HomeMy WebLinkAbout8766RESOLUTION NO. 8766
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDLANDS, CALIFORNIA,
APPROVING, AUTHORIZING, AND DIRECTING SAN BERNARDINO COUNCIL OF
GOVERNMENTS / SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY
EXECUTION OF THE JOINT EXERCISE OF POWERS AGREEMENT RELATING TO
MEMBERSHIP IN THE SAN BERNARDINO REGIONAL HOUSING TRUST
WHEREAS, The San Bernardino Regional Housing Trust (SBRHT) will be formed upon the
approval of at least three qualified members as a joint powers authority between Member Agencies
throughout the San Bernardino Council of Governments region (region); and
WHEREAS, SBRHT was created for the purpose of funding housing specifically assisting
persons and families of extremely low-, very low-, low- and moderate -income within the region;
and
WHEREAS, the City of Redlands is committed to increasing the supply of affordable housing
and addressing the housing needs of residents across all income levels.
WHEREAS, the City of Redlands determined that there are limited financial resources for
affordable housing development and that additional local financing will increase the
competitiveness of individual projects for the State and Federal resources; and
WHEREAS, SBRHT provides an opportunity to raise and pool funds to support the development
of affordable and workforce housing including the development of financing, preservation and
rehabilitation of such housing.
WHEREAS, the City of Redlands find it in their mutual economic interest to address the housing
needs of their residents on a regional level; and
WHEREAS, the City of Redlands determined that it is in the public interest and for the public
benefit that the City of Redlands become a member of the SBRHT to further facilitate the
development of affordable housing in the City of Redlands and throughout the region, including
the financing of projects therefore by the SBRHT; and
WHEREAS, the City of Redlands will be joining other jurisdictions that are members of the
SBRHT in efforts to increase State and Federal resources for affordable housing directed to
SBRHT; and
WHEREAS, the Agreement has been filed with the City of Redlands, and the members of the city
of Redlands City Council, with the assistance of its staff, have reviewed said document; and
WHEREAS, the SBRHT is authorized to issue grants and loans to developers for the purpose,
among others, of financing and refinancing the construction, acquisition, and rehabilitation of
affordable housing; and
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WHEREAS, the City anticipates there will be affordable housing projects in need of financing
located in the City of Redlands.
WHEREAS, the SBRHT shall be legally independent from City of Redlands and its debts,
liabilities, and obligations shall not constitute those of the City unless expressly agreed to by both
parties; and
WHEREAS, local land use authority remains fully vested in City of Redlands, and nothing in the
Joint Exercise of Powers Agreement shall be construed to transfer, limit, or otherwise affect the
City's sovereign authority over land use decisions; and
WHEREAS, the City Council finds it to be in the best interest of the City of Redlands and its
residents to join the SBRHT and support regional housing solutions.
NOW, THEREFORE, THE [MEMBER AGENCYAPPROVING BODY] OF THE CITY OF
REDLANDS, CALIFORNIA, DOES HEREBY RESOLVE AS FOLLOWS:
Section 1. The foregoing recitals are true and correct.
Section 2. The City of Redlands City Council hereby authorizes the city of Redlands
membership in the San Bernardino Regional Housing Trust (SBRHT).
Section 3. The City of Redlands City Council reviewed and approves of the Joint
Exercise of Powers Agreement substantially in the form attached (Exhibit A).
Section 4. The adoption of this Resolution shall not obligate the City of Redlands or
any department thereof to (i) provide any financing to acquire, construct or operate any Project or
any refinancing of any Project; (ii) approve any application or request for or take any other action
in connection with any planning approval, permit or other action necessary for the acquisition,
improvement, rehabilitation or operation of any Project; (iii) require any contribution or advance
any funds whatsoever to the SBRHT other than membership fees for administrative costs; or (iv)
except as provided in this Resolution, take any further action with respect to the SBRHT or its
membership therein.
Section 5. The City of Redlands City Council, the City Clerk and all other proper
officers and officials of the [City of Redlands are hereby authorized and directed to execute the
Joint Exercise of Powers Agreement and to perform such other acts and deeds, as may be necessary
or convenient to affect the purposes of this Resolution and the transactions herein authorized.
