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HomeMy WebLinkAboutAgenda - Agenda Packets - Regular Meeting 2/19/2019 AGENDA CITY COUNCIL - REGULAR MEETING TUESDAY, FEBRUARY 19, 2019 5:30 PM CLOSED SESSION 6:30 PM OPEN SESSION COMMUNITY CENTER 625 S. PICO AVENUE SAN JACINTO, CA 92583 951-487-7339 City of San Jacinto Page 1 Updated 2/14/2019 8:10 AM RUSS UTZ, MAYOR ANDREW KOTYUK, MAYOR PRO TEM ALONSO LEDEZMA, COUNCILMEMBER JOEL LOPEZ, COUNCILMEMBER CRYSTAL RUIZ, COUNCILMEMBER 1. ORGANIZATION 1.1. Public Comments on Closed Session Items 1.2. Closed Session: 1.2.1. CONFERENCE WITH REAL PROPERTY NEGOTIATORS: Pursuant to Government Code section 54956.8, Property: APN 432-280-009, Agency Negotiators: Robert A. Johnson, City Manager, and Michael J. Maurer, City Attorney, Negotiating Parties: Marianne Millard, Under Negotiation: Price and Terms 1.2.2. CONFERENCE WITH REAL PROPERTY NEGOTIATORS: Pursuant to Government Code section 54956.8 Property: APN 432-260-012 Agency Negotiators: Robert A. Johnson, City Manager, and Michael J. Maurer, City Attorney Negotiating Parties: The Metropolitan Water District of Southern California, Under Negotiation: Price 1.2.3. CONFERENCE WITH REAL PROPERTY NEGOTIATORS: Pursuant to Government Code section 54956.8, Property: APN 432-260-019 Agency Negotiators: Robert A. Johnson, City Manager, and Michael J. Maurer, City Attorney, Negotiating Parties: Kachina Ranch, LLC, Under Negotiation: Price 1.2.4. CONFERENCE WITH REAL PROPERTY NEGOTIATORS: Pursuant to Government Code section 54956.8, Property: APN 432-280-010, 432-280-012, 432-280-023, Agency Negotiators: Robert A. Johnson, City Manager, and Michael J. Maurer, City Attorney, Negotiating Parties: Kachina Ranch, LLC, Under Negotiation: Price City of San Jacinto Page 2 Updated 2/14/2019 8:10 AM 1.2.5. CONFERENCE WITH REAL PROPERTY NEGOTIATORS: Pursuant to Government Code section 54956.8, Property: APN 432-280-021, 432-280-028, Agency Negotiators: Robert A. Johnson, City Manager, and Michael J. Maurer, City Attorney, Negotiating Parties: Esplanade Commons, LLC, Under Negotiation: Price 1.2.6. CONFERENCE WITH REAL PROPERTY NEGOTIATORS: Pursuant to Government Code section 54956.8, Property: APN 432-260-010, 432-260-011, Agency Negotiators: Robert A. Johnson, City Manager, and Michael J. Maurer, City Attorney, Negotiating Parties: Gilbert P. Chacon and Mario A. Chacon, Under Negotiation: Price 1.3. Closed Session Report 1.4. Roll Call 1.5. Invocation - Joel Ortiz, San Jacinto American Legion Post 848 1.6. Pledge of Allegiance - Girl Scouts of San Jacinto Troop 95 1.7. Mayor / Council Member Reports / Discussions 1.8. Late Items 2. PUBLIC COMMENTS 3. JOINT CONSENT CALENDARS 3.A. Consent Calendar - City Council 3.A.1. Waiver of Full Reading of Ordinance(s), and Reading by Title Only 3.A.2. Minutes of the Regular City Council Meeting of February 5, 2019 RECOMMENDATION: Staff recommends that City Council approves the City Council regular meeting minutes of February 5, 2019 Department: City Clerk 3.A.3. Warrants and Disbursements – January 2019 RECOMMENDATION: Staff recommends that the City Council review and approve Warrants and Disbursements for the period of January 1 - 31, 2019 in the amount of $2,101,583.95. Department: Finance 3.A.4. Independent Accountants’ Report on Agreed-Upon Procedures Applied to Appropriations Limit Worksheets for the Year Ended June 30, 2018 City of San Jacinto Page 3 Updated 2/14/2019 8:10 AM RECOMMENDATION: Staff recommends that the City Council receive and file the Independent Accountants’ Report on Agreed-Upon Procedures Applied to Appropriations Limit Worksheets for the year ended June 30, 2018. Department: Finance 3.B. Consent Calendar - Successor Agency to the Redevelopment Agency of the City of San Jacinto 4. PUBLIC HEARING 4.1. Development Agreement No. 18-1 to extend Conditional Use Permit 1-08 (CUP 1- 08) for five (5) years. RECOMMENDATION: Staff recommends that the City Council: 1. DETERMINE that the project was adequately analyzed in an earlier adopted mitigated negative declaration for the Conditional Use Permit. Moreover, a subsequent mitigated negative declaration is not required, because there are no changed circumstances pursuant to Section 15162. 2. INTRODUCE Ordinance No. 19-06 for first reading, approving Development Agreement No. 18-1 based upon the Planning Commission’s recommendation. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SAN JACINTO, CALIFORNIA APPROVING A DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF SAN JACINTO AND SRC, LP AND SJSA INVESTMENTS, LLC. 3. AUTHORIZE the City Manager to execute a Development Agreement in substantially the form attached hereto, subject to review by the City Attorney. Department: Community Development 4.2. Development Agreement 18-2 to extend Tentative Tract Map 33716 for a term of five-years. RECOMMENDATION: Staff recommends that the City Council: 1. DETERMINE that the project was adequately analyzed in an earlier adopted mitigated negative declaration for the Conditional Use Permit. Moreover, a subsequent mitigated negative declaration is not required, because there are no changed circumstances pursuant to Section 15162. 2. INTRODUCE Ordinance No. 19-07 for first reading, approving Development Agreement No. 18-2 based upon the Planning Commission’s recommendation. City of San Jacinto Page 4 Updated 2/14/2019 8:10 AM AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SAN JACINTO, CALIFORNIA APPROVING A DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF SAN JACINTO AND MOUNTAIN STATES DEVELOPMENT, LLC. 3. AUTHORIZE the City Manager to execute a Development Agreement in substantially the form attached hereto, subject to review by the City Attorney. Department: Community Development 5. DISCUSSION ITEMS 5.1. Amendment of the Conflict of Interest Code Pursuant to the Political Reform Act of 1974 RECOMMENDATION: It is recommended that the City Council adopt Resolution No. 3748 approving and adopting the amended Conflict of Interest Code pursuant to the Political Reform Act of 1974. Department: City Clerk 5.2. Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, 2018 RECOMMENDATION: Staff recommends that the City Council receive and file the Annual Financial Report of the City of San Jacinto for the fiscal year ended June 30, 2018, as well as the “SAS 114” Report and the “GAS” Report. Department: Finance 5.3. Planning Commission Ad Hoc Committee Recommendation RECOMMENDATION: Staff recommends that the City Council appoint one of the candidates that were interviewed on February 12, 2019 by the Planning Commission Ad Hoc Committee to fill the unexpired term of Jerry Mossbarger that will expire on January 31, 2022. Department: City Clerk 6. CITY MANAGER UPDATE 7. FUTURE REQUESTS FROM CITY COUNCIL TO STAFF 8. ADJOURNMENT DOCUMENTS RELATED TO OPEN SESSION AGENDAS (SB343) - Any public record, relating to an open session agenda item, that is distributed within 72 hours prior to the meeting is available for public inspection at the public counter located in the Administration Building of City Hall, 595 S. San Jacinto Avenue, San Jacinto, CA 92583. City of San Jacinto Page 5 Updated 2/14/2019 8:10 AM I, Angela Walton, City Clerk of the City of San Jacinto, do hereby certify that I caused to be posted the foregoing agenda this 14th day of February 2019 as requested by law. Angela Walton, City Clerk February 19, 2019 TO: City Council REQUESTED BY: Angela Walton, City Clerk APPROVED BY: Robert A. Johnson, City Manager SUBJECT: Minutes RECOMMENDATION: Staff recommends that City Council approves the City Council regular meeting minutes of February 5, 2019 ATTACHMENTS: 2-5-19 Regular Meeting Minutes 3.A.2 Packet Pg. 6 ACTION MINUTES CITY COUNCIL – REGULAR MEETING TUESDAY, FEBRUARY 5, 2019 6:30 PM OPEN SESSION SAN JACINTO COMMUNITY CENTER 625 S. PICO AVE SAN JACINTO, CA 92583 951-487-7339 1. ORGANIZATION Mayor Russ Utz called the meeting to order at 6:30 pm. 1.1 Roll Call Deputy City Clerk Lori Matley conducted the roll call: Present: Utz, Kotyuk, Ledezma, Lopez, Ruiz Absent: None 1.2 Invocation Pastor Rick Patterson of Crossroads Baptist Church gave the invocation. 1.3 Pledge of Allegiance The Pledge of Allegiance was led by San Jacinto Police Explorers. 1.4 Special Presentations Mayor Utz presented outgoing Planning Commissioner Jerry Mossbarger with a plaque to thank him for his years of service on the Planning Commission. Paula Adey and Lenore Dejesus from Care-A-Van Transit presented the services Care-A-Van offers senior citizens. 1.5 Mayor/Council Member Reports / Discussions Councilmembers provided their reports. 1.6 Late Items RUSS UTZ, MAYOR ANDREW KOTYUK, MAYOR PRO TEM ALONSO LEDEZMA, COUNCILMEMBER JOEL LOPEZ, COUNCILMEMBER CRYSTAL RUIZ, COUNCILMEMBER 3.A.2.a Packet Pg. 7 Attachment: 2-5-19 Regular Meeting Minutes (Minutes) There were no late items. 2. PUBLIC COMMENTS Public Speakers:  Rudy Lara 3. JOINT CONSENT CALENDARS City Council Consent Calendar Item 3.A and Successor Agency Item 3.B Consent Calendars were heard concurrently. 3.A Consent Calendar – City Council 3.A.1. Waiver of Full Reading of Ordinance(s), and Reading b y Title Onl y 3.A.2. Minutes of the Regular City Council Meeting held on January 22, 2019 / City Clerk 3.A.3. Treasurer’s report at December 31, 2018 / City Treasurer 3.A.4. Sanderson Avenue Safety Improvements / City Engineer 3.A.5 2nd Reading, Urgency Ord 19-01 / Community Development Director 3.A.6. 2nd Reading, Ord 19-02 / Community Development Director 3.A.7. 2nd Reading, Ord 19-03 / Community Development Director 3.A.8. 2nd Reading, Ord 19-04 / Community Development Director 3.B Consent Calendar – Successor Agency to the Redevelopment Agency of the City of San Jacinto M/S/C (Ruiz/Ledezma) moved to approve the Consent Calendar. Motion carried 5/0. Ayes: Utz, Kotyuk, Ledezma, Lopez, Ruiz Nays: None Absent: None Abstain: Utz, Item 3.A.2, Kotyuk, Item 3.A.2 4. DISCUSSION ITEMS None 5. CITY MANAGER UPDATE 3.A.2.a Packet Pg. 8 Attachment: 2-5-19 Regular Meeting Minutes (Minutes) City Manager Johnson gave a presentation on the updates:  Community Development Overview  Planning Division  Business Development  Building and Safety Division  Code Enforcement  Department of Water, Power and Public Works  Finance Department  Special Districts  Economic Development  New San Jacinto Police Department K9 Waylen  Update on Future Requests to staff completion 6. FUTURE REQUETS FROM CITY COUNCIL TO STAFF  Mayor Pro Tem Kotyuk requests to bring back updates on Cannabis and to review City’s Cannabis Ordinances and Development Codes by April.  Mayor Utz requests a goal setting session. 7. ADJOURNMENT With no further business before the City Council, Mayor Utz adjourned the Regular Meeting of the City Council at 7:45 pm in honor of Joe Armenta, Shanen Skinner-Pearson and Kevin Pearson. CITY OF SAN JACINTO: ____________________ Russ Utz, Mayor ATTEST: ________________________ Angela Walton, City Clerk Approved as read: Approved as amended 3.A.2.a Packet Pg. 9 Attachment: 2-5-19 Regular Meeting Minutes (Minutes) February 19, 2019 TO: City Council REQUESTED BY: Tom Prill, Finance Director APPROVED BY: Robert A. Johnson, City Manager SUBJECT: Warrants and Disbursements – January 2019 RECOMMENDATION: Staff recommends that the City Council review and approve Warrants and Disbursements for the period of January 1 - 31, 2019 in the amount of $2,101,583.95. DISCUSSION: The City Council in its oversight role formally reviews disbursements of City funds made by Accounts Payable warrants, bi-weekly payrolls and electronic funds (wire) transfers. The following information is provided for such review and approval: Warrants/Wire Pay Date Amount Accounts Payable: # 123873-124096 Various $ 1,047,508.15 Payroll: Pay Period # 1 # 23099-23104 01/03/2019 $ 139,321.88 Includes Warrants, Direct Deposits, Taxes, Garnishments Payroll: Pay Period # 2 # 23105-23109 01/17/2019 $ 143,268.69 Includes Warrants, Direct Deposits, Taxes, Garnishments Payroll: Pay Period # 3 # 23110-23113 01/31/2019 $ 130,820.64 Includes Warrants, Direct Deposits, Taxes, Garnishments Electronic Funds Various $ 640,664.59 Total Disbursements – Period of January 1-31, 2019 $ 2,101,583.95 Known Councilmember Conflicts: Kotyuk: Check #s 124004, 124030 Ledezma: Check # 123995 Lopez: Check # 123996 Utz: Check # 124011 Prepared by: Judy Kelley, Account Clerk II Note: Payroll information is on file in the Finance Department. FISCAL IMPACT: 3.A.3 Packet Pg. 10 Expenditures by warrant, payroll direct deposit and electronic funds (wire) transfers have been appropriated. ATTACHMENTS: Warrant Register January 31, 2019 3.A.3 Packet Pg. 11 Warrant RegisterCity of San Jacinto1/31/2019Page 1Check NumberCheck DateVendor NameInvoice NumberDescriptionAccount NumberTransactionAmountCheck Total1238731/4/2019Aramark uniform1450437113Uniform service010-7101-410.21-355.08135.611450437113Uniform service010-7100-410.21-3515.241450437114Floor mat service050-1400-414.34-059.811450437114Floor mat service010-4200-410.34-0516.621450437115Uniform service010-4150-410.21-3516.451450437116Uniform service010-4140-410.21-3515.301450437116Uniform service055-4170-450.21-3520.321450437116Uniform service050-9000-450.21-3536.791238741/4/2019Avaya32855731Ip office phones017-2290-418.40-45580.99580.991238751/4/2019Bj's rentals912203-13Excavator rental010-4200-410.33-10355.12355.121238761/4/2019Brady, robert (bob)REQUEST 010219Reimb cell phone expense010-4200-410.35-1775.0075.001238771/4/2019Ced - san jacinto, inc.2983-512301Electrical supplies306-8831-500.34-0530.17455.132983-512302Electrical supplies308-8831-500.34-05125.412983-512317Electrical supplies306-8831-500.34-05183.182983-512318Electrical supplies345-8831-500.34-05116.371238781/4/2019D.m.c. tree care1578Tree service010-4150-410.34-05995.002,795.001579Removed hazardous trees010-4150-410.34-051,800.001238791/4/2019Ez sunnyday landscape1142Irrigation repair376-8831-500.34-05200.00260.001143Irrigation repair010-7100-410.34-0560.001238801/4/2019Frontier communicationsREQUEST 010219Telephone service010-3100-431.35-1645.8293.36REQUEST 010219Telephone service010-6500-425.35-1647.541238811/4/2019Matley, loriREQUEST 122718Reimb for storage boxes010-1100-411.21-1010.3120.61REQUEST 122718Reimb for storage boxes011-1700-417.21-1010.301238821/4/2019Monarch landscape llc, inc.1051Irrigation checks, repair305-8831-500.34-05136.004,113.001052Irrigation checks,repairs341-8831-500.34-05303.001053Irrigation checks,repairs325-8831-500.34-05162.001054Irrigation checks,repairs338-8831-500.34-05522.001055Irrigation checks,repairs327-8831-500.34-05751.001056Irrigation checks,repairs306-8831-500.34-05250.001057Irrigation checks,repairs325-8831-500.34-05117.001058Irrigation checks,repairs365-8831-500.34-05100.003.A.3.aPacket Pg. 12Attachment: Warrant Register January 31, 2019 (Warrants and Disbursements – January 2019) Warrant RegisterCity of San Jacinto1/31/2019Page 2Check NumberCheck DateVendor NameInvoice NumberDescriptionAccount NumberTransactionAmountCheck Total123882...1/4/2019...Monarch landscape llc, inc....1059Irrigation checks329-8831-500.34-0590.004,113.00...1060Irrigation checks,repairs353-8831-500.34-05102.001061Irrigation checks,repairs355-8831-500.34-05183.001062Irrigation checks,repairs311-8831-500.34-05329.001065Irrigation checks,repairs311-8831-500.34-05401.001066Irrigation checks,repairs307-8831-500.34-05442.001067Water filter change 11/24355-8831-500.34-0545.001067Water filter change 11/24353-8831-500.34-0545.001067Water filter change 11/24325-8831-500.34-0590.001067Water filter change 11/24341-8831-500.34-0545.001238831/4/2019Overnight industrial supply,inc.14894Liners,bleach,toilet tis025-7100-410.34-05144.60381.2214894Liners,bleach,toil tissue025-7252-410.34-05144.6014908Foam soap, toilet tissue010-4200-410.21-1092.021238841/4/2019Pacific alarm service,inc.R 144147Alarm monitoring service010-3100-431.34-05134.85134.851238851/4/2019Probity automotive specialists,inc.13737Parts, labor unit 501010-4140-410.33-50871.63871.631238861/4/2019R.a.rispalje construction156R & r mulch, 5 gal plants323-8831-500.34-053,092.254,342.25157Landscape maintenance351-8831-500.34-051,250.001238871/4/2019Row traffic safety inc162003 class iii jackets010-4150-410.21-35175.63175.631238881/4/2019Scott shaffer1210Promotion mockups,posters010-9600-960.36-152,112.842,112.841238891/4/2019Southern california edisonREQUEST 010219Electricity service359-8831-500.35-1427.5327.531238901/4/2019Tony's tires12192018Used wheel unit 412010-4150-410.33-5015.000.0012192018Used wheel unit 412010-4150-410.33-50-15.001238911/11/2019Adrian revelREQUEST 121918Refund water deposit050-0000-229.08-70148.17148.171238921/11/2019Aflac752835Premium december 2018085-0000-202.21-271,183.201,183.201238931/11/2019American fence co. inc.2118612Temp fence 12/26-1/25/19010-3320-431.34-05100.00100.001238941/11/2019Animal medical center, inc.402167K-9 surgical service010-3100-431.34-12432.00637.00402166K-9 exam, blood panel010-3100-431.34-12205.001238951/11/2019Arrow printing, inc.18278250 business cards010-3100-431.36-1036.64287.70183372,500 window envelopes010-2500-425.21-10251.061238961/11/2019Astorga, dannyREQUEST 010219Reimburse h/d/v