measures shall be identified in the project Stormwater Pollution Prevention Plan (SWPPP) and implemented during construction. A copy of the SWPPP shall be retained in the project file. Verification of implemen- tation shall be based on field inspections by City inspection personnel that verify the SWPPP BMPs have been imple- mented as required in this measure. Field notes documenting verification shall be retained in the project file. Source Responsible Party Status / Date / Initials Initial Study City of San Bernardino Mitigation Measure Implementation Schedule Verification Hazards and Hazardous Materials VIII-1 All spills or leakage of petroleum products during construction activities will be remediated in compliance with applicable state and local regulations regarding cleanup and disposal of the contaminant released. The contaminated waste will be collected and disposed of at an appropriately licensed disposal or treatment facility. This measure will be incorporated into the SWPPP prepared for the Project development. The Plan shall be completed prior to initiating construction and implemented during future construction.. A copy of the approved plan shall be retained in the project file. Verification of implementation shall be documented City in a summary report. A copy of the documentation shall be retained in the project file. Source Responsible Party Status / Date / Initials Initial Study City of San Bernardino 24.fPacket Pg. 963Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution.Exhibit B (5570 : General Plan Amendment 16-07, Development Code CITY OF SAN BERNARDINO INLAND CENTER GAS STATION PROJECT MITIGATION MONITORING AND REPORTING PROGRAM MMRP Table, Page 9 Mitigation Measure Implementation Schedule Verification Noise XII-1 During future construction activities with heavy equipment within 300 feet of occupied residences, vibration field tests should be conducted at the nearest occupied residences. To the extent feasible, if vibrations exceed 72 VdB, the construction activities shall be revised to reduce vibration below this thres hold. This measure shall be included in the construction contract and implemented during construction. A copy of the construction contract shall be retained in the project file. Verification of implementation shall be based on field inspections by City inspection personnel that verify this noise measure has been implemented as required in this measure. Field notes documenting verification shall be retained in the project file. Source Responsible Party Status / Date / Initials Initial Study City of San Bernardino Mitigation Measure Implementation Schedule Verification Noise XII-2 The Applicant shall use noise reducing barriers and other devices to reduce exterior noise levels at the nearest sensitive receptor to 60 CNEL or less during the night-time construction hours (in the event that any emergency night-time construction hours become necessary) and 65 CNEL or less during the daytime construction hours. This measure shall be included in the construction contract and implemented during construction. A copy of the construction contract shall be retained in the project file. Verification of implementation shall be based on field inspections by City inspection personnel that verify this noise measure has been implemented as required in this measure. Field notes documenting verification shall be retained in the project file. Source Responsible Party Status / Date / Initials Initial Study City of San Bernardino 24.fPacket Pg. 964Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution.Exhibit B (5570 : General Plan Amendment 16-07, Development Code CITY OF SAN BERNARDINO INLAND CENTER GAS STATION PROJECT MITIGATION MONITORING AND REPORTING PROGRAM MMRP Table, Page 10 Mitigation Measure Implementation Schedule Verification Noise XII-3 The Applicant will require that all construction equipment be operated with mandated noise control equipment (mufflers or silencers). Enforcement will be accomplished by random field inspections by applicant personnel during construction activities. This measure shall be included in the construction contract and implemented during construction. A copy of the construction contract shall be retained in the project file. Verification of implementation shall be based on field inspections by City inspection personnel that verify this noise measure has been implemented as required in this measure. Field notes documenting verification shall be retained in the project file. Source