Section 6. The City Clerk shall forward a certified copy of this Resolution and an
originally executed Agreement to the SBRHT:
San Bernardino Regional Housing Trust
Attn: Monique Arellano
Director of the Council of Governments
1170 W 3rd St 2nd floor, San Bernardino, CA 92410
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PASSED, APPROVED, AND ADOPTED at a regular meeting of the City Council of the
city of Redlands, California, on this 7th of April, 2026.
ATTEST:
M - I �x"o • �_
Donaldson, City Clerk
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1, Jeanne Donaldson, City Clerk of the City of Redlands, hereby certify that the foregoing
resolution was duly adopted by the City Council at a regular meeting thereof held on the 7th day
of April, 2026, by the following vote:
AYES; Councilmembers Barich, Tejeda, Davis, Shaw; Mayor Saucedo
NOES: None
ABSENT: None
ABSTAIN: None
Jc6We Donaldson, City Clerk
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Joint Exercise of Powers Agreement
SAN BERNARDINO REGIONAL HOUSING TRUST
THIS JOINT EXERCISE OF POWERS AGREEMENT ("Agreement') is made this 7th day of
April, 2026 ("Effective Date") pursuant to Government Code § 6500 et seq., including but not
limited to Government Code 6539.1, and other pertinent provisions of law, by and between San
Bernardino County (the "County') and those cities within San Bernardino County who become
signatories to this Agreement ("Cities"), and relates to the joint exercise of powers among the
signatories hereto, each of which is hereafter referred to as "Member Agency" and collectively
referred to as "Member Agencies" or "Members".
RECITALS
A. The Member Agencies have determined that a shortage of affordable housing exists as
a result of various causes and wish to provide additional housing opportunities in a
coordinated and comprehensive manner. The Member Agencies acknowledge that an
adequate supply of housing will provide social and economic benefits to residents and
taxpayers of each Member Agency.
B. Each Member Agency has the individual power to plan, acquire, manage, regulate,
operate, finance and control the development, construction and operations of housing
programs generated within its jurisdictional boundaries, as well as to create and issue
development agreements for such activities. Nothing contained in this Agreement shall
preclude any Member Agency from establishing, maintaining or providing programs or
services to its respective residents as it deems proper or necessary.
C. The Member Agencies find it in their mutual economic interest to address housing needs
of their residents on a regional level.
D. The Member Agencies desire to act in the public interest to lessen the burden on
government by reducing the need for each Member Agency to act individually, and to
provide charitable support for housing within their geographic boundaries.
E. California Government Code § 6500 et seq. ("Joint Exercise of Powers Act' or "Act')
permits two or more public agencies to create joint powers authorities for the purposes
set forth herein, permits the agencies to exercise jointly any power that the public
agencies could exercise separately, and further grants certain additional powers to such
joint power authorities.
F. California Government Code § 6539.1 authorizes the creation of a regional housing trust
pursuant to the Joint Exercise of Powers Act, subject to certain requirements regarding
governing composition and annual financial and auditing requirements.
G. Local land -use decisions remain solely with each party. Nothing in this Agreement
deprives any party of its sovereign powers with respect to land use nor transfers such
powers to this joint powers authority.
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NOW, THEREFORE BE IT RESOLVED that the Member Agencies do hereby establish the
entity to be known as the San Bernardino Regional Housing Trust, or SBRHT, to generate
and/or maintain housing, disburse funding, and take other actions that will result in permanent
additions to the housing stock within SBRHT's jurisdictional boundaries, and do hereby agree as
follows:
1. Purpose.
1.1 The purpose of this Agreement is to establish an organization that shall be responsible for
the joint acquisition, management, operation, fundraising, planning, adoption, financing,
administration, review, monitoring, and reporting of certain housing activities in the region for
the benefit of those experiencing homelessness and extremely low-, very low-, low-, and
moderate -income households, as defined in Section 50093 of the Health and Safety Code.
By entering this joint powers authority Agreement, the Member Agencies seek to gain
economic benefits not realized when operating individually. Further, the establishment of
this joint powers authority provides for the economic viability and coordination of housing
program financing and facilities throughout SBRHT's jurisdictional boundaries.
1.2 SBRHT shall be an entity which is legally independent from the parties to this Agreement
and shall be responsible for the administration of this Agreement.