expense010-2500-425.11-90345.20345.201238971/11/2019Babcock laboratories, inc.BL81241-0278Coliforms p/a by mmo/mug050-9000-450.30-9070.00360.003.A.3.aPacket Pg. 13Attachment: Warrant Register January 31, 2019 (Warrants and Disbursements – January 2019) Warrant RegisterCity of San Jacinto1/31/2019Page 3Check NumberCheck DateVendor NameInvoice NumberDescriptionAccount NumberTransactionAmountCheck Total123897...1/11/2019...Babcock laboratories, inc....BL81614-0278General physical analysis050-9000-450.30-9030.00360.00...BL81626-0278Iron by icp, manganese050-9000-450.30-90120.00BL81969-0278Coliforms p/a by mmo/mug050-9000-450.30-9070.00BL82567-0278Coliforms p/a by mmo/mug050-9000-450.30-9070.001238981/11/2019Barron, austinREQUEST 121118Reimb wiper blade purch055-4170-450.33-5016.4816.481238991/11/2019Bio-tox laboratories, inc.37049Analysis010-3100-431.34-05436.00801.0037050Analysis010-3100-431.34-05365.001239001/11/2019Byrd industrial electronics1123-18Generator service050-9000-450.34-05420.00420.001239011/11/2019California building standardsREQUEST 010719Fees for 10/1 - 12/31/18065-0000-201.09-03610.00549.00REQUEST 010719Fees for 10/1 - 12/31/18010-0000-310.07-96-61.001239021/11/2019Calpers supplemental income plansREQUEST 0107191/3/2019, sip # 452544085-0000-202.21-293,213.883,646.33REQUEST 010719Pers repaymt,sip # 452544085-0000-202.21-28432.451239031/11/2019Carlson & associates, llc297Sgc service dec 2018199-9999-425.40-011,198.401,198.401239041/11/2019Carrier si, inc.320288Remote work017-2290-418.40-45135.00135.001239051/11/2019City clerks association of calif.1158Mbrship renewal,a. walton010-1110-411.30-16130.00130.001239061/11/2019Complete paperless solutions, llc2777Laserfiche support renew017-2290-418.34-0513,767.0013,767.001239071/11/2019Converge one, inc.IE9025718Vmware/3 hosts, prod sns017-2290-418.40-455,367.865,367.861239081/11/2019Crafco inc9401975693Hp asphalt bulk 10.100ton010-4150-410.21-122,335.072,335.071239091/11/2019Dangelo co inc.S1355462.001Bolt & nut set,ring fiber050-9000-450.21-12109.31109.311239101/11/2019Daniel islasREQUEST 121918Refund water deposit050-0000-229.08-7044.6244.621239111/11/2019Dave's hauling12202018Cleaned & secured bldg199-9999-425.40-014,300.0014,460.0012272018Clean major city streets010-4150-410.34-054,500.0012312018Trash service decemer'18301-8831-500.34-0550.0012312018Trash service decemer'18307-8831-500.34-0525.0012312018Trash service decemer'18308-8831-500.34-05100.0012312018Trash service decemer'18311-8831-500.34-05275.0012312018Trash service decemer'18313-8831-500.34-05100.0012312018Trash service decemer'18320-8831-500.34-05150.0012312018Trash service decemer'18321-8831-500.34-0550.0012312018Trash service decemer'18322-8831-500.34-05150.0012312018Trash service decemer'18325-8831-500.34-05100.003.A.3.aPacket Pg. 14Attachment: Warrant Register January 31, 2019 (Warrants and Disbursements – January 2019) Warrant RegisterCity of San Jacinto1/31/2019Page 4Check NumberCheck DateVendor NameInvoice NumberDescriptionAccount NumberTransactionAmountCheck Total123911...1/11/2019...Dave's hauling...12312018Trash service decemer'18326-8831-500.34-05100.0014,460.00...12312018Trash service decemer'18327-8831-500.34-0575.0012312018Trash service decemer'18329-8831-500.34-0575.0012312018Trash service decemer'18331-8831-500.34-0575.0012312018Trash service decemer'18332-8831-500.34-05100.0012312018Trash service decemer'18338-8831-500.34-05100.0012312018Trash service decemer'18341-8831-500.34-0550.0012312018Trash service decemer'18343-8831-500.34-0550.0012312018Trash service decemer'18345-8831-500.34-05200.0012312018Trash service decemer'18346-8831-500.34-0575.0012312018Trash service decemer'18353-8831-500.34-0520.0012312018Trash service decemer'18355-8831-500.34-0520.0012312018Trash service decemer'18362-8831-500.34-0525.0012312018Trash service decemer'18363-8831-500.34-05125.0012312018Trash service decemer'18367-8831-500.34-0575.0012312018Trash service decemer'18376-8831-500.34-05540.0012312018Trash service decemer'18025-7252-410.34-0525.0012312018Trash service decemer'18025-7252-410.34-0550.0012312018Trash service decemer'18025-7252-410.34-0525.0012312018Trash service decemer'18025-7252-410.34-0525.0012312018Trash service decemer'18025-7100-410.34-0525.0012312018Trash service decemer'18025-7100-410.34-05125.0012312018Trash service decemer'18025-7100-410.34-05720.0012312018Trash service decemer'18025-7252-410.34-051,260.0012312018Trash service decemer'18025-7100-410.34-0575.0012312018Trash service decemer'18025-7100-410.34-0580.0012312018Trash service decemer'18025-7250-410.34-05175.0012312018Trash service decemer'18010-7100-410.34-0525.0012312018Trash service decemer'18010-3100-431.34-0525.0012312018Trash service decemer'18010-4150-410.34-05320.001239121/11/2019David leonard associates20190101Service provided dec 2018065-0000-201.06-20299.43501.9320190102Service provided dec 2018065-0000-211.21-01135.003.A.3.aPacket Pg. 15Attachment: Warrant Register January 31, 2019 (Warrants and Disbursements – January 2019) Warrant RegisterCity of San Jacinto1/31/2019Page 5Check NumberCheck DateVendor NameInvoice NumberDescriptionAccount NumberTransactionAmountCheck Total123912...1/11/2019...David leonard associates...20190103Service provided dec 2018065-0000-211.21-0167.50501.93...1239131/11/2019Dewey pest control inc.12366481Pest control srvc jan2019010-2500-425.34-0545.0084.0012379472Pest control srvc jan2019034-3200-431.34-0539.001239141/11/2019Diamond bright dry cleaners7444Dry cleaning service010-1100-411.31-2012.0046.007471Dry cleaning service010-1100-411.31-2034.001239151/11/2019Eastern municipal water districtREQUEST 010719Sewer/trash settlemt nov055-0000-308.07-30-44,145.8363,503.53REQUEST 010719Sewer/trash settlemt nov055-0000-201.20-40107,649.361239161/11/2019Eastern municipal water districtREQUEST 010719Sewer/trash settlemt dec055-0000-308.07-30-46,887.9063,739.23REQUEST 010719Sewer/trash settlemt dec055-0000-201.20-40110,627.131239171/11/2019Eastern municipal water districtREQUEST 010719Water service025-7100-410.35-10177.278,938.63REQUEST 010719Water service025-7250-410.35-10563.65REQUEST 010719Water service025-7251-410.35-10273.59REQUEST 010719Water service025-7252-410.35-1049.65REQUEST 010719Water service055-4170-450.35-1042.05REQUEST 010719Water service034-3200-431.35-10211.57REQUEST 010719Water service301-8831-500.35-10664.50REQUEST 010719Water service303-8831-500.35-10206.50REQUEST 010719Water service304-8831-500.35-1034.22REQUEST 010719Water service305-8831-500.35-10263.32REQUEST 010719Water service306-8831-500.35-10160.38REQUEST 010719Water service307-8831-500.35-10506.42REQUEST 010719Water service308-8831-500.35-10279.64REQUEST 010719Water service313-8831-500.35-10258.01REQUEST 010719Water service317-8831-500.35-1014.50REQUEST 010719Water service321-8831-500.35-10144.24REQUEST 010719Water service323-8831-500.35-10175.36REQUEST 010719Water service325-8831-500.35-10214.18REQUEST 010719Water service326-8831-500.35-10592.72REQUEST 010719Water service327-8831-500.35-10299.50REQUEST 010719Water service332-8831-500.35-10325.94REQUEST 010719Water service338-8831-500.35-10555.20REQUEST 010719Water service341-8831-500.35-10153.973.A.3.aPacket Pg. 16Attachment: Warrant Register January 31, 2019 (Warrants and Disbursements – January 2019) Warrant RegisterCity of San Jacinto1/31/2019Page 6Check NumberCheck DateVendor NameInvoice NumberDescriptionAccount NumberTransactionAmountCheck Total123917...1/11/2019...Eastern municipal water district...REQUEST 010719Water service343-8831-500.35-10461.268,938.63...REQUEST 010719Water service345-8831-500.35-10501.99REQUEST 010719Water service346-8831-500.35-10307.76REQUEST 010719Water service351-8831-500.35-10103.71REQUEST 010719Water service355-8831-500.35-1019.85REQUEST 010719Water service359-8831-500.35-10760.72REQUEST 010719Water service362-8831-500.35-1069.83REQUEST 010719Water service363-8831-500.35-10174.70REQUEST 010719Water service364-8831-500.35-1016.21REQUEST 010719Water service365-8831-500.35-1057.77REQUEST 010719Water service376-8831-500.35-10278.60REQUEST 010719Water service353-8831-500.35-1019.851239181/11/2019Eyemed vision care163733556Premium january 2019085-0000-202.21-35860.75883.48163733556Cobra premium jan 2019065-0000-201.08-6422.731239191/11/2019Ez sunnyday landscape1144Irriga valve cks nov 2018309-8831-500.34-0572.0029,821.001144Irriga valve cks nov 2018010-7100-410.34-0596.001144Irriga valve cks nov 2018359-8831-500.34-05150.001144Irriga valve cks nov 2018339-8831-500.34-0572.001144Irriga valve cks nov 2018331-8831-500.34-0512.001144Irriga valve cks nov 2018331-8831-500.34-0554.001144Irriga valve cks nov 2018025-7250-410.34-0554.001144Irriga valve cks nov 2018010-7100-410.34-0530.001144Irriga valve cks nov 2018025-7250-410.34-0554.001144Irriga valve cks nov 2018025-7100-410.34-0524.001144Irriga valve cks nov 2018025-7250-410.34-0518.001144Irriga valve cks nov 2018025-7250-410.34-056.001144Irriga valve cks nov 2018316-8831-500.34-0512.001144Irriga valve cks nov 2018317-8831-500.34-056.001144Irriga valve cks nov 2018025-7250-410.34-056.001144Irriga valve cks nov 2018302-8831-500.34-0524.001144Irriga valve cks nov 2018025-7100-410.34-05120.001144Irriga valve cks nov 2018025-7250-410.34-0518.003.A.3.aPacket Pg. 17Attachment: Warrant Register January 31, 2019 (Warrants and Disbursements – January 2019) Warrant RegisterCity of San Jacinto1/31/2019Page 7Check NumberCheck DateVendor NameInvoice NumberDescriptionAccount NumberTransactionAmountCheck Total123919...1/11/2019...Ez sunnyday landscape...1144Irriga valve cks nov 2018025-7100-410.34-0536.0029,821.00...1144Irriga valve cks nov 2018025-7250-410.34-0512.001144Irriga valve cks nov 2018025-7100-410.34-0548.001144Irriga valve cks nov 2018025-7252-410.34-05126.001144Irriga valve cks nov 2018322-8831-500.34-05240.001144Irriga valve cks nov 2018304-8831-500.34-0572.001144Irriga valve cks nov 2018319-8831-500.34-0524.001144Irriga valve cks nov 2018310-8831-500.34-0548.001144Irriga valve cks nov 2018367-8831-500.34-05102.001144Irriga valve cks nov 2018025-7250-410.34-0542.001144Irriga valve cks nov 2018320-8831-500.34-05192.001144Irriga valve cks nov 2018025-7251-410.34-05120.001144Irriga valve cks nov 2018025-7252-410.34-0542.001144Irriga valve cks nov 2018025-7252-410.34-0524.001144Irriga valve cks nov 2018025-7252-410.34-0518.001144Irriga valve cks nov 2018025-7252-410.34-0536.001144Irriga valve cks nov 2018025-7252-410.34-0530.001144Irriga valve cks nov 2018025-7252-410.34-0548.001144Irriga valve cks nov 2018025-7252-410.34-0578.001144Irriga valve cks nov 2018025-7252-410.34-0530.001144Irriga valve cks nov 2018025-7252-410.34-0524.001144Irriga valve cks nov 2018025-7252-410.34-0566.001144Irriga valve cks nov 2018025-7252-410.34-05234.001144Irriga valve cks nov 2018025-7252-410.34-0560.001144Irriga valve cks nov 2018025-7250-410.34-0518.001144Irriga valve cks nov 2018025-7250-410.34-0548.001144Irriga valve cks nov 2018025-7250-410.34-0524.001144Irriga valve cks nov 2018025-7252-410.34-0518.001144Irriga valve cks nov 2018025-7250-410.34-0572.001144Irriga valve cks nov 2018376-8831-500.34-05550.001144Irriga valve cks nov 2018388-8831-500.34-056.001144Irriga valve cks nov 2018025-7250-410.34-0536.003.A.3.aPacket Pg. 18Attachment: Warrant Register January 31, 2019 (Warrants and Disbursements – January 2019) Warrant RegisterCity of San Jacinto1/31/2019Page 8Check NumberCheck DateVendor NameInvoice NumberDescriptionAccount NumberTransactionAmountCheck Total123919...1/11/2019...Ez sunnyday landscape...1144Irriga valve cks nov 2018301-8831-500.34-05150.0029,821.00...1144Irriga valve cks nov 2018301-8831-500.34-05144.001144Irriga valve cks nov 2018025-7252-410.34-0548.001146Maintenance december 2018025-7100-410.34-05440.001146Maintenance december 2018025-7100-410.34-05630.001146Maintenance december 2018025-7100-410.34-05606.001146Maintenance december 2018025-7250-410.34-0541.001146Maintenance december 2018025-7250-410.34-0563.001146Maintenance december 2018010-7100-410.34-0564.001146Maintenance december 2018025-7250-410.34-0547.001146Maintenance december 2018025-7250-410.34-0549.001146Maintenance december 2018025-7250-410.34-0599.001146Maintenance december 2018025-7250-410.34-0569.001146Maintenance december 2018025-7250-410.34-0575.001146Maintenance december 2018025-7251-410.34-051,000.001146Maintenance december 2018025-7252-410.34-05700.001146Maintenance december 2018025-7252-410.34-05300.001146Maintenance december 2018025-7252-410.34-05475.001146Maintenance december 2018025-7252-410.34-05475.001146Maintenance december 2018025-7252-410.34-05475.001146Maintenance december 2018025-7252-410.34-05475.001146Maintenance december 2018025-7252-410.34-05575.001146Maintenance december 2018025-7252-410.34-05475.001146Maintenance december 2018025-7250-410.34-05100.001146Maintenance december 2018025-7250-410.34-05143.001146Maintenance december 2018302-8831-500.34-05150.001146Maintenance december 2018304-8831-500.34-0522.001146Maintenance december 2018025-7252-410.34-052,115.751146Maintenance december 2018301-8831-500.34-051,900.001146Maintenance december 2018301-8831-500.34-05131.751146Maintenance december 2018316-8831-500.34-0531.001146Maintenance december 2018317-8831-500.34-0541.003.A.3.aPacket Pg. 19Attachment: Warrant Register January 31, 2019 (Warrants and Disbursements – January 2019) Warrant RegisterCity of San Jacinto1/31/2019Page 9Check NumberCheck DateVendor NameInvoice NumberDescriptionAccount NumberTransactionAmountCheck Total123919...1/11/2019...Ez sunnyday landscape...1146Maintenance december 2018319-8831-500.34-05112.0029,821.00...1146Maintenance december 2018320-8831-500.34-05900.001146Maintenance december 2018322-8831-500.34-05800.001146Maintenance december 2018367-8831-500.34-05250.001146Maintenance december 2018025-7250-410.34-05140.001146Maintenance december 2018368-8831-500.34-0532.501146Maintenance december 2018025-7250-410.34-05400.001146Maintenance december 2018331-8831-500.34-05215.001146Maintenance december 2018310-8831-500.34-05150.001146Maintenance december 2018309-8831-500.34-05950.001146Maintenance december 2018309-8831-500.34-05100.001146Maintenance december 2018025-7252-410.34-05500.001146Maintenance december 2018025-7252-410.34-05500.001146Maintenance december 2018025-7250-410.34-05600.001146Maintenance december 2018331-8831-500.34-0560.001146Maintenance december 2018322-8831-500.34-05135.001146Maintenance december 2018320-8831-500.34-05175.001146Maintenance december 2018319-8831-500.34-05200.001146Maintenance december 2018304-8831-500.34-0535.001147Maintenance december 2018010-7100-410.34-05220.001147Maintenance december 2018025-7100-410.34-05320.001147Maintenance december 2018025-7250-410.34-05100.001147Maintenance december 2018025-7250-410.34-05200.001147Maintenance december 2018376-8831-500.34-051,575.001147Maintenance december 2018376-8831-500.34-052,400.001147Maintenance december 2018025-7250-410.34-05200.001147Maintenance december 2018359-8831-500.34-05650.001147Maintenance december 2018025-7250-410.34-05225.001147Maintenance december 2018339-8831-500.34-05100.001147Maintenance december 2018025-7250-410.34-0565.001147Maintenance december 2018025-7252-410.34-05395.001147Maintenance december 2018025-7252-410.34-05295.003.A.3.aPacket Pg. 20Attachment: Warrant Register January 31, 2019 (Warrants and Disbursements – January 2019) Warrant RegisterCity of San Jacinto1/31/2019Page 10Check NumberCheck DateVendor NameInvoice NumberDescriptionAccount NumberTransactionAmountCheck Total123919...1/11/2019...Ez sunnyday landscape...1147Maintenance december 2018025-7252-410.34-05395.0029,821.00...1147Maintenance december 2018025-7252-410.34-05395.001147Maintenance december 2018025-7100-410.34-05195.001147Maintenance december 2018388-8831-500.34-05100.001148Replace 5 mp rotor025-7252-410.34-0510.001149Irrigation repairs339-8831-500.34-0520.001150Replace damaged valve box025-7250-410.34-0560.001151Irrigation repair025-7100-410.34-0510.001147Maintenance december 2018025-7100-410.34-05175.001239201/11/2019Fedex corporation6-407-71557Delivery service011-3300-431.21-6527.90217.006-407-71557Delivery service011-1700-417.21-6532.276-407-71557Delivery service010-1210-412.21-6560.596-414-92042Delivery service011-1700-417.21-6531.056-414-92042Delivery service010-1110-411.21-6565.191239211/11/2019Figueroa, davidREQUEST 010219AReimburse h/d/v expense010-2500-425.11-9045.0080.00REQUEST 010219BReimburse h/d/v expense010-2500-425.11-9035.001239221/11/2019Frontier communicationsREQUEST 010719Telephone service010-3100-431.35-1698.84283.02REQUEST 010719Telephone service010-4200-410.35-16184.181239231/11/2019Gha technologies,inc.10063707Dellhd drives,crucialddr4017-2290-418.40-454,344.054,344.051239241/11/2019Haaker equipment company, inc.C48216Ftg counter,counter wheel055-4170-450.33-50737.18737.181239251/11/2019Hartford life insurance companiesREQUEST 0107191/3/2019, group # 109947085-0000-202.21-291,200.001,200.001239261/11/2019Hemet valley pipe & supply188451Misc pipe & supplies010-4200-410.33-10103.43205.43188304Misc pipe & supplies050-9000-450.21-1257.42188453Misc pipe & supplies050-9000-450.21-1244.581239271/11/2019Home depot credit services3251554Correct coding010-4150-410.21-12-190.75192.663251554Correct coding010-7100-410.21-12140.813251554Correct