Responsible Party Status / Date / Initials Initial Study City of San Bernardino Mitigation Measure Implementation Schedule Verification Noise XII-4 Equipment not in use for five minutes shall be shut off. This measure shall be included in the construction contract and implemented during construction. A copy of the construction contract shall be retained in the project file. Verification of implementation shall be based on field inspections by City inspection personnel that verify this noise measure has been implemented as required in this measure. Field notes documenting verification shall be retained in the project file. Source Responsible Party Status / Date / Initials Initial Study City of San Bernardino 24.fPacket Pg. 965Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution.Exhibit B (5570 : General Plan Amendment 16-07, Development Code CITY OF SAN BERNARDINO INLAND CENTER GAS STATION PROJECT MITIGATION MONITORING AND REPORTING PROGRAM MMRP Table, Page 11 Mitigation Measure Implementation Schedule Verification Noise XII-5 Equipment shall be maintained and operated such that loads are secured from rattling or banging. This measure shall be included in the construction contract and implemented during construction. A copy of the construction contract shall be retained in the project file. Verification of implementation shall be based on field inspections by City inspection personnel that verify this noise measure has been implemented as required in this measure. Field notes documenting verification shall be retained in the project file. Source Responsible Party Status / Date / Initials Initial Study City of San Bernardino Mitigation Measure Implementation Schedule Verification Noise XII-6 Where available, electric-powered equipment shall be used rather than diesel equipment and hydraulic-powered equipment shall be used instead of pneumatic power. This measure shall be included in the construction contract and implemented during construction. A copy of the construction contract shall be retained in the project file. Verification of implementation shall be based on field inspections by City inspection personnel that verify this noise measure has been implemented as required in this measure. Field notes documenting verification shall be retained in the project file. Source Responsible Party Status / Date / Initials Initial Study City of San Bernardino 24.fPacket Pg. 966Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution.Exhibit B (5570 : General Plan Amendment 16-07, Development Code CITY OF SAN BERNARDINO INLAND CENTER GAS STATION PROJECT MITIGATION MONITORING AND REPORTING PROGRAM MMRP Table, Page 12 Mitigation Measure Implementation Schedule Verification Noise XII-7 Construction employees shall be trained in the proper operation and use of equipment consistent with these mitigation measures, including no unnecessary revving of equipment. This measure shall be included in the construction contract and implemented during construction. A copy of the construction contract shall be retained in the project file. Verification of implementation shall be based on field inspections by City inspection personnel that verify this noise measure has been implemented as required in this measure. Field notes documenting verification shall be retained in the project file. Source Responsible Party Status / Date / Initials Initial Study City of San Bernardino Mitigation Measure Implementation Schedule Verification Noise XII-8 No radios or other sound equipment shall be used at this site unless required for emergency response by the contractor. This measure shall be included in the construction contract and implemented during construction. A copy of the construction contract shall be retained in the project file. Verification of implementation shall be based on field inspections by City inspection personnel that verify this noise measure has been implemented as required in this measure. Field notes documenting verification shall be retained in the project file. Source Responsible Party Status / Date / Initials Initial Study City of San Bernardino 24.fPacket Pg. 967Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution.Exhibit B (5570 : General Plan Amendment 16-07, Development Code CITY OF SAN BERNARDINO INLAND CENTER GAS STATION PROJECT MITIGATION MONITORING AND REPORTING PROGRAM MMRP Table, Page 13 Mitigation Measure Implementation Schedule Verification Noise XII-9 Public notice shall be given prior to initiating construction. This notice shall be