1.3 The assets, rights, debts, liabilities, and obligations of SBRHT shall not constitute assets,
rights, debts, liabilities, and obligations of any of the Member Agencies. However, nothing in
this Agreement shall prevent any of the Member Agencies from separately contracting for, or
assuming responsibility for, specific debts, liabilities, or obligations of SBRHT, provided that
the SBRHT Board of Directors ("Board") and the Member Agency approve, in writing signed
by each party, such contract or assumption.
2. Powers.
2.1 General Powers. SBRHT shall have all the powers common to the Member Agencies of this
agreement necessary or convenient, specified or implied, to accomplish the purpose of this
Agreement as set forth in Section 1 above. Said powers shall be exercised in the manner
provided in the Joint Exercise of Powers Act, including without limitation all powers set forth
in Government Code section 6539.1.
2.2 Specific Powers. Without limiting the generality of the powers conferred in subdivision 2.1 of
Section 2, SBRHT is authorized to act on any or all of the following matters, as each
Member Agency could act separately, and as it deems in the best interest of its Members, to
the extent permitted by any and all applicable laws, codes, ordinances, resolutions, and
regulations:
a. Facilitate and assist the Member Agencies and others in the housing sector to acquire,
construct, rehabilitate, finance, refinance, operate, regulate, and maintain housing
programs, projects, and facilities.
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b. Coordinate and collaborate with Member Agencies on funding solicitations and other
opportunities for the purposes set forth in this Agreement to minimize and avoid, where
possible, competition and redundancy in the pursuit of funding.
c. Facilitate the planning, study, and recommendation of proper and appropriate SBRHT
programs, activities, and management practices, including the research and study of
issues related to housing.
d. Educate the public, Member Agencies, and other agencies and entities on SBRHT
programs.
e. Provide for or enter into agreements to provide for administrative, financial, construction,
engineering, legal, audit, and any other professional services supporting any of the
SBRHT programs or activities.
f. Solicit, apply for, accept, and receive grants, donations, advances, and contributions.
g. Sue and be sued in its own name.
h. Incur and discharge debts, liabilities, and obligations which may include but shall not be
limited to being in the form of secured bonds, revenue bonds, or other forms of secured
or unsecured debt.
i. Issue bonds or notes and associated covenants, for designated purposes, subject to
state law.
j. Acquire or protect any necessary security or leasehold interests involved in loans,
bonds, notes, or other financing methods implemented to carry out the purpose of this
Agreement.
k. Acquire, hold, lease, improve, construct, rehabilitate, maintain, pledge, assign,
mortgage, operate, and dispose of real and personal property as may be necessary and
appropriate in connection with the creation, construction, financing, development, and
maintenance of certain workforce and affordable housing and the programmatic needs
of SBRHT.
I. Issue and receive loans.
m. Acquire such insurance protection as it deems necessary.
n. Adopt, as authorized by California law, resolutions and ordinances necessary to carry
out the purpose of this Agreement.
o. Establish advisory committees or subcommittees as necessary.
p. Form wholly -owned and controlled affiliate entities to accomplish any of its purposes.
q. Adopt bylaws and such other rules and procedures as may be deemed necessary.
r. Convey real and/or personal property interests and/or funds.
s. Any other acts necessary to carry out the above identified actions that each Member
Agency is empowered to take individually.
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2.3 SBRHT shall undertake, facilitate, and encourage the acquisition, creation, construction,
development, and maintenance of certain affordable housing programs, projects, and
facilities.
2.4 Limitation on Powers. This Agreement does not authorize SBRHT to do any of the following:
a. Regulate land use within the jurisdiction of any of the Member Agencies;
b. Levy, or advocate or incentivize the levying of, any land use exaction, such as an impact
fee, charge, dedication, reservation or tax assessment, as a condition of approving the
funding for or approval of, a development project;
c. Require inclusionary zoning requirements;
d. Fund or otherwise approve an agreement for a housing project that is not permitted by
the Member Agency within whose jurisdiction the project is proposed to be located; or
e. Require any Member Agency to accept or provide any specific number of housing units
as a prerequisite to joining or remaining a party to this Agreement.
3. Term and Termination
3.1 This Agreement shall be effective, and SBRHT shall come into existence, on the Effective
Date, which shall be the date upon which this Agreement has been approved by at least
three eligible Member Agencies.