coding010-4150-410.21-1249.942043715Lights, drill bit set010-4150-410.21-12192.661239281/11/2019Icma retirement trustREQUEST 0107191/3/2019, group # 300434085-0000-202.21-292,940.002,940.001239291/11/2019Iron mountain inc.AKMG363Storage january 2019010-2500-425.34-05218.10218.101239301/11/2019Kaiser foundation health plan, inc67829604-0119Premium february 2019085-0000-202.21-399,795.9211,292.863.A.3.aPacket Pg. 21Attachment: Warrant Register January 31, 2019 (Warrants and Disbursements – January 2019) Warrant RegisterCity of San Jacinto1/31/2019Page 11Check NumberCheck DateVendor NameInvoice NumberDescriptionAccount NumberTransactionAmountCheck Total123930...1/11/2019...Kaiser foundation health plan, inc...67829604-0119Premium dec,jan/p. avalos085-0000-202.21-391,496.9411,292.86...1239311/11/2019Lucille fergusonREQUEST 121918Refund water deposit050-0000-229.08-7082.0682.061239321/11/2019Maria cardenasREQUEST 121918Refund water deposit050-0000-229.08-7019.5719.571239331/11/2019Master care commercial janitorial7177Janitorial service dec'18010-2500-425.34-051,100.001,100.001239341/11/2019Matthew m esenbergREQUEST 121918Refund water deposit050-0000-229.08-70159.57159.571239351/11/2019Maupin, marceeREQUEST 010219Reimburse h/d/v expense010-2500-425.11-9039.0039.001239361/11/2019Mccall's meters, inc.31287Isolation board050-9000-450.21-12196.52196.521239371/11/2019Minuteman press, inc.43038Weekly enrollment notices048-1400-414.36-10453.57453.571239381/11/2019Monarch landscape llc, inc.9056Maintenance december 2018305-8831-500.34-05650.0013,925.009056Maintenance december 2018306-8831-500.34-05300.009056Maintenance december 2018306-8831-500.34-05100.009056Maintenance december 2018341-8831-500.34-05800.009056Maintenance december 2018341-8831-500.34-05100.009056Maintenance december 2018353-8831-500.34-05400.009056Maintenance december 2018355-8831-500.34-05400.009056Maintenance december 2018365-8831-500.34-05100.009056Maintenance december 2018365-8831-500.34-0575.009056Maintenance december 2018025-7100-410.34-05400.009056Maintenance december 2018025-7250-410.34-05200.009056Maintenance december 2018303-8831-500.34-051,400.009056Maintenance december 2018307-8831-500.34-051,850.009056Maintenance december 2018307-8831-500.34-05100.009056Maintenance december 2018311-8831-500.34-051,300.009056Maintenance december 2018311-8831-500.34-05100.009056Maintenance december 2018325-8831-500.34-05800.009056Maintenance december 2018327-8831-500.34-051,400.009056Maintenance december 2018327-8831-500.34-05100.009056Maintenance december 2018329-8831-500.34-051,100.009056Maintenance december 2018329-8831-500.34-05100.009056Maintenance december 2018338-8831-500.34-051,900.009056Maintenance december 2018351-8831-500.34-05250.003.A.3.aPacket Pg. 22Attachment: Warrant Register January 31, 2019 (Warrants and Disbursements – January 2019) Warrant RegisterCity of San Jacinto1/31/2019Page 12Check NumberCheck DateVendor NameInvoice NumberDescriptionAccount NumberTransactionAmountCheck Total1239391/11/2019National safety compliance, inc.75799Dqf online monthly fee050-9000-450.34-057.5093.9575799Dqf online monthly fee010-4150-410.34-055.0075799Dqf online monthly fee055-4170-450.34-052.5075799Dqf online monthly fee010-7100-410.34-052.5075799Dqf online monthly fee010-4140-410.34-052.5075966D.o.t cert / d. astorga010-4150-410.34-0573.951239401/11/2019Nutrien ag solutions,inc(crop prod)37902023Makaze, turf trax blue010-4140-410.21-14493.35986.7137902023Makaze, turf trax blue010-4150-410.21-14493.361239411/11/2019O'reilly auto parts,inc.5531-296390Misc vehicle supplies010-4140-410.33-50144.76168.455531-296391Chamois010-4140-410.33-5023.691239421/11/2019Overnight industrial supply,inc.14946Nitrile gloves055-4170-450.21-12174.56174.561239431/11/2019Pacific alarm service,inc.R 144199Alarm service january '19010-6500-425.34-0538.00648.50R 144199Alarm service january '19010-2500-425.34-05124.00R 144199Alarm service january '19050-9000-450.34-05191.50R 144199Alarm service january '19010-4200-410.34-05217.50R 144199Alarm service january '19010-3100-431.34-0577.501239441/11/2019Pro care landscape services, inc25269Rodent removal / 4 weeks301-8831-500.34-051,060.001,060.001239451/11/2019Ptm document systems00700611099-misc copy b 2018010-1400-414.21-1036.0836.081239461/11/2019Quinn cat, inc.WOA00009742Back hoe service050-9000-450.33-506,046.536,046.531239471/11/2019R.a.rispalje construction158Median tree replacements345-8831-500.34-05945.003,167.00159Weed abatement363-8831-500.34-052,222.001239481/11/2019Ramirez, andyREQUEST 010219Reimburse h/d/v expense010-2500-425.11-9048.3263.32REQUEST 010319Reimburse h/d/v expense010-2500-425.11-9015.001239491/11/2019Ramon's plumbing12262018Bathrm & fountain repair010-3100-431.33-10175.00175.001239501/11/2019Regional conservation authorityREQUEST 010719Fees for december 2018065-0000-201.08-816,312.006,312.001239511/11/2019Rightway site services, inc.241888Rent/labor 12/12-1/8/2019010-3100-431.34-5082.7882.781239521/11/2019Romeril plumbing & hardware15515Misc plumbing & supplies034-3200-431.33-1082.42598.6815538Misc plumbing & supplies050-9000-450.21-12110.8715540Misc plumbing & supplies017-2290-418.21-1035.5315558Misc plumbing & supplies050-9000-450.21-1221.9115562Misc plumbing & supplies199-9999-425.40-0111.673.A.3.aPacket Pg. 23Attachment: Warrant Register January 31, 2019 (Warrants and Disbursements – January 2019) Warrant RegisterCity of San Jacinto1/31/2019Page 13Check NumberCheck DateVendor NameInvoice NumberDescriptionAccount NumberTransactionAmountCheck Total123952...1/11/2019...Romeril plumbing & hardware...15519Misc plumbing & supplies010-7101-410.21-1261.83598.68...15529Misc plumbing & supplies010-4150-410.21-1298.4215547Misc plumbing & supplies010-7100-410.21-12102.3215563Misc plumbing & supplies010-4140-410.21-127.5315564Misc plumbing & supplies010-7100-410.21-1266.181239531/11/2019Securtec district patrol, inc.1218-SJAPatrol services dec 2018056-4150-410.34-056,120.006,120.001239541/11/2019Sonia vazquezREQUEST 121918Refund water deposit050-0000-229.08-70113.87113.871239551/11/2019Southern california edisonREQUEST 010819Electricity service010-4150-410.35-1451.514,780.43REQUEST 010819Electricity service010-6500-425.35-14145.36REQUEST 010819Electricity service010-7100-410.35-1424.18REQUEST 010819Electricity service025-7260-410.35-14183.40REQUEST 010819Electricity service065-0000-201.06-0615.93REQUEST 010819Electricity service308-8831-500.35-1476.07REQUEST 010819Electricity service311-8831-500.35-14106.21REQUEST 010819Electricity service320-8831-500.35-1446.39REQUEST 010819Electricity service323-8831-500.35-1479.93REQUEST 010819Electricity service325-8831-500.35-1425.03REQUEST 010819Electricity service327-8831-500.35-1428.12REQUEST 010819Electricity service331-8831-500.35-1490.32REQUEST 010819Electricity service338-8831-500.35-1425.03REQUEST 010819Electricity service339-8831-500.35-1424.90REQUEST 010819Electricity service341-8831-500.35-1425.21REQUEST 010819Electricity service342-8831-500.35-1443.90REQUEST 010819Electricity service343-8831-500.35-1499.72REQUEST 010819Electricity service353-8831-500.35-1451.82REQUEST 010819Electricity service362-8831-500.35-14107.14REQUEST 010819Electricity service376-8831-500.35-1483.32REQUEST 010819Electricity service359-8831-500.35-14126.50REQUEST 010819Electricity service010-4150-410.35-14680.60REQUEST 010819Electricity service302-8831-500.35-14222.58REQUEST 010819Electricity service305-8831-500.35-14143.52REQUEST 010819Electricity service308-8831-500.35-14416.493.A.3.aPacket Pg. 24Attachment: Warrant Register January 31, 2019 (Warrants and Disbursements – January 2019) Warrant RegisterCity of San Jacinto1/31/2019Page 14Check NumberCheck DateVendor NameInvoice NumberDescriptionAccount NumberTransactionAmountCheck Total123955...1/11/2019...Southern california edison...REQUEST 010819Electricity service309-8831-500.35-142.994,780.43...REQUEST 010819Electricity service311-8831-500.35-14206.71REQUEST 010819Electricity service316-8831-500.35-1447.08REQUEST 010819Electricity service319-8831-500.35-14112.24REQUEST 010819Electricity service319-8832-500.35-1421.79REQUEST 010819Electricity service321-8831-500.35-145.44REQUEST 010819Electricity service323-8831-500.35-145.44REQUEST 010819Electricity service325-8831-500.35-14522.18REQUEST 010819Electricity service331-8831-500.35-14191.65REQUEST 010819Electricity service337-8831-500.35-1422.41REQUEST 010819Electricity service343-8831-500.35-145.44REQUEST 010819Electricity service369-8831-500.35-1410.89REQUEST 010819Electricity service371-8831-500.35-1411.72REQUEST 010819Electricity service376-8831-500.35-14509.49REQUEST 010819Electricity service386-8831-500.35-1474.65REQUEST 010819Electricity service388-8831-500.35-1415.93REQUEST 010819Electricity service309-8831-500.35-144.97REQUEST 010819Electricity service312-8831-500.35-144.52REQUEST 010819Electricity service321-8831-500.35-146.88REQUEST 010819Electricity service322-8831-500.35-1425.25REQUEST 010819Electricity service323-8831-500.35-146.88REQUEST 010819Electricity service334-8831-500.35-140.74REQUEST 010819Electricity service335-8831-500.35-140.85REQUEST 010819Electricity service336-8831-500.35-140.98REQUEST 010819Electricity service337-8831-500.35-140.55REQUEST 010819Electricity service339-8831-500.35-141.07REQUEST 010819Electricity service342-8831-500.35-140.42REQUEST 010819Electricity service343-8831-500.35-146.88REQUEST 010819Electricity service367-8831-500.35-148.42REQUEST 010819Electricity service369-8831-500.35-1413.75REQUEST 010819Electricity service380-8831-500.35-144.52REQUEST 010819Electricity service388-8831-500.35-144.523.A.3.aPacket Pg. 25Attachment: Warrant Register January 31, 2019 (Warrants and Disbursements – January 2019) Warrant RegisterCity of San Jacinto1/31/2019Page 15Check NumberCheck DateVendor NameInvoice NumberDescriptionAccount NumberTransactionAmountCheck Total1239561/11/2019Staples business advantage, inc.3399400226Credit for return010-1400-414.21-10-12.191,420.553399400228Office supplies010-1110-411.21-1048.153399400230Office supplies010-2500-425.21-10252.773399400230Office supplies010-1110-411.21-1016.153399400230Office supplies010-1200-412.21-1016.683399400231Office supplies010-1400-414.21-10199.403399400231Office supplies010-2500-425.21-1069.263399400232Credit for return010-1400-414.21-10-6.283399400233Office supplies010-1400-414.21-1026.613399976383Office supplies010-2500-425.21-10163.593399976385Office supplies010-1200-412.21-1022.293399976386Office supplies010-2500-425.21-10327.173399976387Office supplies010-1400-414.21-10105.323399976387Office supplies010-1110-411.21-108.043399976387Office supplies017-2290-418.21-1010.603399976387Office supplies010-2500-425.21-1044.013399976387Office supplies010-1210-412.21-103.293399976388Office supplies010-1400-414.21-1016.913399400233Office supplies010-2500-425.21-10108.781239571/11/2019State of california dept of justice346736Analysis november 2018010-3100-431.34-05245.00245.001239581/11/2019State water resources control boardSW-0159611Anl permit 10/1-9/30/2019010-4140-410.34-0614,230.0014,230.001239591/11/2019Stetson engineers inc.1935-1502Services october 2018055-4170-450.34-055,900.045,900.041239601/11/2019Superior ready mix concrete, l.p.121421-1/2 rock010-4200-410.33-10395.85791.70127881-1/2 rock010-4200-410.33-10395.851239611/11/2019Talley metal fabrication, inc.31615Automatic gate service010-2500-425.33-1095.0095.001239621/11/2019Time warner cable0543731010119Services 1/10/19-2/9/2019017-2290-418.34-20378.971,100.830604517010119Services 1/11/19-2/10/19017-2290-418.34-20721.861239631/11/2019Tony's tires12192018Used wheel, unit 412010-4150-410.33-5015.0015.001239641/11/2019Tri lake consultants, inc.45643-1Services november 2018065-0000-211.21-01550.0027,946.6545643-2Services november 2018065-0000-211.21-01440.0045643-3Services november 2018065-0000-211.21-01150.003.A.3.aPacket Pg. 26Attachment: Warrant Register January 31, 2019 (Warrants and Disbursements – January 2019) Warrant RegisterCity of San Jacinto1/31/2019Page 16Check NumberCheck DateVendor NameInvoice NumberDescriptionAccount NumberTransactionAmountCheck Total123964...1/11/2019...Tri lake consultants, inc....45642Services november 2018010-4100-410.30-907,054.5527,946.65...45644Services november 2018065-0000-211.21-21246.6545645Services november 2018199-9999-425.40-012,985.0045646Services november 2018199-9999-425.40-0120.0045647Services november 2018199-9999-425.40-011,358.3045648Services november 2018199-9999-425.40-013,970.0045649Services november 2018199-9999-425.40-01225.0045650Services november 2018199-9999-425.40-01950.0045651Services november 2018199-9999-425.40-011,100.0045652Services november 2018011-4100-410.30-90423.3045653Services november 2018011-4100-410.30-90100.0045654Services november 2018011-4100-410.30-90932.4545655Services november 2018011-4100-410.30-90467.2045656Services november 2018011-4100-410.30-90200.0045657Services november 2018199-9999-425.40-01275.0045658Services november 2018199-9999-425.40-012,120.0045659Services november 2018199-9999-425.40-01378.2545660Services november 2018065-0000-211.21-21454.9545661Services november 2018065-0000-211.21-21170.0045662Services november 2018065-0000-201.06-50365.5045663Services november 2018011-4100-410.30-9095.5045664Services november 2018065-0000-211.21-2160.0045665Services november 2018199-9999-425.40-0175.0045666Services november 2018065-0000-211.21-21590.0045667Services november 2018065-0000-211.21-30370.0045668Services november 2018065-0000-211.21-21590.0045669Services november 2018065-0000-211.21-30350.0045670Services november 2018199-9999-425.40-01880.001239651/11/2019Usa blue book764185Laser lite ear plugs055-4170-450.21-1250.1450.141239661/11/2019Valley diesel109190 day bit inspection010-4140-410.33-5075.00225.00109290 day bit inspection010-4150-410.33-5075.00109390 day bit inspection010-4150-410.33-5075.003.A.3.aPacket Pg. 27Attachment: Warrant Register January 31, 2019 (Warrants and Disbursements – January 2019) Warrant RegisterCity of San Jacinto1/31/2019Page 17Check NumberCheck DateVendor NameInvoice NumberDescriptionAccount NumberTransactionAmountCheck Total1239671/11/2019Verizon wireless9820045584Motor ticket rprt writers024-3100-431.21-9055.4855.481239681/11/2019West coast arborists, inc143270Tree & stump removal010-4150-410.34-054,056.0017,164.00143219Tree & stump removal010-4150-410.34-052,544.00143336Tree & stump removal025-7252-410.34-0510,564.001239691/11/2019West interactive services corp.101990Support & maint renewal017-2290-418.34-054,910.004,910.001239701/11/2019Western riverside councilREQUEST 010719Fees for december 2018065-0000-201.08-8035,492.0035,492.001239711/11/2019Windstream (formerly paetec)70840365Communication service010-2500-425.35-161,059.461,059.461239721/11/2019Xenia aranaREQUEST 121918Refund water deposit050-0000-229.08-7056.0956.091239731/11/2019Xerox financial services1443908Copier lease 12/18-1/17010-2500-425.34-052,869.973,185.551443908Copier lease 12/18-1/17010-3100-431.34-05315.581239741/11/2019Yolanda gauthierREQUEST 121918Refund water deposit050-0000-229.08-7024.9224.921239751/18/2019Adt security services, inc.683958469Alarm srvc 1/22-2/21/2019010-6100-425.34-0544.9944.991239761/18/2019Anady's trophies, inc.108461Key to the city010-1100-411.21-1181.5681.561239771/18/2019Bank of america business cardREQUEST 011419Return/amazon marketplace331-8831-500.34-05-125.701,016.98REQUEST 011419Ca dept pesticide regulat010-4150-410.31-20140.00REQUEST 011419Outdoor solar store010-3100-431.33-10123.91REQUEST 011419Outdoor solar store010-7100-410.21-12743.48REQUEST 011419Sales tax not charged010-0000-201.20-45-62.39REQUEST 011419Amazon marketplace331-8831-500.34-05125.70REQUEST 011419Amazon marketplace331-8831-500.34-0577.56REQUEST 011419Sales tax not charged010-0000-201.20-45-5.581239781/18/2019Bank of america business cardREQUEST 011419Amazon marketplace010-2500-425.21-1038.784,779.73REQUEST 011419Amazon marketplace010-2500-425.21-1070.03REQUEST 011419Sales tax not charged010-0000-201.20-45-5.04REQUEST 011419Amazon marketplace010-2500-425.21-10377.08REQUEST 011419Sales tax not charged010-0000-201.20-45-27.13REQUEST 011419Soboba springs cntry club199-9999-425.40-01887.46REQUEST 011419Cip luncheon deposit199-9999-425.40-01269.38REQUEST 011419Facebook ad010-9600-960.36-1550.00REQUEST 011419League of ca registration011-1700-417.31-20300.00REQUEST 011419League of ca registration011-1700-417.31-20575.003.A.3.aPacket Pg. 28Attachment: Warrant Register January 31, 2019 (Warrants and Disbursements – January 2019) Warrant RegisterCity of San Jacinto1/31/2019Page 18Check NumberCheck DateVendor NameInvoice NumberDescriptionAccount NumberTransactionAmountCheck Total123978...1/18/2019...Bank of america business card...REQUEST 011419League of ca registration011-1700-417.31-20575.004,779.73...REQUEST 011419League of ca registration011-1700-417.31-20575.00REQUEST 011419U.s. mayors conf registra010-1100-411.31-20900.00REQUEST 011419Planbags.com010-2500-425.21-10134.17REQUEST 011419Adams arrangements010-1100-411.30-9060.001239791/18/2019Bank of america business cardREQUEST 011419Usps.com010-1400-414.21-656.7013.40REQUEST 011419Usps.com010-1400-414.21-656.701239801/18/2019Bank of america