provided to all property owners/residents within 300 feet of the project site and shall be provided to property owners/residents at least one week prior to initiating construc- tion. The notice shall identify the dates of construction and the name and phone number of a construction supervisor (contact person) in case of complaints. One contact person shall be assigned to the project. The public notice shall encourage the adjacent residents to contact the supervisor in the case of a complaint. Resident’s will be informed if there is a change in the construction schedule. The supervisor shall be available 24/7 throughout construction by mobile phone. If a complaint is received, the contact person shall take all feasible steps to remove the sound source causing the complaint. This measure shall be included in the construction contract and implemented during construction. A copy of the construction contract shall be retained in the project file. Verification of implementation shall be based on field inspections by City inspection personnel that verify this noise measure has been implemented as required in this measure. Field notes documenting verification shall be retained in the project file. Source Responsible Party Status / Date / Initials Initial Study City of San Bernardino Mitigation Measure Implementation Schedule Verification Transportation / Traffic XVI-1 The Applicant shall participate in fair-share contribution (as outlined in Table XVI-2 below) to construct a second northbound through lane at the intersection of Inland Center Drive and Scenic Drive to reduce the v/c to pre-project levels or better through restriping the northbound approach with 12-foot lanes to bring the level of service to City of San Bernardino standards. The fair share contribution shall be submitted to the City prior to issuance of occupancy permits. A copy of the receipt for fair share contribution shall be retained in the project file. Source Responsible Party Status / Date / Initials Initial Study City of San Bernardino 24.fPacket Pg. 968Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution.Exhibit B (5570 : General Plan Amendment 16-07, Development Code CITY OF SAN BERNARDINO INLAND CENTER GAS STATION PROJECT MITIGATION MONITORING AND REPORTING PROGRAM MMRP Table, Page 14 Mitigation Measure Implementation Schedule Verification Transportation / Traffic XVI-2 The construction contractor will provide adequate traffic management resources, as determined by the City of San Bernardino. The City shall require a construction traffic management plan for work in public roads that complies with the Work Area Traffic Control Handbook, or other applicable standard, to provide adequate traffic control and safety during excavation activities. The traffic management plan shall be prepared and approved by the City prior to initiation of excavation activities. At a minimum this plan shall include how to minimize the amount of time spent on construction activities; how to minimize disruption of vehicle and alternative modes of transport traffic at all times, but particularly during periods of high traffic volumes; how to maintain safe traffic flow on local streets affected by construction at all times, including through the use of adequate signage, protective devices, flag persons or police assistance to ensure that traffic can flow adequately during con- struction; the identification of alternative routes that can meet the traffic flow requirements of a specific area, including communi- cation (signs, webpages, etc.) with drivers and neighborhoods where construction activities will occur; and at the end of each construction day roadways shall be prepared for continued utilization without any significant roadway hazards remaining. This measure shall be implemented during construction. Verification of implementation shall be based on field inspections by City inspection personnel that verify adequate traffic management resources are being used by the contractor as required in this measure. Field notes documenting verification shall be retained in the project file. Source Responsible Party Status / Date / Initials Initial Study City of San Bernardino 24.fPacket Pg. 969Attachment: CD.GPA 16-07 Inland Center Gas Station.A2.Resolution.Exhibit B (5570 : General Plan Amendment 16-07, Development Code 24.g Packet Pg. 970 Attachment: CD.GPA 16-07 Inland Center Gas Station.A3.PC Resolution 2018-013 (5570 : General Plan Amendment 16-07, Development Code 24.g Packet Pg. 971 Attachment: CD.GPA 