3.2 This Agreement shall continue until terminated or dissolved pursuant to Section 3.3 of this
Agreement. However, in no event shall the Member Agencies terminate or dissolve SBRHT
if its termination or dissolution would conflict with or violate the terms or conditions of any
bonds, financial instruments, or related documentation by or on behalf of SBRHT, including,
without limitation, indentures, resolutions, and letter of credit agreements.
3.3 This Agreement may be terminated by consent of a majority of the Member Agencies, and
upon full and complete liquidation of all liabilities, including, but not limited to, any bonds,
consistent with Section 3.2. Upon such liabilities being paid, the assets of SBRHT shall be
distributed to the Member Agencies in proportion to the contributions of each Member
Agency to SBRHT and the amounts paid by each Member Agency in connection with
SBRHT's activities.
4. Governance
4.1 Members. The Member Agencies of SBRHT shall be the parties to this agreement who have
not withdrawn from SBRHT, and such other entities that may join SBRHT after execution of
this Agreement. New Members may join based on the terms and conditions set forth in
Section 11.
4.2 Affiliates. Entities that are eligible to be a party to this Agreement may join the SBRHT as an
affiliate. Entities that join as an affiliate are not eligible to have a member of their governing
board serve on the Board of Directors, as described in Section 4.3, or receive funding for a
project within their jurisdiction until such time, if ever, they become a Member of the SBRHT.
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An eligible entity may become an affiliate through written notice from the executive officer of
the entity, but shall not be a party to this Agreement.
4.3 Board of Directors; Composition. SBRHT is governed and administered by a Board of
Directors ("Board") that shall exercise all powers and authority on behalf of SBRHT. The
membership of the Board of SBRHT shall be governed by Government Code section
6539.1, and as it may be amended. As currently required at execution of this Agreement,
the SBRHT Board shall consist of at least five (5) Directors, as follows:
a. At least three (3) Directors shall be locally elected officials from their respective
Member Agency jurisdictions, and appointed by the respective Member Agency's
appointing body, and
b. Each Member Agency may appoint up to one (1) Director, and
c. At least two (2) Directors shall be experts in homeless or housing policy that are
not elected officials of any local agency. These Director positions shall be
selected by a majority vote of the elected membership of the Board prescribed in
Section 4.3(a) of this Agreement, and
d. A majority of Directors must be locally elected officials from their respective
Member Agency jurisdiction, and
e. Alternates for each Director position may be established by the Board of
Directors, provided that such alternates meet the requirements established in this
Agreement and under the bylaws adopted by the Board of Directors.
4.4 The Board may establish one or more advisory committees to advise the Board, pursuant to
the bylaws.
4.5 Director Terms. The Member Agencies shall select their respective Directors for the Board
no later than the Effective Date, or the effective date of the respective Member Agency
entering into this Agreement, as may be applicable. Each Director shall serve a term of two
years, but may be reappointed for successive two-year terms in accordance with this
Agreement. At least 15 days prior to the end of a Director's term, the respective Member
Agency must select a new Director or re -select the current Director for the new term of
office. There is no limit on the number of terms a Director may serve. In the event of a
vacancy on the Board in a Director position originally appointed by a Member Agency
pursuant to this Agreement in Section 4.3(b), that Member Agency shall appoint a
replacement in accordance with the criteria of Section 4.3(a) within 60 days of such vacancy
who shall serve out the remainder of the term of the Director that has been replaced. In the
event of a vacancy on the Board in a Director position appointed pursuant to this Agreement
in Section 4.3(c), the SBRHT Board shall appoint a replacement in accordance with the
criteria of Section 4.3(c) within 60 days of such vacancy who shall serve out the remainder
of the term of the Director that has been replaced.
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4.6 Officers. The Board of Directors shall elect a chairperson and a vice chairperson from
among its Directors consistent with Section 8.6.
4.7 Compensation. Directors shall serve on the Board without compensation. Directors may be
reimbursed for actual expenses that are approved in accordance with applicable provisions
of this Agreement and SBRHT bylaws before they are incurred.
5. Budgets and Financing.
5.1 The Fiscal Year of SBRHT shall, unless and until changed by the Board of Directors,
commence on the 1st day of July of each year and shall end on the 30th day of June of the
next succeeding year except that the initial Fiscal Year of SBRHT shall commence on the
effective date of this Agreement and conclude on the next June 30th.