business cardREQUEST 011419Emilios rstaurant065-0000-229.09-13462.00462.001239811/18/2019Bank of america business cardREQUEST 011419Dropbox017-2290-418.34-05457.644,929.59REQUEST 0114194imprint010-9600-960.36-15215.93REQUEST 011419Icsc registration 2/28/19010-9600-960.31-20380.00REQUEST 011419Amazon.com010-9600-960.21-80397.96REQUEST 0114194imprint010-9600-960.36-153,478.061239821/18/2019Bank of america business cardREQUEST 011419Enterprise rent a car199-9999-425.40-01184.09318.12REQUEST 011419Circle k gas199-9999-425.40-0112.04REQUEST 011419Rebate / circle k gas199-9999-425.40-01-0.12REQUEST 011419Acec011-1700-417.30-16122.111239831/18/2019Bank of america business cardREQUEST 011419Ramona market024-3100-431.21-7034.4634.461239841/18/2019Bank of america business cardREQUEST 011419United airlines010-1110-411.31-2060.00806.22REQUEST 011419Hyatt regency hotel010-1110-411.31-20718.21REQUEST 011419Stater bros010-1100-411.21-1028.011239851/18/2019Bank of america business cardREQUEST 011419Caceo / rewal r. yarnall010-3320-431.30-16200.00605.00REQUEST 011419Grant writing - registra010-3320-431.31-20162.00REQUEST 011419Grant writing - registra011-3300-431.31-20121.50REQUEST 011419Grant writing - registra011-1700-417.31-20121.501239861/18/2019Bank of america business cardREQUEST 011419Facebook ad010-9600-960.36-1525.0025.001239871/18/2019Best best & krieger, llp51305-18Services thru nov 30,2018010-1111-411.30-902,500.002,500.001239881/18/2019Brenntag pacific, inc.BPI905979Sodium hypochlorite050-9000-450.21-121,108.351,108.351239891/18/2019Capital hiltonREF#JOB-RN6-298Reservation russ utz010-1100-411.31-201,088.311,088.311239901/18/2019Division of the state architectREQUEST 011419Dsa 796 collected oct-dec065-0000-201.09-084,404.00440.40REQUEST 011419Dsa 796 collected oct-dec010-0000-310.07-96-3,963.603.A.3.aPacket Pg. 29Attachment: Warrant Register January 31, 2019 (Warrants and Disbursements – January 2019) Warrant RegisterCity of San Jacinto1/31/2019Page 19Check NumberCheck DateVendor NameInvoice NumberDescriptionAccount NumberTransactionAmountCheck Total1239911/18/2019Fedex corporation6-420-21907Delivery service011-1700-417.21-6540.7540.751239921/18/2019Frontier communicationsREQUEST 011419Telephone service010-3100-431.35-1677.83210.39REQUEST 011419Telephone service010-6100-425.35-1649.15REQUEST 011419Telephone service050-9000-450.35-1683.411239931/18/2019Home depot credit services1043802Misc supplies010-4150-410.21-12168.95168.951239941/18/2019Lake hemet municipal water district01072019Water service/ agape322-8831-500.35-10131.72285.2301072019Water srvc/ bastille way302-8831-500.35-1054.5901072019Water srvc/ gospel dr367-8831-500.35-1047.0301072019Water srvc/ washington367-8831-500.35-1051.891239951/18/2019Ledezma, alonsoREQUEST 011419Meal per diem010-1100-411.31-2070.0070.001239961/18/2019Lopez, joelREQUEST 011419Meal per diem010-1100-411.31-2070.0070.001239971/18/2019Marriott of irvineCONF # 96246122Reservation / a. ledezma010-1100-411.31-20407.00407.001239981/18/2019Marriott of irvineCONF # 96252485Reservation / j. lopez010-1100-411.31-20407.00407.001239991/18/2019Martinez, ramonREQUEST 011019Reimburse tuition expense055-4170-450.31-2019.9519.951240001/18/2019Nbs local government solutions, inc1218000271Qtrly admin 1/1-3/31/2019045-8800-450.30-902,838.8731,660.441218000272Qtrly admin 1/1-3/31/2019201-8850-500.30-90936.711218000272Qtrly admin 1/1-3/31/2019034-8850-500.30-902,486.281218000273Qtrly admin fees 1/1-3/31301-8831-500.30-90773.891218000273Qtrly admin fees 1/1-3/31302-8831-500.30-90275.091218000273Qtrly admin fees 1/1-3/31303-8831-500.30-90208.591218000273Qtrly admin fees 1/1-3/31304-8831-500.30-90111.851218000273Qtrly admin fees 1/1-3/31305-8831-500.30-90196.501218000273Qtrly admin fees 1/1-3/31306-8831-500.30-90199.521218000273Qrtly admin fees 1/1-3/31307-8831-500.30-90752.731218000273Qrtly admin fees 1/1-3/31308-8831-500.30-901,018.751218000273Qrtly admin fees 1/1-3/31309-8831-500.30-90671.111218000273Qrtly admin fees 1/1-3/31310-8831-500.30-90535.071218000273Qrtly admin fees 1/1-3/31311-8831-500.30-90380.901218000273Qrtly admin fees 1/1-3/31312-8831-500.30-909.071218000273Qrtly admin fees 1/1-3/31313-8831-500.30-90513.911218000273Qrtly admin fees 1/1-3/31314-8831-500.30-903.023.A.3.aPacket Pg. 30Attachment: Warrant Register January 31, 2019 (Warrants and Disbursements – January 2019) Warrant RegisterCity of San Jacinto1/31/2019Page 20Check NumberCheck DateVendor NameInvoice NumberDescriptionAccount NumberTransactionAmountCheck Total124000...1/18/2019...Nbs local government solutions, inc...1218000273Qrtly admin fees 1/1-3/31315-8831-500.30-903.0231,660.44...1218000273Qrtly admin fees 1/1-3/31316-8831-500.30-9057.441218000273Qrtly admin fees 1/1-3/31317-8831-500.30-9090.691218000273Qrtly admin fees 1/1-3/31318-8831-500.30-909.071218000273Qrtly admin fees 1/1-3/31319-8831-500.30-9024.181218000273Qrtly admin fees 1/1-3/31319-8832-500.30-906.051218000273Qrtly admin fees 1/1-3/31320-8831-500.30-90402.061218000273Qrtly admin fees 1/1-3/31321-8831-500.30-90441.361218000273Qrtly admin fees 1/1-3/31322-8831-500.30-90405.081218000273Qrtly admin fees 1/1-3/31323-8831-500.30-90247.891218000273Qrtly admin fees 1/1-3/31324-8831-500.30-903.021218000273Qrtly admin fees 1/1-3/31325-8831-500.30-90311.371218000273Qrtly admin fees 1/1-3/31326-8831-500.30-90891.791218000273Qrtly admin fees 1/1-3/31327-8831-500.30-90795.051218000273Qrtly admin fees 1/1-3/31328-8831-500.30-906.051218000273Qrtly admin fees 1/1-3/31329-8831-500.30-90432.291218000273Qrtly admin fees 1/1-3/31331-8831-500.30-90184.401218000273Qrtly admin fees 1/1-3/31332-8831-500.30-90396.011218000273Qrtly admin fees 1/1-3/31333-8831-500.30-90311.371218000273Qrtly admin fees 1/1-3/31334-8831-500.30-90193.471218000273Qrtly admin fees 1/1-3/31335-8831-500.30-90220.681218000273Qrtly admin fees 1/1-3/31336-8831-500.30-90253.931218000273Qrtly admin fees 1/1-3/31337-8831-500.30-90142.081218000273Qrtly admin fees 1/1-3/31338-8831-500.30-90592.511218000273Qrtly admin fees 1/1-3/31339-8831-500.30-90278.121218000273Qrtly admin fees 1/1-3/31340-8831-500.30-9039.301218000273Qrtly admin fees 1/1-3/31341-8831-500.30-90275.091218000273Qrtly admin fees 1/1-3/31342-8831-500.30-90108.831218000273Qrtly admin fees 1/1-3/31343-8831-500.30-90613.671218000273Qrtly admin fees 1/1-3/31345-8831-500.30-90764.821218000273Qrtly admin fees 1/1-3/31346-8831-500.30-90423.221218000273Qrtly admin fees 1/1-3/31348-8831-500.30-903.023.A.3.aPacket Pg. 31Attachment: Warrant Register January 31, 2019 (Warrants and Disbursements – January 2019) Warrant RegisterCity of San Jacinto1/31/2019Page 21Check NumberCheck DateVendor NameInvoice NumberDescriptionAccount NumberTransactionAmountCheck Total124000...1/18/2019...Nbs local government solutions, inc...1218000273Qrtly admin fees 1/1-3/31351-8831-500.30-9030.2331,660.44...1218000273Qrtly admin fees 1/1-3/31352-8831-500.30-9027.211218000273Qrtly admin fees 1/1-3/31353-8831-500.30-90326.481218000273Qrtly admin fees 1/1-3/31354-8831-500.30-903.021218000273Qrtly admin fees 1/1-3/31355-8831-500.30-90417.171218000273Qrtly admin fees 1/1-3/31359-8831-500.30-9021.161218000273Qrtly admin fees 1/1-3/31362-8831-500.30-90172.311218000273Qrtly admin fees 1/1-3/31363-8831-500.30-90350.671218000273Qrtly admin fees 1/1-3/31364-8831-500.30-9015.121218000273Qrtly admin fees 1/1-3/31365-8831-500.30-9087.671218000273Qrtly admin fees 1/1-3/31366-8831-500.30-9066.511218000273Qrtly admin fees 1/1-3/31367-8831-500.30-90105.811218000273Qrtly admin fees 1/1-3/31368-8831-500.30-9030.231218000273Qrtly admin fees 1/1-3/31373-8831-500.30-903.021218000273Qrtly admin fees 1/1-3/31375-8831-500.30-906.051218000273Qrtly admin fees 1/1-3/31376-8831-500.30-90970.391218000273Qrtly admin fees 1/1-3/31385-8831-500.30-903.021218000273Qrtly admin fees 1/1-3/31386-8831-500.30-909.071218000273Qrtly admin fees 1/1-3/31388-8831-500.30-903.021218000273Qrtly admin fees 1/1-3/31389-8831-500.30-90108.831218000274Qrtly admin fees 1/1-3/31025-7250-410.30-90589.301218000274Qrtly admin fees 1/1-3/31025-7251-410.30-90589.301218000274Qrtly admin fees 1/1-3/31025-7252-410.30-90589.301218000274Qrtly admin fees 1/1-3/31025-7260-410.30-90589.301218000274Qrtly admin fees 1/1-3/31025-7100-410.30-90589.291218000195Qrtly admin fees 1/1-3/31701-4150-500.30-90178.741218000195Qrtly admin fees 1/1-3/31702-4150-500.30-90178.741218000195Qrtly admin fees 1/1-3/31703-4150-500.30-90178.741218000195Qrtly admin fees 1/1-3/31704-4150-500.30-90178.741218000195Qrtly admin fees 1/1-3/31705-4150-500.30-90178.741218000195Qrtly admin fees 1/1-3/31706-4150-500.30-90178.741218000195Qrtly admin fees 1/1-3/31707-4150-500.30-90178.743.A.3.aPacket Pg. 32Attachment: Warrant Register January 31, 2019 (Warrants and Disbursements – January 2019) Warrant RegisterCity of San Jacinto1/31/2019Page 22Check NumberCheck DateVendor NameInvoice NumberDescriptionAccount NumberTransactionAmountCheck Total124000...1/18/2019...Nbs local government solutions, inc...1218000195Qrtly admin fees 1/1-3/31709-4150-500.30-90178.7431,660.44...1218000195Qrtly admin fees 1/1-3/31710-4150-500.30-90178.741218000195Qrtly admin fees 1/1-3/31711-4150-500.30-90178.741218000195Qrtly admin fees 1/1-3/31712-4150-500.30-90178.741218000195Qrtly admin fees 1/1-3/31713-4150-500.30-90178.741218000195Qrtly admin fees 1/1-3/31714-4150-500.30-90178.741218000195Qrtly admin fees 1/1-3/31715-4150-500.30-90178.741218000195Qrtly admin fees 1/1-3/31716-4150-500.30-90178.741218000195Qrtly admin fees 1/1-3/31717-4150-500.30-90178.741218000195Qrtly admin fees 1/1-3/31718-4150-500.30-90178.741218000195Qrtly admin fees 1/1-3/31719-4150-500.30-90178.741218000195Qrtly admin fees 1/1-3/31720-4150-500.30-90178.741218000195Qrtly admin fees 1/1-3/31721-4150-500.30-90178.741218000195Qrtly admin fees 1/1-3/31724-4150-500.30-90178.741218000195Qrtly admin fees 1/1-3/31728-4150-500.30-90178.741218000195Qrtly admin fees 1/1-3/31733-4150-500.30-90178.741218000195Qrtly admin fees 1/1-3/31735-4150-500.30-90178.741218000195Qrtly admin fees 1/1-3/31736-4150-500.30-90178.741218000195Qrtly admin fees 1/1-3/31736-4150-500.30-90178.741218000195Qrtly admin fees 1/1-3/31737-4150-500.30-90178.741218000195Qrtly admin fees 1/1-3/31739-4150-500.30-90292.191240011/18/2019Online information services, inc.46830000226Collection service fee050-0000-308.09-1087.73170.23904092Utility exchange report050-1400-414.34-0541.25904092Utility exchange report055-1400-414.34-0541.251240021/18/2019Preferred benefit insurance admin.EIA26710Premium january 2019085-0000-202.21-323,899.464,002.06EIA26710Cobra premium january '19065-0000-201.08-64102.601240031/18/2019Ramirez, ritaREQUEST 011519Reimburse mileage010-1400-414.31-2095.1295.121240041/18/2019Ramona humane society, inc.CSJ123120Shltr, aco srvc dec 2018010-3320-431.34-0517,355.9817,355.981240051/18/2019Romeril plumbing & hardware15536Misc plumbing & supplies010-3100-431.21-5031.8531.851240061/18/2019Soboba springs country clubBEO # 003297Employee holiday party010-2510-425.40-091,463.901,463.901240071/18/2019Southern california edisonREQUEST 011519Electricity service010-2500-425.35-141,323.9844,693.23REQUEST 011519Electricity service010-3100-431.35-141,670.833.A.3.aPacket Pg. 33Attachment: Warrant Register January 31, 2019 (Warrants and Disbursements – January 2019) Warrant RegisterCity of San Jacinto1/31/2019Page 23Check NumberCheck DateVendor NameInvoice NumberDescriptionAccount NumberTransactionAmountCheck Total124007...1/18/2019...Southern california edison...REQUEST 011519Electricity service010-4150-410.35-14612.8144,693.23...REQUEST 011519Electricity service010-4200-410.35-14200.52REQUEST 011519Electricity service010-6100-425.35-14890.62REQUEST 011519Electricity service010-6500-425.35-14144.85REQUEST 011519Electricity service010-7100-410.35-14786.47REQUEST 011519Electricity service025-7100-410.35-14388.11REQUEST 011519Electricity service025-7250-410.35-14640.60REQUEST 011519Electricity service025-7252-410.35-14675.00REQUEST 011519Electricity service025-7260-410.35-1414,712.16REQUEST 011519Electricity service034-3200-431.35-14723.11REQUEST 011519Electricity service050-9000-450.35-145,557.63REQUEST 011519Electricity service301-8831-500.35-1448.94REQUEST 011519Electricity service307-8831-500.35-14325.49REQUEST 011519Electricity service308-8831-500.35-14106.66REQUEST 011519Electricity service320-8831-500.35-1452.69REQUEST 011519Electricity service326-8831-500.35-14265.02REQUEST 011519Electricity service329-8831-500.35-1425.24REQUEST 011519Electricity service332-8831-500.35-1478.13REQUEST 011519Electricity service345-8831-500.35-14266.08REQUEST 011519Electricity service346-8831-500.35-1426.64REQUEST 011519Electricity service351-8831-500.35-1424.99REQUEST 011519Electricity service355-8831-500.35-1432.46REQUEST 011519Electricity service359-8831-500.35-1424.98REQUEST 011519Electricity service365-8831-500.35-1431.44REQUEST 011519Electricity service367-8831-500.35-1451.66REQUEST 011519Electricity service368-8831-500.35-1425.58REQUEST 011519Electricity service376-8831-500.35-1425.13REQUEST 011519Electricity service348-8831-500.35-1459.02REQUEST 011519Electricity service332-8831-500.35-14172.14REQUEST 011519Electricity service346-8831-500.35-14240.05REQUEST 011519Electricity service010-4150-410.35-143,192.39REQUEST 011519Electricity service010-4150-410.35-14-0.013.A.3.aPacket Pg. 34Attachment: Warrant Register January 31, 2019 (Warrants and Disbursements – January 2019) Warrant RegisterCity of San Jacinto1/31/2019Page 24Check NumberCheck DateVendor NameInvoice NumberDescriptionAccount NumberTransactionAmountCheck Total124007...1/18/2019...Southern california edison...REQUEST 011519Electricity service010-4150-410.35-14168.7844,693.23...REQUEST 011519Electricity service025-7260-410.35-14153.97REQUEST 011519Electricity service301-8831-500.35-1418.75REQUEST 011519Electricity service306-8831-500.35-14266.56REQUEST 011519Electricity service308-8831-500.35-14795.52REQUEST 011519Electricity service309-8831-500.35-14323.91REQUEST 011519Electricity service310-8831-500.35-14389.88REQUEST 011519Electricity service311-8831-500.35-14240.99REQUEST 011519Electricity service313-8831-500.35-14443.38REQUEST 011519Electricity service314-8831-500.35-1413.50REQUEST 011519Electricity service315-8831-500.35-144.01REQUEST 011519Electricity service319-8832-500.35-145.00REQUEST 011519Electricity service321-8831-500.35-14230.01REQUEST 011519Electricity service322-8831-500.35-14493.58REQUEST 011519Electricity service323-8831-500.35-14277.90REQUEST 011519Electricity service324-8831-500.35-1444.27REQUEST 011519Electricity service326-8831-500.35-141,200.52REQUEST 011519Electricity service327-8831-500.35-14659.49REQUEST 011519Electricity service330-8831-500.35-14213.78REQUEST 011519Electricity service332-8831-500.35-14685.68REQUEST 011519Electricity service333-8831-500.35-14159.05REQUEST 011519Electricity service334-8831-500.35-141.05REQUEST 011519Electricity service335-8831-500.35-1487.14REQUEST 011519Electricity service336-8831-500.35-1420.88REQUEST 011519Electricity service337-8831-500.35-14170.74REQUEST 011519Electricity service339-8831-500.35-14122.66REQUEST 011519Electricity service340-8831-500.35-1480.25REQUEST 011519Electricity service341-8831-500.35-14365.40REQUEST 011519Electricity service342-8831-500.35-1411.18REQUEST 011519Electricity service343-8831-500.35-14775.63REQUEST 011519Electricity service345-8831-500.35-141,052.83REQUEST 011519Electricity service346-8831-500.35-14561.863.A.3.aPacket Pg. 35Attachment: Warrant Register January 31, 2019 (Warrants and Disbursements – January 2019) Warrant RegisterCity of San Jacinto1/31/2019Page 25Check NumberCheck DateVendor NameInvoice NumberDescriptionAccount NumberTransactionAmountCheck Total124007...1/18/2019...Southern california edison...REQUEST 011519Electricity service347-8831-500.35-143.2644,693.23...REQUEST 011519Electricity service349-8831-500.35-143.26REQUEST 011519Electricity service350-8831-500.35-145.39REQUEST 011519Electricity service351-8831-500.35-1490.90REQUEST 011519Electricity service352-8831-500.35-146.75REQUEST 011519Electricity service354-8831-500.35-1413.85REQUEST 011519Electricity service357-8831-500.35-146.62REQUEST 011519Electricity service359-8831-500.35-1430.30REQUEST 011519Electricity service360-8831-500.35-14124.80REQUEST 011519Electricity service362-8831-500.35-14288.40REQUEST 011519Electricity service365-8831-500.35-1495.47REQUEST 011519Electricity service366-8831-500.35-1439.80REQUEST 011519Electricity service367-8831-500.35-14106.75REQUEST 011519Electricity service368-8831-500.35-1429.28REQUEST 011519Electricity service369-8831-500.35-1417.21REQUEST 011519Electricity service371-8831-500.35-144.01REQUEST 011519Electricity service373-8831-500.35-1418.77REQUEST 011519Electricity service374-8831-500.35-147.01REQUEST 011519Electricity service375-8831-500.35-1431.34REQUEST 011519Electricity service376-8831-500.35-1428.82REQUEST 011519Electricity service385-8831-500.35-1436.75REQUEST 011519Electricity service389-8831-500.35-1410.55REQUEST 011519Electricity service390-8831-500.35-1427.20REQUEST 011519Electricity service391-8831-500.35-1430.03REQUEST 011519Electricity service304-8831-500.35-141.80REQUEST 011519Electricity service308-8831-500.35-148.98REQUEST 011519Electricity