16-07 Inland Center Gas Station.A3.PC Resolution 2018-013 (5570 : General Plan Amendment 16-07, Development Code 24.g Packet Pg. 972 Attachment: CD.GPA 16-07 Inland Center Gas Station.A3.PC Resolution 2018-013 (5570 : General Plan Amendment 16-07, Development Code 24.g Packet Pg. 973 Attachment: CD.GPA 16-07 Inland Center Gas Station.A3.PC Resolution 2018-013 (5570 : General Plan Amendment 16-07, Development Code 24.g Packet Pg. 974 Attachment: CD.GPA 16-07 Inland Center Gas Station.A3.PC Resolution 2018-013 (5570 : General Plan Amendment 16-07, Development Code 24.g Packet Pg. 975 Attachment: CD.GPA 16-07 Inland Center Gas Station.A3.PC Resolution 2018-013 (5570 : General Plan Amendment 16-07, Development Code 24.g Packet Pg. 976 Attachment: CD.GPA 16-07 Inland Center Gas Station.A3.PC Resolution 2018-013 (5570 : General Plan Amendment 16-07, Development Code 24.g Packet Pg. 977 Attachment: CD.GPA 16-07 Inland Center Gas Station.A3.PC Resolution 2018-013 (5570 : General Plan Amendment 16-07, Development Code 24.g Packet Pg. 978 Attachment: CD.GPA 16-07 Inland Center Gas Station.A3.PC Resolution 2018-013 (5570 : General Plan Amendment 16-07, Development Code 24.g Packet Pg. 979 Attachment: CD.GPA 16-07 Inland Center Gas Station.A3.PC Resolution 2018-013 (5570 : General Plan Amendment 16-07, Development Code 24.g Packet Pg. 980 Attachment: CD.GPA 16-07 Inland Center Gas Station.A3.PC Resolution 2018-013 (5570 : General Plan Amendment 16-07, Development Code 24.g Packet Pg. 981 Attachment: CD.GPA 16-07 Inland Center Gas Station.A3.PC Resolution 2018-013 (5570 : General Plan Amendment 16-07, Development Code 24.g Packet Pg. 982 Attachment: CD.GPA 16-07 Inland Center Gas Station.A3.PC Resolution 2018-013 (5570 : General Plan Amendment 16-07, Development Code 24.g Packet Pg. 983 Attachment: CD.GPA 16-07 Inland Center Gas Station.A3.PC Resolution 2018-013 (5570 : General Plan Amendment 16-07, Development Code 24.g Packet Pg. 984 Attachment: CD.GPA 16-07 Inland Center Gas Station.A3.PC Resolution 2018-013 (5570 : General Plan Amendment 16-07, Development Code 24.g Packet Pg. 985 Attachment: CD.GPA 16-07 Inland Center Gas Station.A3.PC Resolution 2018-013 (5570 : General Plan Amendment 16-07, Development Code 24.g Packet Pg. 986 Attachment: CD.GPA 16-07 Inland Center Gas Station.A3.PC Resolution 2018-013 (5570 : General Plan Amendment 16-07, Development Code 24.g Packet Pg. 987 Attachment: CD.GPA 16-07 Inland Center Gas Station.A3.PC Resolution 2018-013 (5570 : General Plan Amendment 16-07, Development Code 24.g Packet Pg. 988 Attachment: CD.GPA 16-07 Inland Center Gas Station.A3.PC Resolution 2018-013 (5570 : General Plan Amendment 16-07, Development Code 24.g Packet Pg. 989 Attachment: CD.GPA 16-07 Inland Center Gas Station.A3.PC Resolution 2018-013 (5570 : General Plan Amendment 16-07, Development Code 24.h Packet Pg. 990 Attachment: CD.GPA 16-07 Inland Center Gas Station.A4 (5570 : General Plan Amendment 16-07, Development Code Amendment (Zoning Map 24.h Packet Pg. 991 Attachment: CD.GPA 16-07 Inland Center Gas Station.A4 (5570 : General Plan Amendment 16-07, Development Code Amendment (Zoning Map 25.a Packet Pg. 992 Attachment: FN 2018-19 Proposed Budget.REPORT (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed Operating Budget and Capital The City Charter requires that a Public Hearing be conducted to receive input from the citizens about the proposed Budget for the upcoming fiscal year. This meeting is intended to accomplish that requirement and provides further opportunity for the Mayor and City Council to consider the proposed Budget and CIP and any public comments and provide any further direction related to allocation of resources. Discussion Proposed Operating Budget In preparation for the special meetings held on May 14, 17 and 29, 2018, a proposed operating budget with supporting schedules and information relative to each operating department was provided. Based on direction from the Mayor and City Council, the following changes have been made to the documents initially developed. The following is a summary of the changes: General Fund changes • Internal Service Charges decreased by $400,000 amongst City departments as a result of a reduced excess liability premium in the General Liability Fund and an increase in the amount anticipated for cost recovery from third parties in the Workers’ Compensation Fund • Salaries and Benefits decreased by $94,000 in the Public Works’ Department and by $46,000 in the Parks, Recreation and Community