5.2 The Board shall annually adopt an operating budget for SBRHT setting forth anticipated
expenses, funding sources and proposed service levels necessary to carry out the purposes
of this Agreement. The payment of all SBRHT obligations is limited to the amount of
appropriations allowed in SBRHT's approved budget, except as it may be revised with the
approval of a majority of the Board of Directors. The budget for SBRHT shall distinguish
between administrative costs (i.e., the cost of operating SBRHT) and program costs (i.e., the
financing of the programs funded or sponsored by SBRHT).
5.3 The particular Program and Program budget funded, sponsored, or operated by SBRHT, as
well as the level of, and mechanisms for, the involvement of SBRHT and each Member
Agency, in such Program and Program budget, shall be determined and approved by the
Board. A Member Agency's individual contribution, involvement, and role in any particular
Program or the Program budget shall be as may be mutually agreed between the Member
Agency and SBRHT. By way of example only, said contributions, involvement, or role may
include cash contributions, provision of services or staffing, use or transfer of title to real or
personal property, pledges, guarantees, or whatever other instruments or involvement the
Member Agency and SBRHT may agree to. Contributions of all kinds to the Program budget
from private persons or entities and not -for -profit entities, whether their interests are
represented by any Directors, are encouraged, so long as they do not cause a violation of
any applicable conflicts of interest statutes, rules, or regulations.
6. Financial Management.
6.1 Pursuant to Government Code sections 6505.5 and 6505.6, the Board shall appoint an
officer of SBRHT to hold the offices of treasurer and auditor of SBRHT. This officer can be
either the treasurer of a Member Agency to this Agreement or a certified public accountant.
Such person or persons shall possess the powers of and shall perform the treasurer and
auditor functions for SBRHT required by sections 6505, 6505.5 and 6505.6 of the
Government Code, including any amendments thereto. Pursuant to Government Code
section 6505.1, the auditor and treasurer shall have charge of certain property of SBRHT.
The treasurer and auditor shall ensure that there shall be strict accountability of all funds
and reporting of all receipts and disbursements of SBRHT. The treasurer and auditor of
SBRHT shall be required to file an official bond as required by Government Code section
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6505.1 with the Board of Directors in an amount which shall be established by the Board.
Should the existing bond or bonds of any such officer be extended to cover the obligations
provided herein, said bond shall be the official bond required herein. The premiums on any
such bonds attributable to the coverage required herein shall be an appropriate expense of
SBRHT.
6.2 SBRHT shall publish an Annual Financial Report that shall describe the funds received by
SBRHT and the use of such funds by SBRHT. The Annual Financial Report shall describe
how the funds received by SBRHT have furthered the purpose of SBRHT.
7. Additional Officers and Staffing.
7.1 It is understood that SBRHT will require the support of administrative staff. When deemed
necessary, the Board may contract for officers and staff with a Member Agency, the San
Bernardino Council of Governments, or other independent contractors, agents, or volunteers
as the Board may deem necessary to carry out any of SBRHT's powers, upon such terms
and conditions as the Board may require, including the retaining of professional and
technical assistance, provided that adequate funds are available in SBRHT's budget and are
appropriated by SBRHT therefore.
7.2 None of the officers, agents, or staff, if any, directly contracted by SBRHT shall be deemed,
by reason of their roles or duties or contracted status, to be employed by any Member
Agency.
7.3 The officer or staff may be delegated authority as deemed necessary or appropriate by the
Board.
7.4 The officer or staff shall be responsible for the day-to-day administration of SBRHT under
the direction of the Board. The officer or staff shall have the authority to employ or use
administrative staff consistent with the goals, needs, and approved budget of SBRHT.
7.5 If SBRHT contracts with a Member Agency to provide SBRHT with administrative services
through persons who are employees and/or officers of the Member Agency, then any
retirement liabilities associated with that Member Agency's employees and/or officers shall
not constitute a liability of SBRHT or any other Member Agency. This shall not preclude a
Member Agency providing administrative services to SBRHT pursuant to a contract with
SBRHT from accounting for such salary and benefit costs when negotiating the rates that
the Member will charge SBRHT for providing such services.
7.6 All privileges and immunities from liability, exemptions from laws, ordinances and rules, and
benefits that apply to officers, agents, or employees of a Member Agency shall apply to the
same extent when performing duties for SBRHT.