service310-8831-500.35-140.77REQUEST 011519Electricity service318-8831-500.35-144.79REQUEST 011519Electricity service319-8832-500.35-1413.98REQUEST 011519Electricity service324-8831-500.35-144.79REQUEST 011519Electricity service327-8831-500.35-147.44REQUEST 011519Electricity service330-8831-500.35-1412.523.A.3.aPacket Pg. 36Attachment: Warrant Register January 31, 2019 (Warrants and Disbursements – January 2019) Warrant RegisterCity of San Jacinto1/31/2019Page 26Check NumberCheck DateVendor NameInvoice NumberDescriptionAccount NumberTransactionAmountCheck Total124007...1/18/2019...Southern california edison...REQUEST 011519Electricity service333-8831-500.35-140.4544,693.23...REQUEST 011519Electricity service334-8831-500.35-140.28REQUEST 011519Electricity service335-8831-500.35-140.32REQUEST 011519Electricity service336-8831-500.35-140.36REQUEST 011519Electricity service337-8831-500.35-140.20REQUEST 011519Electricity service339-8831-500.35-140.40REQUEST 011519Electricity service340-8831-500.35-148.98REQUEST 011519Electricity service342-8831-500.35-140.16REQUEST 011519Electricity service346-8831-500.35-148.98REQUEST 011519Electricity service350-8831-500.35-147.44REQUEST 011519Electricity service351-8831-500.35-1430.62REQUEST 011519Electricity service357-8831-500.35-148.98REQUEST 011519Electricity service359-8831-500.35-1432.85REQUEST 011519Electricity service366-8831-500.35-1412.52REQUEST 011519Electricity service372-8831-500.35-144.79REQUEST 011519Electricity service374-8831-500.35-1412.52REQUEST 011519Electricity service376-8831-500.35-147.44REQUEST 011519Electricity service383-8831-500.35-144.791240081/18/2019State farm insuranceREQUEST 010819Surety bond / a. walton010-1110-411.30-9050.0050.001240091/18/2019Sullens, prestonREQUEST 010819Reimburse tuition expense010-2500-425.31-201,767.501,767.501240101/18/2019Time warner cable -city hall acct066798501010119Service january 2019017-2290-418.34-20627.68627.681240111/18/2019Utz, russellREQUEST 011019Meal per diem010-1100-411.31-20105.00105.001240121/18/2019Walton, angelaREQUEST 011019Reimburse uber fare010-1110-411.31-2035.2135.211240131/25/2019Abm janitorial services13353358Janitorial srvc jan 2019010-3100-431.34-052,260.282,260.281240141/25/2019Albert a. webb associates, inc.184869Services thru 10/27/2018199-9999-425.40-018,254.3923,590.14184972Services thru 10/27/2018199-9999-425.40-012,135.00186123Services thru 12/29/2018199-9999-425.40-0111,593.25185997Services thru 12/29/2018199-9999-425.40-01487.50186255Services thru 12/29/2018199-9999-425.40-011,120.001240151/25/2019American forensic nurses, inc.716411 blood draw010-3100-431.34-0546.7046.701240161/25/2019Anady's trophies, inc.1090464 name plates010-1100-411.21-10215.33244.693.A.3.aPacket Pg. 37Attachment: Warrant Register January 31, 2019 (Warrants and Disbursements – January 2019) Warrant RegisterCity of San Jacinto1/31/2019Page 27Check NumberCheck DateVendor NameInvoice NumberDescriptionAccount NumberTransactionAmountCheck Total124016...1/25/2019...Anady's trophies, inc....1090873 name tags010-1100-411.21-1029.36244.69...1240171/25/2019Anderson golf carts01142019Service battery charger050-9000-450.33-50196.48196.481240181/25/2019Applied earthworks inc.3869-07Services thru 11/30/2018199-9999-425.40-01431.64821.163869-08Services thru 12/31/2018199-9999-425.40-01389.521240191/25/2019Aramark uniform1450448923Uniform service010-7101-410.21-355.08406.831450448923Uniform service010-7100-410.21-3515.241450448924Floor mat service050-1400-414.34-059.811450448924Floor mat service010-4200-410.34-0516.621450448925Uniform service010-4150-410.21-3516.451450448926Uniform service010-4140-410.21-3515.301450448926Uniform service055-4170-450.21-3520.321450448926Uniform service050-9000-450.21-3536.791450460748Uniform service010-7101-410.21-355.081450460748Uniform service010-7100-410.21-3515.241450460749Floor mat service050-1400-414.34-059.811450460749Floor mat service010-4200-410.34-0516.621450460750Uniform service010-4150-410.21-3516.451450460751Uniform service010-4140-410.21-3515.301450460751Uniform service055-4170-450.21-3520.321450460751Uniform service050-9000-450.21-3536.791450472556Uniform service010-7101-410.21-355.081450472556Uniform service010-7100-410.21-3515.241450472557Floor mat service050-1400-414.34-059.811450472557Floor mat service010-4200-410.34-0516.621450472558Uniform service010-4150-410.21-3516.451450472559Uniform service010-4140-410.21-3515.301450472559Uniform service055-4170-450.21-3520.321450472559Uniform service050-9000-450.21-3536.791240201/25/2019Arrow printing, inc.183621,250 business cards010-1100-411.36-10193.95378.20183641,ooo penalty notice tags050-9000-450.36-10184.251240211/25/2019Ascap100005151943License fee jan-dec 2019010-2500-425.31-25357.00357.001240221/25/2019B & w pipe & supply9999610" valve green cover338-8831-500.21-1243.0743.073.A.3.aPacket Pg. 38Attachment: Warrant Register January 31, 2019 (Warrants and Disbursements – January 2019) Warrant RegisterCity of San Jacinto1/31/2019Page 28Check NumberCheck DateVendor NameInvoice NumberDescriptionAccount NumberTransactionAmountCheck Total1240231/25/2019Babcock laboratories, inc.BA90097-0278Coliforms p/a by mmo/mug050-9000-450.30-9014.00934.00BA90706-0278Haloacetic acid,trihalome050-9000-450.30-90780.00BA90767-0278Coliforms p/a by mmo/mug050-9000-450.30-9070.00BA91057-0278Coliforms p/a by mmo/mug050-9000-450.30-9070.001240241/25/2019Bcc benefit coordinators corp5529Premium feb 2019085-0000-202.21-463,132.013,330.475529Employee supplemt feb'19085-0000-202.21-52198.461240251/25/2019California dept of tax & fee adminREQUEST 011719Sales & use tax010-0000-201.20-451,454.561,455.00REQUEST 011719Sales & use tax010-2500-425.21-100.441240261/25/2019California dept of tax & fee adminREQUEST 011719Electrical energy surchg048-0000-203.22-1011,082.7611,082.761240271/25/2019Calpers supplemental income plansREQUEST 0122191/17/19, sip # 452544085-0000-202.21-292,709.663,142.11REQUEST 012219Pers repaymt sip # 452544085-0000-202.21-28432.451240281/25/2019Canvass communities, llcREQUEST 011419Reimburse travel expenses010-9600-960.30-901,642.311,642.311240291/25/2019Carr, markREQUEST 011719Reimburse mileage102-1400-500.31-2095.1295.121240301/25/2019Central county united wayREQUEST 011719Employee contrib jan 2018085-0000-202.21-8054.0054.001240311/25/2019Chacon, joeREQUEST 010819Reimb hospital expense010-2500-425.11-901,000.001,000.001240321/25/2019Circle of safe-t, inc.751Pediatric acute exam010-3100-431.30-90700.00700.001240331/25/2019City national bank12152018Solar water system050-8800-450.60-1069,158.17133,221.4112152018Solar water system050-8800-450.60-1564,063.241240341/25/2019Cr&r incorporated29-0020120 0-01Service 1/1 - 3/31/2019010-6500-425.33-4076.3876.381240351/25/2019D.m.c. tree care1580Removed 1 sycamore010-4140-410.34-05450.004,650.001581Removed tamarisks010-4150-410.34-05650.001582Removed 2 sumacs,2 alders346-8831-500.34-05900.001583Prune 14 pepper trees346-8831-500.34-052,650.001240361/25/2019Dangelo co inc.S1357068.001Pipe, tape measure, misc.327-8831-500.34-05445.922,139.05S1357175.0018" romac extended range327-8831-500.34-051,693.131240371/25/2019Dave's hauling122019 ABasin clean up345-8831-500.34-05150.001,250.00122019 BClean up after wind storm338-8831-500.34-05150.00132019 ABasin clean up308-8831-500.34-05100.00132019 BBasin clean up326-8831-500.34-05100.00132019 CBasin clean up326-8831-500.34-05200.00182019Basin clean up345-8831-500.34-05200.003.A.3.aPacket Pg. 39Attachment: Warrant Register January 31, 2019 (Warrants and Disbursements – January 2019) Warrant RegisterCity of San Jacinto1/31/2019Page 29Check NumberCheck DateVendor NameInvoice NumberDescriptionAccount NumberTransactionAmountCheck Total124037...1/25/2019...Dave's hauling...192019Basin clean up301-8831-500.34-05200.001,250.00...1102019Basin clean up307-8831-500.34-05150.001240381/25/2019Elite customs constructionEC-VLVECHK17Irrigation valve checks308-8831-500.34-05546.0019,905.00EC-VLVECHK17Irrigation valve checks313-8831-500.34-05354.00EC-VLVECHK17Irrigation valve checks321-8831-500.34-05246.00EC-VLVECHK17Irrigation valve checks323-8831-500.34-0560.00EC-VLVECHK17Irrigation valve checks326-8831-500.34-05516.00EC-VLVECHK17Irrigation valve checks332-8831-500.34-05270.00EC-VLVECHK17Irrigation valve checks343-8831-500.34-05390.00EC-VLVECHK17Irrigation valve checks345-8831-500.34-05582.00EC-VLVECHK17Irrigation valve checks346-8831-500.34-05270.00EC-VLVECHK17Irrigation valve checks362-8831-500.34-05168.00EC-Z8IR17Irrigation repairs308-8831-500.34-05224.00EC-Z13IR17Irrigation repairs313-8831-500.34-05135.00EC-Z21IRR17Irrigation repairs321-8831-500.34-05199.00EC-Z23IR17Irrigation repairs323-8831-500.34-0524.00EC-Z26IR17Irrigation repairs326-8831-500.34-05394.00EC-Z32IR17Irrigation repairs332-8831-500.34-05120.00EC-Z43IR17Irrigation repairs343-8831-500.34-05358.00EC-Z45IR17Irrigation repairs345-8831-500.34-05388.00EC-Z46IR17Irrigation repairs346-8831-500.34-05203.00EC-Z62IR17Irrigation repairs362-8831-500.34-0538.00EC-LDSC17Maintenance december 2018308-8831-500.34-051,790.00EC-LDSC17Maintenance december 2018313-8831-500.34-051,690.00EC-LDSC17Maintenance december 2018321-8831-500.34-051,000.00EC-LDSC17Maintenance december 2018323-8831-500.34-05200.00EC-LDSC17Maintenance december 2018326-8831-500.34-052,050.00EC-LDSC17Maintenance december 2018332-8831-500.34-051,300.00EC-LDSC17Maintenance december 2018343-8831-500.34-053,100.00EC-LDSC17Maintenance december 2018345-8831-500.34-052,000.00EC-LDSC17Maintenance december 2018346-8831-500.34-05730.00EC-LDSC17Maintenance december 2018362-8831-500.34-05320.003.A.3.aPacket Pg. 40Attachment: Warrant Register January 31, 2019 (Warrants and Disbursements – January 2019) Warrant RegisterCity of San Jacinto1/31/2019Page 30Check NumberCheck DateVendor NameInvoice NumberDescriptionAccount NumberTransactionAmountCheck Total124038...1/25/2019...Elite customs construction...EC-LDSC17Maintenance december 2018364-8831-500.34-05240.0019,905.00...1240391/25/2019Engineering resources of southern51586Services thru 11/25/2018199-9999-425.40-01636.00636.001240401/25/2019Esgil corporation0054616-INPlan review services011-3300-431.30-906,220.236,220.231240411/25/2019Ez sunnyday landscape1154Irrigation repairs025-7250-410.34-05141.001,470.001155Irrigation repairs320-8831-500.34-05324.001158Irrigation repairs301-8831-500.34-05150.001153Irrigation repairs376-8831-500.34-05841.001159Irrigation repairs317-8831-500.34-0514.001240421/25/2019Frontier communicationsREQUEST 012219Telephone service010-2500-425.35-16106.20212.02REQUEST 012219Telephone service050-9000-450.35-16105.821240431/25/2019Granicus, llc (inc.)105024Iqm2 agenda & minutes017-2290-418.34-0510,368.0010,368.001240441/25/2019Haaker equipment company, inc.C48310Roller weldment055-4170-450.33-30326.47326.471240451/25/2019Hartford life insurance companiesREQUEST 0117191/17/2019, group # 109947085-0000-202.21-291,200.001,200.001240461/25/2019Hemet valley tool, inc.132686Honda air filter,unit 311055-4170-450.33-5013.95805.08132943Labor, belt, filter kit050-9000-450.21-80144.68132968Husqvarna chainsaw010-7100-410.21-80646.451240471/25/2019Holmes, michelleREQUEST 012219Reimburse mileage010-1400-414.31-2095.1295.121240481/25/2019Home depot credit services6013743Weed & grass killer034-3200-431.33-1061.91245.6545909462 key cabinets, signs010-4150-410.21-1285.903014357Locking mailbox034-3200-431.33-1097.841240491/25/2019Icma retirement trustREQUEST 0117191/17/19, group # 300434085-0000-202.21-293,330.003,330.001240501/25/2019Infosend inc.147170Data process/mail prep050-1400-414.34-051,282.932,565.86147170Data process/mail prep055-1400-414.34-051,282.931240511/25/2019Jim's backflow service010619-DRUDGINGBackflow test025-7100-410.34-0550.003,068.61010619-MISTLETOBackflow test025-7100-410.34-0550.00010919-RIL&PLACBackflow device repair326-8831-500.34-05161.412000Install bckflow devi cage025-7100-410.34-051,398.602001Install bckflow devi cage025-7100-410.34-051,408.601240521/25/2019Johnson, robREQUEST 010919Reimburse h/d/v expense010-2500-425.11-90135.28135.281240531/25/2019Karl's tractor service5492Weed abatement service010-7100-410.34-05350.00350.001240541/25/2019Layne christensen company,inc.92094402Install pumping equipment050-9000-450.33-30172,528.89172,528.893.A.3.aPacket Pg. 41Attachment: Warrant Register January 31, 2019 (Warrants and Disbursements – January 2019) Warrant RegisterCity of San Jacinto1/31/2019Page 31Check NumberCheck DateVendor NameInvoice NumberDescriptionAccount NumberTransactionAmountCheck Total1240551/25/2019Lynn merrill and associates, inc.NUMBER FY 19-6Services december 2018010-4140-410.34-06613.80613.801240561/25/2019Maintenance superintendents assoc.REQUEST 011419Traff cntl/flag,v.vasquez010-7100-410.31-2075.00225.00REQUEST 011419Traff cntl/flag,d.astorga010-4150-410.31-2075.00REQUEST 011419Traff cntl/flag,j.villarr010-4150-410.31-2075.001240571/25/2019Mccombs, julieREQUEST 011419Reimburse h/d/v expense010-2500-425.11-90105.00105.001240581/25/2019Mckenna lanier group, inc2018 SJ211Services aug/sept/oct'18011-1700-417.30-901,050.0011,737.502019 SJ001Services november 2018011-1700-417.30-905,493.752019 SJ002Services december 2018011-1700-417.30-905,193.751240591/25/2019Monarch landscape llc, inc.1068Change water filters325-8831-500.34-0590.005,699.001068Change water filters341-8831-500.34-0545.001068Change water filters353-8831-500.34-0545.001068Change water filters355-8831-500.34-0545.001069Irrigation checks303-8831-500.34-05204.001070Irrigation checks,repairs307-8831-500.34-05306.001071Irrigation checks,repairs353-8831-500.34-05125.001072Irrigation checks,repairs355-8831-500.34-05167.001073Irrigation checks,repairs338-8831-500.34-05570.001074Irrigation checks,repairs329-8831-500.34-05929.001075Irrigation checks,repairs311-8831-500.34-05728.001076Irrigation checks,repairs327-8831-500.34-05539.001077Irrigation checks,repairs325-8831-500.34-05580.001078Irrigation checks,repairs341-8831-500.34-05367.001079Irrigation checks,repairs305-8831-500.34-05297.001080Irrigation checks,repairs306-8831-500.34-05278.001081Irrigation checks,repairs025-7100-410.34-05384.001240601/25/2019Mullen, arthurREQUEST 011419Reimburse h/d/v expense010-2500-425.11-90105.08105.081240611/25/2019Multi w systems, inc.31930149Sewer lift station pump055-4170-450.33-305,196.365,196.361240621/25/2019National safety compliance, inc.76186Epn reports december '18010-4200-410.34-054.0044.0076186Epn reports december '18050-9000-450.34-0516.0076186Epn reports december '18055-4170-450.34-058.0076186Epn reports december '18010-1110-411.34-054.0076186Epn reports december '18102-1400-500.34-054.003.A.3.aPacket Pg. 42Attachment: Warrant Register January 31, 2019 (Warrants and Disbursements – January 2019) Warrant RegisterCity of San Jacinto1/31/2019Page 32Check NumberCheck DateVendor NameInvoice NumberDescriptionAccount NumberTransactionAmountCheck Total124062...1/25/2019...National safety compliance, inc....76186Epn reports december 2018010-7100-410.34-058.0044.00...1240631/25/2019O'reilly auto parts,inc.5531-294886Wiper blades unit 311055-4170-450.33-5026.0662.685531-296386Motor oil unit 301050-9000-450.33-5036.621240641/25/2019Plumbers depot, inc.PD-40505Sewer hose 1" x 700 ft055-4170-450.21-122,228.292,228.291240651/25/2019Pro care landscape services, inc25416Rodent service dec 2018343-8831-500.34-05290.002,960.0025418Rodent service dec 2018308-8831-500.34-05290.0025419Rodent service nov 2018025-7252-410.34-05230.0025420Rodent service nov 2018010-7100-410.34-05160.0025415Rodent removal service341-8831-500.34-05170.0025417Rodent removal service327-8831-500.34-05330.0025417Rodent removal service307-8831-500.34-05450.0025417Rodent removal service338-8831-500.34-05450.0025417Rodent removal service305-8831-500.34-05230.0025417Rodent removal service376-8831-500.34-05360.001240661/25/2019Probity automotive specialists,inc.13771Battery unit 954010-4200-410.33-50159.97159.971240671/25/2019R.a.rispalje construction160R & r led spot lights376-8831-500.34-051,186.503,255.50162Landscape maintenance351-8831-500.34-051,250.00161Step wood replacement025-7100-410.34-05388.50163Replace trees on main st025-7250-410.34-05430.501240681/25/2019Ramirez, andyREQUEST 011519Reimburse h/d/v expense010-2500-425.11-9095.1295.121240691/25/2019Regional government services9251Reimb job posting expense010-1210-412.34-05200.00200.001240701/25/2019Rightway site services, inc.242843Rent/labor 1/8-2/4/2019010-4200-410.34-05345.45345.451240711/25/2019Riverside countyTL0000014444Signal light maint nov'18010-4150-410.32-059,601.829,601.821240721/25/2019Riverside county department of01092019Environmental health srvc010-3320-431.32-05695.69695.691240731/25/2019Riverside county info technologyIT00000025333 apx 7500m dual band024-3100-431.34-05590.97590.971240741/25/2019Rk engineering group, inc.181206Services december 2018199-9999-425.40-01230.00230.001240751/25/2019Rodriguez, deborahREQUEST 011019Reimb h/d/v/hp expense010-2500-425.11-903,850.003,850.001240761/25/2019Rogers,anderson,malody & scott, llp59653Audit service dec 2018010-1400-414.30-907,010.007,010.001240771/25/2019Row traffic safety inc161958 cone signs055-4170-450.21-1286.03133.33162112 safety class 2 vests010-4140-410.21-3547.301240781/25/2019South