Services Department associated with the elimination of two originally proposed new positions • General Government budget decreased by $200,000 associated with the anticipated move out of the 215 Building and consolidation of staff into other existing facilities • Salaries and Benefits across all departments decreased by a combined total of $8,400 associated with the elimination of the automatic annual increase in the car allowance received by 28 City employees • Police Department budget decreased by $65,000 associated with the savings generated by contracting out the weed abatement operation to San Bernardino County (employee cost had already been removed from original proposed budget – total savings of approximately $110,000) • Mayor and City Council directed the City Manager to engage a Ballot Measure consultant and allocated $150,000 to this project (this amount was not added to the budget because the action was taken in FY 2017/18 and can be posted in the current fiscal year; sufficient operational savings exist so as to not affect the financial projection at June 30, 2018) Other Fund Changes • Assessment District revenue for FY 2018/19 increased citywide revenue estimates; preparation of the assessments was recently completed and is now available for inclusion in the proposed Budget - revenue of $1,221,922 representing all assessment districts was included • Successor Agency administrative budget increased total revenues and expenditures in the same amount; the approved ROPS schedule for FY 2018/19 25.a Packet Pg. 993 Attachment: FN 2018-19 Proposed Budget.REPORT (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed Operating Budget and Capital was recently finalized and is now available for inclusion in the proposed budget – revenue and expense of $599,074 was added to the proposed Budget • Housing and Urban Development allocations increased to match the award notifications recently received – CDBG increased by $55,481, HOME increased by $68,568 and ESG increased by $20,098 The total operating budget (all City funds) decreased by $394,369 from $166,751,435 to $166,357,066. This reflects a $729,485 decrease in the General Fund and an increase of $335,116 to other City funds. The changes are further detailed in Attachment 1. The original proposed Budget is included as Attachment 2 to this report. Capital Improvement Program The proposed CIP was reviewed with the Mayor and City Council at the Special City Council meeting on May 29, 2018. Staff presented the details of a $46,064,277 plan consisting of projects in seven categories – Buildings, Streets, Parks, Traffic Controls, Storm Drains, Police and Landfill. No changes were directed by the Mayor and City Council at that meeting. The proposed CIP identified funding for some of the projects while funding for other projects will continue to be identified. The proposed CIP is included with this report as Attachment 3 and has not changed from the document presented to the Mayor and City Council on May 29, 2018. Analysis The total FY 2018/19 Proposed Budget, which includes the Operating Budget and CIP, of $212,421,343 represents a $31 million increase over the FY 2017/18 Adopted Budget and CIP, or 17% growth. Similar to the FY 2017/18 Adopted Budget, the primary driver for the increase continues to be the CIP where significant investments are planned for 2018/19. The proposed Operating Budget, including transfers, for FY 2018/19 is $166,357,066 (this includes $126,247,699 in the General Fund and $40,109,367 in other City funds that include Special Revenue, Enterprise Operations and Internal Services). The General Fund represents $126 million, a modest $6 million, or 5%, increase over the prior year budget. The proposed Budget includes a projected increase in revenues of $7 million, or 6%, which includes the anticipated $1.8 million in revenue from the County of San Bernardino as a result of the Amendment to the Vehicle License fee (VLF) Swap Agreement between the City and the County reducing the share of VLF revenues transferred to the County for fire protection approved by the Mayor and City Council in April 2018. The proposed Budget includes the reduction of 23 full-time positions, eliminated through attrition and the elimination of positions that have been unfilled for a number of years. These changes reduce citywide staffing by 3% from the prior year (a reduction in General Fund staffing of 21 positions). Moderate maintenance and operation, as well as utility rate adjustments and minor program