8. Meetings.
8.1 The Board shall schedule at least two (2) regular meetings each Fiscal Year.
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8.2 Special meetings of the Board may be called by the Chairperson of the Board and otherwise
in accordance with provisions of California Government Code §54956 and any applicable
SBRHT bylaws.
8.3 All meetings of the Board shall be held subject to the provisions of California Government
Code §54950 et seq. (the "Brown Act") and other applicable laws of the State of California.
8.4 A quorum is established if at least a majority of Directors are present at a meeting, except
that less than a quorum may adjourn a meeting to another time and place. Unless otherwise
provided in this Agreement or law, actions and decisions of the Board of Directors may be
taken by a majority of the quorum present at any meeting.
8.5 The Board of Directors shall cause minutes of all regular, adjourned regular, and special
meetings to be kept as record of all meetings.
8.6 The Board of Directors shall elect a chairperson and a vice chairperson from among its
Directors at the first meeting held in each calendar year. In the event that the chairperson or
vice chairperson so elected ceases to be a Director, the resulting vacancy shall be filled at
the next regular meeting of the Board of Directors held after such vacancy occurs or at a
special meeting called for that purpose. In the absence or inability of the chairperson to act,
the vice chairperson shall act as chairperson. The chairperson, or in the chairperson's
absence, the vice chairperson, shall preside at and conduct all Board of Director meetings.
8.7 The Board of Directors may adopt, from time to time, by resolution, such rules, regulations
and bylaws for the conduct of its meetings and affairs as the Board determines is necessary
or convenient.
9. Bylaws.
9.1 The Board shall adopt bylaws for the conduct of its affairs, provided that they are consistent
with this Agreement and are appropriate in order to carry out SBRHT's purpose.
9.2 The Board may, from time to time, amend its bylaws.
10. Fees.
10.1 Member Agencies shall make annual contributions ("Administrative Fee") towards the
budgeted administrative costs of SBRHT in accordance with a cost allocation as determined
annually by the Board of Directors. Payment shall be due within 30 days of receipt of an
invoice from SBRHT.
11. New Members.
11.1 New Member Agencies may be added to SBRHT by a majority vote of the Directors
present at the meeting. Membership is effective immediately upon execution of this
Agreement by the new Member Agency.
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12. Withdrawal.
12.1 It is fully anticipated that each Member Agency shall participate in SBRHT until the
purposes set forth in this Agreement are accomplished. A Member Agency may withdraw
from SBRHT upon its governing board's adoption of a resolution stating its intent to
withdraw from SBRHT. The withdrawal of any Member Agency shall be conditioned as
follows:
a. The withdrawal shall be effective at the end of the SBRHT fiscal year which is at least.six
months after the receipt by SBRHT of a written notice of the Member Agency's intent to
withdraw, accompanied by a copy of the governing board resolution stating the intent to
withdraw; and
b. Unless otherwise provided by a unanimous vote of the SBRHT Board, withdrawal shall
result in the forfeiture of that Member Agency's rights and claims relating to distribution
of property and funds upon termination of SBRHT. Withdrawn Members shall not be
entitled to any reimbursement of Member Agency contributions.
13. Amendments.
13.1 Except as provided in Sections 11 and 12, subject to all legal obligations of SBRHT, this
Agreement may be amended by a writing executed by all of the Member Agencies of
SBRHT.
14. Notices.
14.1 All notices to the Member Agencies shall be deemed to have been given to the Member
Agencies either (1) three days after mailing when mailed, postage prepaid by United States
mail, return receipt requested, or (2) upon delivery when hand delivered to the Member
Agency's City or County Clerk during usual business hours at the principal office.
14.2 All notices to SBRHT shall be sufficiently given if made in writing and delivered either
personally or by registered or certified mail, postage prepaid, to the executive officer of
SBRHT at the following address, or to such other address as may be designated to SBRHT
for formal notice:
1170 W. Third Street
2nd Floor
San Bernardino, CA 92410
15. Assignments; Other Agreements.
15.1 This Agreement shall be binding upon and shall inure to the benefit of the successors of
any Member Agency. No Member Agency may assign any right or obligation hereunder
without the written consent of all other Member Agencies. Participation in SBRHT is not
intended to preclude Member Agencies from entering into similar agreements with other
jurisdictions.