coast air quality mgmt dist3384449Annual renewal fee050-9000-450.30-90406.79538.583.A.3.aPacket Pg. 43Attachment: Warrant Register January 31, 2019 (Warrants and Disbursements – January 2019) Warrant RegisterCity of San Jacinto1/31/2019Page 33Check NumberCheck DateVendor NameInvoice NumberDescriptionAccount NumberTransactionAmountCheck Total124078...1/25/2019...South coast air quality mgmt dist...3387164Emissions fee050-9000-450.30-90131.79538.58...1240791/25/2019Southern california edisonREQUEST 012219Electricity service010-4150-410.35-1422.00984.83REQUEST 012219Electricity service050-9000-450.35-14569.70REQUEST 012219Electricity service010-4150-410.35-14335.25REQUEST 012219Electricity service010-4150-410.35-14-0.01REQUEST 012219Electricity service347-8831-500.35-145.90REQUEST 012219Electricity service360-8831-500.35-1415.32REQUEST 012219Electricity service347-8831-500.35-1414.85REQUEST 012219Electricity service360-8831-500.35-1421.821240801/25/2019Staples business advantage, inc.3400354357Credit for return010-1110-411.21-10-38.18449.403401212552Office supplies010-2500-425.21-10398.523401212552Office supplies010-1400-414.21-1069.083401212553Office supplies010-2500-425.21-1019.981240811/25/2019Star auto parts213309Turn signals,brake lights010-7100-410.33-5056.87102.08213246Bug cleaner, dex-cool010-4150-410.33-5018.29213371Wiper blades010-2500-425.33-5016.14213373Wiper blades010-2500-425.33-5010.781240821/25/2019State of california dept of justice346824Analysis august 2018010-3100-431.34-0535.0067.00349260Fingerprint dec 2018010-1210-412.30-9032.001240831/25/2019State water resources control boardLW-1020656Water system fees050-9000-450.30-908,036.008,036.001240841/25/2019Stc traffic, inc.3152Services november 2018065-0000-211.21-011,612.501,612.501240851/25/2019Steno solutions, inc.4317613 reports december 2018010-3100-431.34-05142.65142.651240861/25/2019Stetson engineers inc.1935-1503Services november 2018055-4170-450.34-0515,274.4015,274.401240871/25/2019Time warner cable0055371010219Service 1/10 - 2/9/2019010-3100-431.34-05261.66261.661240881/25/2019Tony's tires010220192 new tires unit 601010-4140-410.33-50271.53753.02010720192 new tires unit 500010-4140-410.33-50363.49010920192 new tires golf cart #31050-9000-450.33-50118.001240891/25/2019U.s. healthworks medical group, pc3457345-CAHep b vaccine010-1210-412.30-90200.00200.001240901/25/2019Underground service alert1220180667New tickets december 2018050-9000-450.34-0597.4597.451240911/25/2019Usa blue book7746841 gal tracing dye010-4140-410.21-12120.19120.191240921/25/2019Voyager fleet systems, inc.869158709852Fleet fuel050-9000-450.21-70369.011,635.173.A.3.aPacket Pg. 44Attachment: Warrant Register January 31, 2019 (Warrants and Disbursements – January 2019) Warrant RegisterCity of San Jacinto1/31/2019Page 34Check NumberCheck DateVendor NameInvoice NumberDescriptionAccount NumberTransactionAmountCheck Total124092...1/25/2019...Voyager fleet systems, inc....869158709852Fleet fuel055-4170-450.21-70728.271,635.17...869158709852Fleet fuel010-4150-410.21-70230.63869158709852Fleet fuel010-4140-410.21-70241.59869158709852Fleet fuel024-3100-431.21-7065.671240931/25/2019West coast arborists, inc143999South channel prune/remvl025-7252-410.34-058,640.008,640.001240941/25/2019Windstream (formerly paetec)70827468Communication serivce010-3100-431.35-161,249.071,249.071240951/25/2019Xerox financial services1473961Copier lease 1/5 - 2/4/19010-4200-410.34-05420.23420.231240961/25/2019Yarnall, reneREQUEST 011619Reimburse h/d/v expense010-2500-425.11-90438.64438.64Total Checks 1,047,508.153.A.3.aPacket Pg. 45Attachment: Warrant Register January 31, 2019 (Warrants and Disbursements – January 2019) CITY OF SAN JACINTOELECTRONIC FUNDS TRANSFER REPORTJanuary 1-31, 2019DATE PAYEE AMOUNT REASON1/3/2019 CalPERS311.46 Health Premium1/8/2019 CalPERS 22,936.66 Retirement Contributions1/14/2019 Hasler Advance 2,000.00 Postage1/16/2019 CalPERS 12,698.52 Replacement Benefit Contributions1/18/2019 Paymentus 3,274.00 Payment Process Transaction fees for December 20181/23/2019 CalPERS 23,396.36 Retirement Contributions1/23/2019 Direct Energy Business Mkting 318,610.84 SJ Power - Energy Purchase1/23/2019 Direct Energy Business Mkting 13,490.00 SJ Power - Energy Purchase1/23/2019 High Desert Power Project 15,000.00 SJ Power - Energy Purchase1/23/2019 City of Lancaster 80,124.00 SJ Power - Energy Purchase & Admin1/23/2019 City of San Jacinto 334.87 Net Energy Metering Cash Out1/30/2019 Union Bank 148,487.88 Debt Service - 2005 RDA TABs640,664.59 3.A.3.aPacket Pg. 46Attachment: Warrant Register January 31, 2019 (Warrants and Disbursements – January 2019) February 19, 2019 TO: City Council REQUESTED BY: Tom Prill, Finance Director APPROVED BY: Robert A. Johnson, City Manager SUBJECT: Independent Accountants’ Report on Agreed-Upon Procedures Applied to Appropriations Limit Worksheets RECOMMENDATION: Staff recommends that the City Council receive and file the Independent Accountants’ Report on Agreed-Upon Procedures Applied to Appropriations Limit Worksheets for the year ended June 30, 2018. BACKGROUND: The City of San Jacinto performs an annual Appropriations Limit calculation, as required by Article XIII-B of the California Constitution. This calculation is approved by the City Council as a resolution annually, usually as a part of the budgeting process. The accounting firm of Rogers, Anderson, Malody & Scott, LLP applied agreed-upon procedures to the calculation for the year ended June 30, 2018. DISCUSSION: Acceptance of the report is formal public notification that an annual review of the calculation was completed and the subsequent report was presented to the City Council. FISCAL IMPACT: This action has no fiscal impact. ATTACHMENTS: 2018 City of San Jacinto GANN Limit AUP - final 3.A.4 Packet Pg. 47 3.A.4.a Packet Pg. 48 Attachment: 2018 City of San Jacinto GANN Limit AUP - final (Independent Accountants’ Report on Agreed-Upon Procedures Applied to 3.A.4.a Packet Pg. 49 Attachment: 2018 City of San Jacinto GANN Limit AUP - final (Independent Accountants’ Report on Agreed-Upon Procedures Applied to 3.A.4.a Packet Pg. 50 Attachment: 2018 City of San Jacinto GANN Limit AUP - final (Independent Accountants’ Report on Agreed-Upon Procedures Applied to February 19, 2019 TO: City Council REQUESTED BY: Travis Randel, Community Development Director APPROVED BY: Robert A. Johnson, City Manager SUBJECT: Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC RECOMMENDATION: Staff recommends that the City Council: 1. DETERMINE that the project was adequately analyzed in an earlier adopted mitigated negative declaration for the Conditional Use Permit. Moreover, a subsequent mitigated negative declaration is not required, because there are no changed circumstances pursuant to Section 15162. 2. INTRODUCE Ordinance No. 19-06 for first reading, approving Development Agreement No. 18-1 based upon the Planning Commission’s recommendation. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SAN JACINTO, CALIFORNIA APPROVING A DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF SAN JACINTO AND SRC, LP AND SJSA INVESTMENTS, LLC. 3. AUTHORIZE the City Manager to execute a Development Agreement in substantially the form attached hereto, subject to review by the City Attorney. DISCUSSION: On January 29, 2019, after conducting a public hearing, the Planning Commission unanimously approved resolution 19-02 recommending that the City Council approve Development Agreement 18-01. Development Agreement 18-1 is a proposal to enter into a Development Agreement to extend Conditional Use Permit 1-08 for a term of five-years in exchange for a Fee. On August 7, 2008, the City Council approved Conditional Use Permit 1-08, along with Tentative Parcel Map 35888. The CUP was valid for a period of two years, with two one-year extensions granted. Subsequently, the City adopted three Resolutions providing automatic extensions to Commercial Projects that had not been completed. The CUP was set to expire on August 7, 2017. Conditional Use Permit 1-08 is 16.2-acre community shopping center, consisting of two-phases and approximately 138,991 square feet of commercial space located at the southwest corner of Sanderson and Cottonwood Avenues. Phase I consists of a CVS Pharmacy and Shell Services 4.1 Packet Pg. 51 Station, both of which are built, and one vacant pad space. Phase II is the remainder of the center, which envisions two major retails, restaurants, and drive through restaurants and bank. To prepare for and encourage new development in the coming years, staff is recommending that the City enter into Development Agreements (similar to those executed for Tentative Tract Maps) to provide an additional five-year extension for the Conditional Use Permit, with the provision for one, two-year extension. The Development agreement will extend Conditional Use Permit 1-08 for five years, to provide additional time to development project. The project, when built, will provide additional retail opportunities for the City. The Development Agreement would have a positive fiscal impact for the City with added retail and services for area residents and a Development Agreement Fee paid to the City. The Development Agreement Fee will be in the amount of $0.25 per gross building square foot, paid at issuance of a Certificate of Occupancy, which will be deposited in the City’s General Fund account. If a two-year extension is granted, the Development Agreement Fee will increase to $0.40. Development Agreement 18-1 has been prepared in accordance with the rules and regulations for the review and processing of Development Agreement requests in the City. The proposed development complies with the City’s General Plan. Pursuant to Section 65864, et. seq., of the California Government Code, the City of San Jacinto is authorized to enter into Development Agreements with persons having legal or equitable interests in real property for the development of such property. ENVIRONMENTAL ANALYSIS: The project was adequately analyzed in earlier an adopted mitigated negative declaration for the Conditional Use Permit. Moreover, a subsequent mitigated negative declaration is not required, because there are no changed circumstances pursuant to Section 15162. FISCAL IMPACT: The City’s General Fund will receive a DA Fee of approximately $30 ,000/$0.25 per gross building square foot if built within the DA term. In addition, the City would see an increase in retail sales tax. ATTACHMENTS: Ordinance 19-06 Development Agreement Planning Commission Staff Report - 01-29-19 4.1 Packet Pg. 52 STATE OF CALIFORNIA ) ORDINANCE NO. 19-06 COUNTY OF RIVERSIDE ) ss CITY OF SAN JACINTO ) AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SAN JACINTO, CALIFORNIA, ADOPTING DEVELOPMENT AGREEMENT NO. 18-1 BETWEEN THE CITY OF SAN JACINTO AND SRC, LP AND SJSA INVESTMENTS, LLC WHEREAS, pursuant to Section 65864, et seq., of the California Government Code, the City of San Jacinto (“City”) is authorized to enter into development agreements with persons having legal or equitable interests in real property for the development of such property; and WHEREAS, SRC, LP and SJSA Investments, LLC (“Owners”) are the owners of properties entitled with CUP 1-08 with respect to the Development Agreement; and WHEREAS, City and Owner now seek to enter into Development Agreement 18-1 attached hereto as Exhibit “A;” and WHEREAS, the project covered under the Development Agreement generally consists of the vacant properties entitled under CUP 1-08, a 16.2-acre shopping center (“Project”), located at the southwest corner of Sanderson and Cottonwood Avenues and the purpose of Development Agreement is to extend the Conditional Use Permit for a period of five years; and WHEREAS, Chapter 17.610 of the City’s Development Code sets forth the City’s requirements for development agreements, and amendments and extensions thereof; and WHEREAS, the Development Agreement is in accordance with Chapter 17.610 of the Development Code; and WHEREAS, the Development Agreement as proposed, includes a Development Agreement Fee to be paid by Owner to the City under the Development Agreement; and WHEREAS, the Development Agreement will eliminate uncertainty in planning and provide for the orderly development of the Property, ensure progressive installation of necessary improvements, provide fo r public services appropriate to the development of the Project, and generally serve the purposes for which development agreements under Sections 65864 et seq. of the Government Code are intended; and WHEREAS, the project has been adequately analyzed in an earlier adopted mitigated negative declaration and a subsequent mitigated negative declaration is not required, because there are no changed circumstances pursuant to Section 15162 of the California Environmental Quality Act; and 4.1.a Packet Pg. 53 Attachment: Ordinance 19-06 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 2 WHEREAS, on January 29, 2019, the Planning Commission of the City of San Jacinto (“Planning Commission”) conducted a duly noticed public hearing on Development Agreement 18-1, at which time all persons wishing to testify in connection with Development Agreement 18-1 were heard and Development Agreement 18-1 was comprehensively reviewed; and WHEREAS, on February 19, 2019, pursuant to CEQA and in accordance with the recommendation of the Planning Commission for the City of San Jacinto (the “Planning Commission”), the City Council has determined that it can be seen with certainty that the approval of the Development Agreement is not likely to have any effect on the environment, and therefore further review is not necessary under CEQA and the CEQA Guidelines; and WHEREAS, on February 19, 2019, the San Jacinto City Council conducted a duly noticed public hearing concerning the Development Agreement, at which time all persons wishing to do so had an opportunity to provide testimony regarding the Development Agreement, and at which time the City Council thoroughly reviewed the Development Agreement; and THE CITY COUNCIL OF THE CITY OF SAN JACINTO DOES HEREBY ORDAIN AS FOLLOWS: Section 1. Incorporation of Recitals. The Recitals set forth above are incorporated herein and made an operative part of this Ordinance as though fully set forth herein. Section 2. Findings. Based on the entire record before the City Council, all written and oral evidence presented to the City Council, and the findings set forth in this Ordinance, the City Council adopts this Ordinance and approves Development Agreement 18-2 based upon the following findings: A. That the Development Agreement aids in the continued and consistent implementation of the Conditional Use Permit, provides a financial benefit to the City in the form of the Development Agreement Fee (as that term is defined in the Development Agreement), and is therefore in the best interest of the City. B. That Development Agreement 18-1 is consistent with the City’s General Plan and will allow the Owner to complete the Project in a manner which the City Council previously found to be consistent with the City’s General Plan, and as recommend by the Planning Commission, the City Council finds continues to be consistent therewith. 