enhancements, are included in this budget in an effort to provide and improved level of maintenance and management of services and infrastructure to the community. These targeted increases 25.a Packet Pg. 994 Attachment: FN 2018-19 Proposed Budget.REPORT (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed Operating Budget and Capital were largely offset by reductions in other discretionary maintenance and operating costs. In light of the economic environment, the FY 2018/19 proposed Budget is built to maintain existing levels of service, fund contractual/mandated obligations, and allocate available ongoing funding on a one-time basis to maintain flexibility to face uncertain fiscal impacts. The proposed Budget initially reflected a revenue gap of $5 million based largely on the anticipated increases in pension costs and unfunded liabilities as well as increased operating costs. Through the budget process and earlier discussions with the Mayor and city Council about potential opportunities, the City staff was able to identify operational changes to reduce costs including contracting for additional maintenance services rather than filling vacant positions; reducing costs for professional/contractual services by reprioritizing projects and planning to complete projects internally; reallocating costs to other funding sources; and restructuring operations. Additionally, there was an increase in estimated revenues including the addition of $1.8 million in revenue from the County as a result of the Amendment to the VLF Swap Agreement reducing the share of VLF revenues transferred to the County for fire protection. The goal was to ensure costs were contained to the extent possible to allow room for the Mayor and City Council and the staff to consider using the excess funds towards the emerging gap in funding for infrastructure and other priorities. 2018-19 Goals and Objectives The preparation of the Budget and the CIP is consistent with Goal No. 3 Create, Maintain and Grow Jobs and Economic Value in the City, Goal No. 4 Ensure Development of a Well-Planned, Balanced and Sustainable City, and Goal No. 6 Operate in a Fiscally Responsible and Business-Like Manner. The development of these documents ensures that the City’s limited resources are being allocated to the Mayor and City Council’s highest priorities and sustains the economic value of the City’s assets, creating a community that will attract further economic investment. Fiscal Impact The City’s FY 2018/19 Budget as originally presented to the Mayor and City Council reflected an expenditure level of $167 million. Of this total, $127 million was allocated to the General Fund and the remaining $40 million to all other City Funds. The proposed changes to the preliminary Budget reduce the General Fund budget to $126 million, increasing the net surplus from $13,316 to $742,801. The CIP reflects a total expenditure level of $46 million and no changes are being proposed with this report. In all cases, sufficient funds exist from a variety of sources to fund the proposed list of expenditures and proposed projects. Subsequent to approval, the CIP’s list of projects will all be presented individually to the Mayor and City Council for specific approval and award of contracts before any work begins. 25.a Packet Pg. 995 Attachment: FN 2018-19 Proposed Budget.REPORT (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed Operating Budget and Capital Conclusion It is recommended that the Mayor and City Council conduct a Public Hearing regarding the Budget and CIP to receive public comments then provide staff any further direction on the development of these documents scheduled for approval on June 20, 2018. Attachment Attachment 1 - Summary of Proposed Budget Changes, Transmittal Letter and Budget Schedules Attachment 2 - Fiscal Year 2018/19 Proposed Operating Budget Attachment 3 - Fiscal Year 2018/19 Proposed Capital Improvement Program Ward: Citywide Synopsis of Previous Council Actions: N/A 25.a Packet Pg. 996 Attachment: FN 2018-19 Proposed Budget.REPORT (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed Operating Budget and Capital 25.b Packet Pg. 997 Attachment: FN 2018-19 Proposed Budget - Attachment 1 Budget Summary (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed 25.b Packet Pg. 998 Attachment: FN 2018-19 Proposed Budget - Attachment 1 Budget Summary (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed 25.b Packet Pg. 999 Attachment: FN 2018-19 Proposed Budget - Attachment 1 Budget