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16. Severability.
16.1 Should any part, term, portion or provision of this Agreement, or the application thereof
to any person or circumstance, be held to be illegal or in conflict with any law of the State of
California, or otherwise be rendered unenforceable or ineffectual, it shall be deemed
severable, and the remainder of this Agreement or the application thereof to other persons
or circumstances shall continue to constitute the agreement the Member Agencies intended
to enter into in the first instance.
17. Headings.
17.1 All section headings contained in this Agreement are for convenience and reference
only. They are not intended to define or limit the scope of any provision of this Agreement.
18. Non -Liability for Obligations of SBRHT.
18.1 The debts, liabilities, and obligations of SBRHT shall not be considered the debts,
liabilities, or obligations of any Member Agency or its respective officers, agents, employees,
representatives, or volunteers.
a. Assignment. Each Member Agency shall assign to the SBRHT its rights, title, and
interest to recover damages from any third party for Claims (as defined in section d
below) arising out of this Agreement, to the extent that the SBRHT has met its
obligations to defend and indemnify such Member Agency pursuant to this Section.
b. Survival. SBRHT's duty to defend, indemnify, and hold harmless Member Agencies shall
survive and continue in full force and effect after withdrawal of any Member from this
Agreement, including as to the withdrawing Member Agency, or termination of this
Agreement for any reason with respect to any Claims, as defined in 18.1.d., that
occurred before the date of such withdrawal or termination.
c. Pursuant to the provisions of California Government Code Section 895 et seq., each
Member Agency that is party to this Agreement shall be liable for its own negligent or
wrongful acts or omissions and those of its officers, employees, and agents.
d. Indemnification. The SBRHT shall defend, indemnify and hold harmless each Member
Agency, its officers, agents, employees, representatives and volunteers (the
"Indemnitees") from and against any loss, injury, claim, lawsuit, liability, expense, or
damages of any kind or nature (collectively, "Claims") brought by a third party which
arises out of or in connection with SBRHT's acts and omissions related to its purposes
set forth in this Agreement, including such third party claims arising out of or in
connection with any Indemnitees acting within their authorized capacity as an officer,
agent, employee, representative or volunteer of SBRHT. The SBRHT's duty to defend
and indemnify under this section shall not extend to Claims otherwise arising out of the
Indemnitees' own active negligence, omissions or willful misconduct, whether in whole or
part.
e. Liability Financing. The SBRHT shall finance its obligation pursuant to this Subsection by
establishing a liability reserve fund, and/or by purchasing commercial insurance, and/or
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by joining a joint powers insurance authority (JPIA), as determined by the Board. In the
event SBRHT's financial obligations to indemnify, defend, and hold harmless pursuant to
this Subsection exceed the liability reserve fund and/or the proceeds from any applicable
insurance and/or JPIA coverage maintained by the SBRHT (hereinafter "Unfunded
Liability"), the Member Agencies may provide for contribution or indemnification by any
or all of the Member Agencies that are parties to the agreement upon any liability arising
out of the performance of the agreement, and/or a Member Agency or Member Agencies
may meet and confer with SBRHT in good faith to negotiate alternative means or
mechanisms by which SBRHT may fund such Unfunded Liability; however, in no event
shall the event of an Unfunded Liability relieve, limit, or waive SBRHT's obligations of
indemnity or defense to each Member Agency as first set forth above in this Section.
Nothing herein shall obligate any Member Agency to indemnify or hold harmless SBRHT
for an Unfunded Liability.
19. Laws Governing.
19.1 This Agreement is made in the State of California under the Constitution and laws of
such State and shall be construed and enforced in accordance with the laws of California.
20. Confirmation of Jurisdictional Authority.
20.1 By signing this Agreement, the Member Agencies retain all jurisdictional authority
granted to them by the State and/or their respective Charters. The powers and/or authority
granted to SBRHT pursuant to this Agreement shall in no way serve to limit or restrict an
individual Member Agency's jurisdictional authority.
IN WITNESS WHEREOF, the parties hereto by their duly authorized representative, have
affixed their signatures on this Agreement, effective as of the date first stated above.
MEMBER AGENCY: CITY OF REDLANDS
By:
Charles M. Duggan, Jr., City Manager
Attest: a pou�-�
61
Jeanne Donaldson, City Clerk
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