4.1.a Packet Pg. 54 Attachment: Ordinance 19-06 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 3 C. That the Development Agreement 18-1 promotes the public health, safety and welfare of the community because it will permit and encourage the development of commercial retail uses in accordance with the approved Conditional Use Permit and will allow for the most efficient and logical development of the real property governed by the Development Agreement in the City. D. That the Project is covered under the Conditional Use Permit, which provides for a range of commercial and retail development, is therefore compatible with the uses authorized in, and the regulations prescribed for, the zone in which the real property subject to the Development Agreement is located, and will not adversely affect the orderly development of property or t he preservation of property values. E. The Development Agreement is consistent with the following General Plan Land Use Element goals and policies, and will further important and officially recognized City wide goals and policies, by allowing the Owner to develop the Project under the terms of the Development Agreement: (i) Land Use Element No. 4 – Manage and Direct Growth – This Land Use Element encourages development consistent with the zoning of the property and provides for adequate levels of public services and facilities to be provided for the new development. F. That Development Agreement 18-1 will provide the City with important, tangible benefits including the Development Agreement Fee provided for in the Agreement, and development of the Conditional Use Permit. Section 3. Adoption of Development Agreement 18-1. Based on the entire record before the City Council, all written and oral evidence presented to the City Council, and the findings set forth in this Ordinance, the City Council hereby adopts Development Agreement 18-1, as set forth in Exhibit “A”. Section 4. CEQA. The City Council has reviewed the Project pursuant to CEQA and in accordance with the recommendation of the Planning Commission for the City of San Jacinto, the City Council has determined that the Project has been adequately analyzed in an earlier adopted mitigated negative declaration, and a subsequent mitigated negative declaration is not required because there are no changed circumstances pursuant to Section 15162. Further, it can be seen with certainty that the approval of the Development Agreement is not likely to have any effect on the environment, and 4.1.a Packet Pg. 55 Attachment: Ordinance 19-06 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 4 therefore further review is not necessary under CEQA and the CEQA Guidelines. Section 5. Notice of Determination. Staff is directed to file a Notice of Determination with the Riverside County Recorder’s Office within five (5) working days of adoption of this Ordinance. Section 6. Custodian of Records. The documents and materials that constitute the record of proceedings on which these findings are based are located at the City Clerk’s office located at 595 S. San Jacinto Avenue, San Jacinto, CA 92583. The custodian for these records is the City Clerk. Section 7. Severability. If any provision of this Ordinance or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Ordinance which can be given effect without the invalid provision or application, and to this end the provisions of this Ordinance are severable. The City Council hereby declares that it would have adopted this Ordinance irrespective of the invalidity of any particular portion thereof. Section 8. Effective Date. This Ordinance shall become effective thirty (30) days following its adoption. Section 9. Publication. The City Clerk shall certify to the adoption of this Ordinance and cause it, or a summary of it, to be published once within 15 days of adoption in a newspaper of general circulation printed and published within the City of San Jacinto, and shall post a certified copy of this Ordinance, including the vote for and against the same, in the Office of the City Clerk in accordance with Government Code § 36933. Introduced at a regular meeting of the City Council on the 19th day of February 2019. 4.1.a Packet Pg. 56 Attachment: Ordinance 19-06 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 5 ORDINANCE NO. PASSED, APPROVED AND ADOPTED at a regular meeting of the City Council on the 5th day of March 2019, by the following vote: AYES: NAYS: ABSENT: ABSTAIN: CITY OF SAN JACINTO: _______________________ Russell Utz, Mayor ATTEST: _____________________ Angela Walton, City Clerk APPROVED AS TO FORM: BEST BEST & KRIEGER LLP __________________________ Michael J. Maurer, City Attorney 4.1.a Packet Pg. 57 Attachment: Ordinance 19-06 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 6 CERTIFICATION State of California ) County of Riverside) ss City of San Jacinto) I, Angela Walton, duly appointed City Clerk of the City of San Jacinto, do hereby certify that the foregoing Ordinance No. 19-06 was introduced at a regular meeting of the City Council of the City of San Jacinto on the 19th day of February 2019. Ordinance No. 19-06 was passed, approved, and adopted by the City Council of the City of San Jacinto, California, at a regular meeting of the City Council held on the 5th day of March 2019, by the following vote of at least four-fifths of the City Council: AYES: NAYS: ABSENT: ABSTAIN: Witness my hand and seal the 5th day of March 2019. _____________________________ Angela Walton, City Clerk City of San Jacinto 4.1.a Packet Pg. 58 Attachment: Ordinance 19-06 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) EXHIBIT “A” DEVELOPMENT AGREEMENT N0. 18-2 BY AND BETWEEN THE CITY OF SAN JACINTO AND SRC, LP AND SJSA INVESTMENTS, LLC 4.1.a Packet Pg. 59 Attachment: Ordinance 19-06 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) Recorded at request of: ) Clerk, City Council ) City of San Jacinto ) ) When recorded return to: ) City of San Jacinto ) 595 S. San Jacinto Ave. ) San Jacinto, CA 92583 ) Attention: City Clerk ) ) Exempt from Filing Fees, Government Code Section 6103 DEVELOPMENT AGREEMENT NO. 18-1 A DEVELOPMENT AGREEMENT BETWEEN CITY OF SAN JACINTO and SRC, LP A CALIFORNIA LIMITED PARTNERSHIP and SJSA INVESTMENTS, LLC, A NEVADA LIMITED LIABILITY COMPANY 4.1.b Packet Pg. 60 Attachment: Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 2 DEVELOPMENT AGREEMENT NO. 18-1 This Development Agreement (hereinafter “Agreement”) is entered into by and among the City of San Jacinto, a California municipal corporation (hereinafter “CITY”), and SRC, LP, a California limited partnership and SJSA Investments, LLC, a Nevada limited liability company (hereinafter “OWNER”): RECITALS WHEREAS, CITY is authorized to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property, pursuant to Section 65864 et seq. of the Government Code; and WHEREAS, OWNER has requested CITY to enter into a development agreement and proceedings have been taken in accordance with the rules and regulations of CITY; and WHEREAS, by electing to enter into this Agreement, CITY shall bind future City Councils of CITY by the obligations specified herein and limit the future exercise of certain governmental and proprietary powers of CITY; and WHEREAS, the terms and conditions of this Agreement have undergone extensive review by CITY and the City Council and have been found to be fair, just and reasonable; and WHEREAS, the best interests of the citizens of the CITY and the public health, safety and welfare will be served by entering into this Agreement; and WHEREAS, the environmental impacts of the Project and this Agreement, including t he Development Approvals, have previously been properly reviewed and assessed by CITY pursuant to the California Environmental Quality Act, Public Resources Code Section 21000 et seq. (“CEQA”), California Code of Regulations Title 14, Section 15000 et seq. (the “CEQA Guidelines”) and the CITY’s local CEQA guidelines; and WHEREAS, on January 29, 2019, the City of San Jacinto Planning Commission conducted a duly noticed public hearing concerning this Agreement, at which time all persons wishing to do so had an opportunity to provide testimony regarding this Agreement, and at which time the Planning Commission thoroughly reviewed this Agreement, and thereafter recommended to the City Council of the City of San Jacinto that the City Council approve and adopt thi s Agreement; and WHEREAS, on February 19, 2019, the San Jacinto City Council conducted a duly noticed public hearing concerning this Agreement, at which time all persons wishing to do so had an opportunity to provide testimony regarding this Agreement, and at which time the City Council thoroughly reviewed this Agreement; and WHEREAS, on February 19, 2019, pursuant to CEQA and in accordance with the recommendation of the Planning Commission for the City of San Jacinto (the “Planning Commission”), the City Council has determined that it can be seen with certainty that the approval of this Agreement is not likely to have any effect on the environment, and therefore further review 4.1.b Packet Pg. 61 Attachment: Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 3 is not necessary under CEQA and the CEQA Guidelines; and WHEREAS, on February 19, 2019, following the conclusion of the public hearing and adoption of the Notice of Determination, the City Council conducted the first reading of the ordinance approving and adopting this Agreement, and WHEREAS on March 5, 2019, the City Council conducted a second reading (adoption) of the ordinance approving and adopting this Agreement; and WHEREAS, this Agreement and the Project are consistent with the CITY’s Comprehensive General Plan and any Specific Plan applicable thereto; and WHEREAS, all actions taken and approvals given by CITY have been duly taken or approved in accordance with all applicable legal requirements for notice, public hearings, findings, votes, and other procedural matters; and WHEREAS, development of the Property in accordance with this Agreement will provide substantial benefits to CITY and will further important policies and goals of CITY; and WHEREAS, this Agreement will eliminate uncertainty in planning and provide for the orderly development of the Property, ensure progressive installation of necessary improvements, provide for public services appropriate to the development of the Project, and generally serve the purposes for which development agreements under Sections 65864 et seq. of the Government Code are intended; and WHEREAS, OWNER has incurred and will in the future incur substantial costs in order to assure development of the Property in accordance with this Agreement; and WHEREAS, OWNER has incurred and will in the future incur substantial costs in excess of the generally applicable requirements in order to assure vesting of legal rights to develop the Property in accordance with this Agreement. COVENANTS NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. DEFINITIONS AND EXHIBITS. 1.1 Definitions. The following terms when used in this Agreement shall be defined as follows: 1.1.1 “Agreement” means this Development Agreement. 1.1.2 “CITY” means the City of San Jacinto, a municipal corporation, organized and existing pursuant to the laws of the State of California. 4.1.b Packet Pg. 62 Attachment: Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 4 1.1.3 “City Council” means the duly elected and constituted city council of CITY. 1.1.4 “Dedication Requirement” means any requirement of CITY in connection with or pursuant to any Land Use Regulation or Development Approval for the dedication of land in order to lessen, offset, mitigate or compensate for the impacts of development on the environment or other public interests. 1.1.5 “Development” means the improvement of the Property for the purposes of completing the structures, improvements and facilities comprising the Project including, but not limited to: grading; the construction of infrastructure and public facilities related to the Project whether located within or outside the Property; the construction of buildings and structures; and the installation of landscaping. “Development” does not include the maintenance, repair, reconstruction or redevelopment of any building, structure, improvement or facility after the construction and completion thereof. 1.1.6 “Development Agreement Policies” means those certain development agreement policies approved by CITY pursuant to Resolution No. 2358, adopted on July 18, 2002, as amended. 1.1.7 “Development Approvals” means all permits and other entitlements for use, subject to approval or issuance by CITY in connection with the Development, including, but not limited to: (a) specific plans and specific plan amendments; (b) tentative and final subdivision and parcel maps; (c) conditional use permits, public use permits and plot plans; (d) zoning; and (e) grading and building permits. 1.1.8 “Development Exaction” means any requirement of CITY in connection with or pursuant to any Land Use Regulation or Development Approval for the dedication of land, the construction of improvements or public facilities, or the payment of fees in order to lessen, offset, mitigate or compensate for the impacts of development on the environment or other public interests. 1.1.9 “Development Plan” means the Existing Development Approvals and the Existing Land Use Regulations applicable to development of the Property. 1.1.10 “Effective Date” means the date the ordinance approving this Agreement becomes effective. 1.1.11 “Existing Development Approvals” means all Development Approvals approved or issued prior to the Effective Date. Existing Development Approvals includes the 4.1.b Packet Pg. 63 Attachment: Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 5 Approvals incorporated herein as Exhibit “C” and all other Approvals which are a matter of public record on the Effective Date. 1.1.12 “Existing Land Use Regulations” means all Land Use Regulations in effect on the Effective Date. Existing Land Use Regulations includes the Regulations incorporated herein as Exhibit “D” and all other Regulations which are a matter of public record on the Effective Date. 1.1.13 “Land Use Regulations” means all ordinances, resolutions, codes, rules, regulations and official policies of CITY governing the development and use of land, including, without limitation, the permitted use of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, the provisions for reservation or dedication of land for public purposes, and the design, improvement and construction standards and specifications applicable to the development of the property. “Land Use Regulations” does not include any CITY ordinance, resolution, code, rule, regulation or official policy, governing: (a) the conduct of businesses, professions, and occupations; (b) taxes and assessments; (c) the control and abatement of nuisances; (d) the granting of encroachment permits and the conveyance of rights and interests which provide for the use of or the entry upon public property; and/or (e) the exercise of the power of eminent domain. 1.1.14 “Mortgagee” means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security-device lender, and their successors and assigns. 1.1.15 “OWNER” means the persons and entities listed as OWNER on page 1 of this Agreement and its successor(s) in interest to all or any part of the Property. 1.1.16 “Planning Commission” means the duly appointed and constituted planning commission of CITY. 1.1.17 “Project” means the development of the Property contemplated by the Development Plan as such Development Plan may be further defined, enhanced or modified pursuant to the provisions of this Agreement. 1.1.18 “Property” means the real property described on Exhibit “A” and shown on Exhibit “B” to this Agreement. 1.1.19 “Reservations of Authority” means the rights and authority excepted from the assurances and rights provided to OWNER under this Agreement and reserved to CITY under Section 3.6 of this Agreement. 1.1.20 “Subsequent Development Approvals” means all Development Approvals required subsequent to the Effective Date in connection with the Development. 4.1.b Packet Pg. 64 Attachment: Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 6 1.1.21 “Subsequent Land Use Regulations” means any Land Use Regulations adopted and effective after the Effective Date of this Agreement. 1.1.22 “CUP 1-08” means Conditional Use Permit 1-08, which is one of the Existing Development Approvals and is described in Exhibit “C”. 1.2 Exhibits. The following documents are attached to, and by this reference made a part of, this Agreement: Exhibit “A” — Legal Description of the Property. Exhibit “B” — Map showing Property and its location. Exhibit “C” — Existing Development Approvals. Exhibit “D” — Existing Land Use Regulations. 2. GENERAL PROVISIONS. 2.1 Binding Effect of Agreement. The Property is hereby made subject to this Agreement. Development of the Property is hereby authorized and shall be carried out only in accordance with the terms of this Agreement. 2.2 Ownership of Property. OWNER represents and covenants that it is the OWNER of the fee simple title to the Property or a portion thereof. 2.3 Term. The initial term of this Agreement shall commence on the Effective Date, and shall continue for a period of five (5) years thereafter unless this term is modified or extended pursuant to the provisions of this Agreement. Notwithstanding the foregoing, the term of this Agreement may be extended one (1) time for an additional two (2) years following expiration of the initial term, resulting in a total term of seven (7) years, provided the following have occurred: (a) OWNER provides at least one hundred eighty (180) days’ written notice to CITY prior to the expiration of the initial term; and (b) OWNER is not then in uncured default of this Agreement. The initial term and, if and upon extension, the two-year extended term, shall sometimes be referred to herein collectively as the “Term.” 2.4 Assignment. 2.4.1 Right to Assign. OWNER shall have the right to sell, transfer or assign the Property in whole or in part (provided that no such partial transfer shall violate the Subdivision Map Act, Government Code Section 66410 et seq.) to any person, partnership, joint venture, firm or corporation at any time during the Term; provided, however, that any such sale, transfer or assignment shall include the assignment and assumption of the rights, duties and obligations arising under or from this Agreement and be made in strict compliance with the following conditions precedent: 4.1.b Packet Pg. 65 Attachment: Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 7 (a) No sale, transfer or assignment of any right or interest under this Agreement shall be made unless made together with the sale, transfer or assignment of all or a part of the Property. (b) Concurrent with any such sale, transfer or assignment, or within fifteen (15) business days thereafter, OWNER shall notify CITY, in writing, of such sale, transfer or assignment and shall provide CITY with an executed agreement, in a form reasonably acceptable to CITY, by the purchaser, transferee or assignee and providing therein that the purchaser, transferee or assignee expressly and unconditionally assumes all the duties and obligations of OWNER under this Agreement. Any sale, transfer or assignment not made in strict compliance with the foregoing conditions shall constitute a default by OWNER under this Agreement. Notwithstanding the failure of any purchaser, transferee or assignee to execute the agreement required by Paragraph (b) of this Subsection 2.4.1, the burdens of this Agreement shall be binding upon such purchaser, transferee or assignee, but the benefits of this Agreement shall not inure to such purchaser, transferee or assignee until and unless such agreement is executed. OWNER shall have the right to reserve from any assignment made pursuant to this Subsection 2.4.1 any or all right, title and interest in and to a credit or reimbursement provided for in this Agreement; provided however, that the existence and extent of any such reservation shall be expressly referred to in the written agreement required by Section 2.4.1(b), above. 