Summary (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed 25.b Packet Pg. 1000 Attachment: FN 2018-19 Proposed Budget - Attachment 1 Budget Summary (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed 25.b Packet Pg. 1001 Attachment: FN 2018-19 Proposed Budget - Attachment 1 Budget Summary (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed 25.b Packet Pg. 1002 Attachment: FN 2018-19 Proposed Budget - Attachment 1 Budget Summary (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed 25.b Packet Pg. 1003 Attachment: FN 2018-19 Proposed Budget - Attachment 1 Budget Summary (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed 25.b Packet Pg. 1004 Attachment: FN 2018-19 Proposed Budget - Attachment 1 Budget Summary (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed 25.b Packet Pg. 1005 Attachment: FN 2018-19 Proposed Budget - Attachment 1 Budget Summary (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed 25.b Packet Pg. 1006 Attachment: FN 2018-19 Proposed Budget - Attachment 1 Budget Summary (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed 25.b Packet Pg. 1007 Attachment: FN 2018-19 Proposed Budget - Attachment 1 Budget Summary (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed 25.b Packet Pg. 1008 Attachment: FN 2018-19 Proposed Budget - Attachment 1 Budget Summary (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed 25.b Packet Pg. 1009 Attachment: FN 2018-19 Proposed Budget - Attachment 1 Budget Summary (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed 25.b Packet Pg. 1010 Attachment: FN 2018-19 Proposed Budget - Attachment 1 Budget Summary (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed 25.b Packet Pg. 1011 Attachment: FN 2018-19 Proposed Budget - Attachment 1 Budget Summary (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed 25.b Packet Pg. 1012 Attachment: FN 2018-19 Proposed Budget - Attachment 1 Budget Summary (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed 25.b Packet Pg. 1013 Attachment: FN 2018-19 Proposed Budget - Attachment 1 Budget Summary (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed 25.b Packet Pg. 1014 Attachment: FN 2018-19 Proposed Budget - Attachment 1 Budget Summary (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed 25.b Packet Pg. 1015 Attachment: FN 2018-19 Proposed Budget - 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Attachment 3 CIP (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed Operating Budget 25.d Packet Pg. 1541 Attachment: FN 2018-19 Proposed Budget - Attachment 3 CIP (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed Operating Budget 25.d Packet Pg. 1542 Attachment: FN 2018-19 Proposed Budget - Attachment 3 CIP (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed Operating Budget 25.d Packet Pg. 1543 Attachment: FN 2018-19 Proposed Budget - Attachment 3 CIP (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed Operating Budget 25.d Packet Pg. 1544 Attachment: FN 2018-19 Proposed Budget - Attachment 3 CIP (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed Operating Budget 25.d Packet Pg. 1545 Attachment: FN 2018-19 Proposed Budget - Attachment 3 CIP (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed Operating Budget 25.d Packet Pg. 1546 Attachment: FN 2018-19 Proposed Budget - Attachment 3 CIP (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed Operating Budget 25.d Packet Pg. 1547 Attachment: FN 2018-19 Proposed Budget - 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Attachment 3 CIP (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed Operating Budget 25.d Packet Pg. 1555 Attachment: FN 2018-19 Proposed Budget - Attachment 3 CIP (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed Operating Budget 25.d Packet Pg. 1556 Attachment: FN 2018-19 Proposed Budget - Attachment 3 CIP (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed Operating Budget 25.d Packet Pg. 1557 Attachment: FN 2018-19 Proposed Budget - Attachment 3 CIP (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed Operating Budget 25.d Packet Pg. 1558 Attachment: FN 2018-19 Proposed Budget - Attachment 3 CIP (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed Operating Budget 25.d Packet Pg. 1559 Attachment: FN 2018-19 Proposed Budget - Attachment 3 CIP (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed Operating Budget 25.d Packet Pg. 1560 Attachment: FN 2018-19 Proposed Budget - Attachment 3 CIP (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed Operating Budget 25.d Packet Pg. 1561 Attachment: FN 2018-19 Proposed Budget - Attachment 3 CIP (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed Operating Budget 25.d Packet Pg. 1562 Attachment: FN 2018-19 Proposed Budget - Attachment 3 CIP (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed Operating Budget 25.d Packet Pg. 1563 Attachment: FN 2018-19 Proposed Budget - Attachment 3 CIP (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed Operating Budget 25.d Packet Pg. 1564 Attachment: FN 2018-19 Proposed Budget - Attachment 3 CIP (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed Operating Budget 25.d Packet Pg. 1565 Attachment: FN 2018-19 Proposed Budget - Attachment 3 CIP (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed Operating Budget 25.d Packet Pg. 1566 Attachment: FN 2018-19 Proposed Budget - Attachment 3 CIP (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed Operating Budget 25.d Packet Pg. 1567 Attachment: FN 2018-19 Proposed Budget - Attachment 3 CIP (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed Operating Budget 25.d Packet Pg. 1568 Attachment: FN 2018-19 Proposed Budget - Attachment 3 CIP (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed Operating Budget 25.d Packet Pg. 1569 Attachment: FN 2018-19 Proposed Budget - Attachment 3 CIP (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed Operating Budget 25.d Packet Pg. 1570 Attachment: FN 2018-19 Proposed Budget - Attachment 3 CIP (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed Operating Budget 25.d Packet Pg. 1571 Attachment: FN 2018-19 Proposed Budget - Attachment 3 CIP (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed Operating Budget 25.d Packet Pg. 1572 Attachment: FN 2018-19 Proposed Budget - Attachment 3 CIP (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed Operating Budget 25.d Packet Pg. 1573 Attachment: FN 2018-19 Proposed Budget - Attachment 3 CIP (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed Operating Budget 25.d Packet Pg. 1574 Attachment: FN 2018-19 Proposed Budget - Attachment 3 CIP (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed Operating Budget 25.d Packet Pg. 1575 Attachment: FN 2018-19 Proposed Budget - 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Attachment 3 CIP (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed Operating Budget 25.d Packet Pg. 1597 Attachment: FN 2018-19 Proposed Budget - Attachment 3 CIP (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed Operating Budget 25.d Packet Pg. 1598 Attachment: FN 2018-19 Proposed Budget - Attachment 3 CIP (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed Operating Budget 25.d Packet Pg. 1599 Attachment: FN 2018-19 Proposed Budget - Attachment 3 CIP (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed Operating Budget 25.d Packet Pg. 1600 Attachment: FN 2018-19 Proposed Budget - Attachment 3 CIP (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed Operating Budget 25.d Packet Pg. 1601 Attachment: FN 2018-19 Proposed Budget - Attachment 3 CIP (5571 : Public Hearing for the Fiscal Year 2018/19 Proposed Operating Budget Quasi-Judicial Hearing City of San Bernardino Request for Council Action Date: June 6, 2018 To: Honorable Mayor and City Council Members From: Andrea M. Miller, City Manager By: Jolena Grider, Chief Assistant City Attorney Subject: Continue Public Hearing - Appeal of Pepe’s Towing Recommendation By mutual agreement of the parties, continue to June 20, 2018. Background At the Mayor and City Council meeting on May 16, 2018, the motion was approved to continue the hearing to June 6, 2018. At the May 16th meeting, an attorney for the current tow carriers on the rotation list spoke and asked that the hearing be continued to June 20, 2018. Because that is the appellant’s decision, the attorney for Pepe’s towing was contacted and agreed to continue the matter until June 20, 2018. Discussion Pepe’s Towing filed an appeal to the Mayor and City Council under San Bernardino Municipal Code Section 2.64.050 on November 10, 2017 and filed an amended appeal on November 27, 2017. As this matter has been continued for over six months now, it is expected that the hearing will take place on June 20, 2018 and not be continued any longer. Fiscal Impact None. Conclusion It is recommended that the Mayor and City Council continue the Public Hearing to June 20, 2018. Attachments None. 26.a Packet Pg. 1602 Attachment: Attorney.Appeal of Pepes Tow.report cont item to 6-20-18 (5572 : Continue Public Hearing - Appeal of Pepe’s Towing)