2.4.2 Release of Transferring OWNER. Notwithstanding any sale, transfer or assignment, a transferring OWNER shall continue to be obligated under this Agreement unless such transferring OWNER is given a release in writing by CITY, which release shall be provided by CITY upon the full satisfaction by such transferring OWNER of the following conditions: (a) OWNER no longer has a legal or equitable interest in all or any part of the Property. (b) OWNER is not then in default under this Agreement. (c) OWNER has provided CITY with the notice and executed agreement required under Paragraph (b) of Subsection 2.4.1 above. 2.4.3 Subsequent Assignment. Any subsequent sale, transfer or assignment after an initial sale, transfer or assignment shall be made only in accordance with and subject to the terms and conditions of this Section. 2.4.4 Termination of Agreement With Respect to Individual Lots Upon Sale to Public and Completion of Construction. The provisions of Subsection 2.4.1 shall not apply to the sale or lease (for a period longer than one year) of any lot which has been finally subdivided and is individually (and not in “bulk”) sold or leased to a member of the public or other ultimate user. Notwithstanding any other provisions of this Agreement, this Agreement shall automatically terminate with respect to any such lot and such lot shall be released and no longer be subject to this Agreement without the execution or recordation of any further document upon satisfaction of both of the following conditions: 4.1.b Packet Pg. 66 Attachment: Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 8 (a) The lot has been finally subdivided and individually (and not in “bulk”) sold or leased (for a period longer than one year) to a member of the public or other ultimate user; and (b) A certificate of occupancy has been issued for a building on the lot, and the fees set forth under Section 4.2 of this Agreement have been paid. 2.5 Amendment or Cancellation of Agreement. This Agreement may be amended or canceled in whole or in part only by written consent of all parties in the manner provided for in Government Code Section 65868 and Article 5 of the Development Agreement Policies. This provision shall not limit any remedy of CITY or OWNER as provided by this Agreement. 2.6 Termination. This Agreement shall be deemed terminated and of no further effect upon the occurrence of any of the following events: (a) Expiration of the stated term of this Agreement as set forth in Section 2.3. (b) Entry of a final judgment setting aside, voiding or annulling the adoption of the ordinance approving this Agreement. (c) The adoption of a referendum measure overriding or repealing the ordinance approving this Agreement. (d) Completion of the Project in accordance with the terms of this Agreement, including issuance of all required occupancy permits and acceptance by CITY or applicable public agency of all required dedications. (e) Termination of this Agreement based on any default of OWNER and following the termination proceedings required by Articles 7 and 8 of the Development Agreement Policies. Termination of this Agreement shall not constitute termination of any other land use entitlements approved for the Property. Upon the termination of this Agreement, no party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination or with respect to any default in the performance of the provisions of this Agreement which has occurred prior to such termination or with respect to any obligations which are specifically set forth as surviving this Agreement. Upon such termination, any public facilities and services mitigation fees paid pursuant to Section 4.2 of this Agreement by OWNER to CITY for residential units on which construction has not yet begun shall be refunded to OWNER by CITY. 2.7 Notices. (a) As used in this Agreement, “notice” includes, but is not limited to, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. 4.1.b Packet Pg. 67 Attachment: Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 9 (b) All notices shall be in writing and shall be considered given either: (i) when delivered in person to the recipient named below; or (ii) on the date of delivery shown on the return receipt, after deposit in the United States mail in a sealed envelope as either registered or certified mail with return receipt requested, and postage and postal charges prepaid, and addressed to the recipient named below; or (iii) on the date of delivery shown in the records of the telegraph company after transmission by telegraph to the recipient named below. All notices shall be addressed as follows: If to CITY: City of San Jacinto 595 S. San Jacinto Ave. San Jacinto, CA 92583 Attn: City Manager Telephone: (951) 487-7342 Facsimile: (951) 654-3728 Copy to: Best, Best & Krieger, LLP 300 South Grand Ave. 25th Floor Los Angeles, CA 90071 Attn: City Attorney Telephone: (213) 617-8100 Facsimile: (213) 617-7480 If to OWNER: SRC, L.P. Attn: Mark E. Zimmerman 18818 Teller Ave. Suite 100 Irvine, CA 92612 SJSA Investments, LLC Attn. H&L Management, Inc. 250 Pilot Road, Suite 140 Las Vegas, NV 89119 (c) Either party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 3. DEVELOPMENT OF THE PROPERTY. 3.1 Rights to Develop. Subject to the terms of this Agreement, including the Reservations of Authority, OWNER shall have a vested right to develop the Property in accordance with, and to the extent of, the Development Plan. The Project shall remain subject to all 4.1.b Packet Pg. 68 Attachment: Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 10 Subsequent Development Approvals required to complete the Project as contemplated by the Development Plan. Except as otherwise provided in this Agreement, the permitted uses of the Property, the density and intensity of use, the maximum height and size of proposed buildings, and provisions for reservation and dedication of land for public purposes shall be those set forth in the Development Plan. 3.2 Effect of Agreement on Land Use Regulations. Except as otherwise provided under the terms of this Agreement, including the Reservations of Authority, the rules, regulations and official policies governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, and the design, improvement and construction standards and specifications applicable to development of the Property shall be the Existing Land Use Regulations. In connection with any Subsequent Development Approval, CITY shall exercise its discretion in accordance with the Development Plan, and as provided by this Agreement, including, but not limited to, the Reservations of Authority. CITY shall accept for processing, review and action all applications for Subsequent Development Approvals, and such applications shall be processed in the normal manner for processing such matters. 3.3 Timing of Development. The parties acknowledge that OWNER cannot at this time predict when or the rate at which phases of the Property will be developed. Such decisions depend upon numerous factors which are not within the control of OWNER, such as market orientation and demand, interest rates, absorption, completion and other similar factors. Since the California Supreme Court held in Pardee Construction Co. v. City of Camarillo (1984) 37 Cal.3d 465, that the failure of the parties therein to provide for the timing of development resulted in a later adopted initiative restricting the timing of development to prevail over such parties’ agreement, it is the parties’ intent to cure that deficiency by acknowledging and providing that OWNER shall have the right to develop the Property in such order and at such rate and at such times as OWNER deems appropriate within the exercise of its subjective business judgment, subject only to any timing or phasing requirements set forth in Section 3.4. 3.4 Phasing Plan. Development of the Property shall be subject to all timing and phasing requirements established by the Development Plan. 3.5 Changes and Amendments. The parties acknowledge that refinement and further development of the Project will require Subsequent Development Approvals and may demonstrate that changes are appropriate and mutually desirable in the Existing Development Approvals. In the event OWNER finds that a change in the Existing Development Approvals is necessary or appropriate, OWNER shall apply for a Subsequent Development Approval to effectuate such change and CITY shall process and act on such application in accordance with the Existing Land Use Regulations, except as otherwise provided by this Agreement including the Reservations of Authority. If approved, any such change in the Existing Development Approvals shall be incorporated herein as an addendum to Exhibit “C”, and may be further changed from time to time as provided in this Section. Unless otherwise required by law, as determined by the City Manager, a change to the Existing Development Approvals shall be deemed “minor” and not require an amendment to this Agreement provided such change does not: (a) Alter the permitted uses of the Property as a whole; or, 4.1.b Packet Pg. 69 Attachment: Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 11 (b) Increase the density or intensity of use of the Property as a whole; or, (c) Increase the maximum height and size of permitted buildings; or, (d) Delete a requirement for the reservation or dedication of land for public purposes within the Property as a whole; or, (e) Constitute a project requiring a subsequent or supplemental environmental impact report pursuant to Section 21166 of the Public Resources Code. 3.6 Reservations of Authority. 3.6.1 Limitations, Reservations and Exceptions. Notwithstanding any other provision of this Agreement, the following Subsequent Land Use Regulations shall apply to the development of the Property. (a) Processing fees and charges of every kind and nature imposed by CITY to cover the estimated actual costs to CITY of processing applications for Development Approvals or for monitoring compliance with any Development Approvals granted or issued. (b) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure. (c) Regulations governing construction standards and specifications including, without limitation, the CITY’s Building Code, Plumbing Code, Mechanical Code, Electrical Code, Fire Code and Grading Code. (d) Regulations imposing Dedication Requirements or Development Exactions; provided, however, that no such subsequently adopted Dedication Requirements or Development Exactions shall be applicable to development of the Property unless such Dedication Requirements or Development Exactions are applied uniformly to development throughout the CITY or within a defined area of benefit that includes the Property. No such subsequently adopted Dedication Requirement or Development Exaction shall apply if its application to the Property would physically prevent development of the Property for the uses and to the density or intensity of development set forth in the Development Plan. In the event any such subsequently adopted Dedication Requirement or Development Exaction fulfills the same purposes, in whole or in part, as the fees set forth in Section 4.2 of this Agreement, CITY shall allow a credit against such subsequently adopted Dedication Requirement or Development Exaction for the fees paid under Section 4.2 of this Agreement to the extent such fees fulfill the same purposes. (e) Regulations which may be in conflict with the Development Plan but which are reasonably necessary to protect the public health and safety. To the extent possible, any such regulations shall be applied and construed so as to provide OWNER with the rights and assurances provided under this Agreement. (f) Regulations which are not in conflict with the Development Plan. Any regulation, whether adopted by initiative or otherwise, limiting the rate or timing of 4.1.b Packet Pg. 70 Attachment: Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 12 development of the Property shall be deemed to conflict with the Development Plan and shall therefore not be applicable to the development of the Property. (g) Regulations which are in conflict with the Development Plan provided OWNER has given written consent to the application of such regulations to development of the Property. 3.6.2 Subsequent Development Approvals. This Agreement shall not prevent CITY, in acting on Subsequent Development Approvals, from applying Subsequent Land Use Regulations which do not conflict with the Development Plan, nor shall this Agreement prevent CITY from denying or conditionally approving any Subsequent Development Approval on the basis of the Existing Land Use Regulations or any Subsequent Land Use Regulation not in conflict with the Development Plan. 3.6.3 Modification or Suspension by State or Federal Law. In the event that State or Federal laws or regulations, enacted after the Effective Date of this Agreement, prevent or preclude compliance with one or more of the provisions of this Agreement, such provisions of this Agreement shall be modified or suspended as may be necessary to comply with such St ate or Federal laws or regulations, provided, however, that this Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provisions impractical to enforce. 3.6.4 Intent. The parties acknowledge and agree that CITY is restricted in its authority to limit its police power by contract and that the foregoing limitations, reservations and exceptions are intended to reserve to CITY all of its police power which cannot be so limited. This Agreement shall be construed, contrary to its stated terms if necessary, to reserve to CITY all such power and authority which cannot be restricted by contract. 3.7 Public Works. If OWNER is required by this Agreement to construct any public works facilities which will be dedicated to CITY or any other public agency upon completion, and if required by applicable laws to do so, OWNER shall perform such work in the same manner and subject to the same requirements and standards as would be applicable to CITY or such other public agency should it have undertaken such construction. 3.8 Provision of Real Property Interests by CITY. In any instance where OWNER is required to construct any public improvement on land not owned by OWNER, OWNER shall at its sole cost and expense provide, or cause to be provided, the real property interests necessary for the construction of such public improvements. In the event OWNER is unable, after exercising reasonable efforts, including, but not limited to, the rights under Sections 1001 and 1002 of the Civil Code, to acquire the real property interests necessary for the construction of such public improvements, and if so instructed by OWNER and upon OWNER’S provision of adequate security for costs CITY may reasonably incur, CITY shall negotiate the purchase of the necessary real property interests to allow OWNER to construct the public improvements as required by this Agreement and, if necessary, in accordance with the procedures established by law, use its power of eminent domain to acquire such required real property interests. OWNER shall pay all costs associated with such acquisition or condemnation proceedings. This Section 3.8 is not intended by the parties to impose upon the OWNER an enforceable duty to acquire land or construct any public 4.1.b Packet Pg. 71 Attachment: Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 13 improvements on land not owned by OWNER, except to the extent that the OWNER elects to proceed with the development of the Project, and then only in accordance with valid conditions imposed by the CITY upon the Development under the Subdivision Map Act or other legal authority. 3.9 Regulation by Other Public Agencies. It is acknowledged by the parties that other public agencies not within the control of CITY possess authority to regulate aspects of the Development separately from or jointly with CITY and this Agreement does not limit the authority of such other public agencies. 3.10 Conditional Use Permit 1-08 Extension. The term of CUP 1-08, development projects, tentative parcel map(s) heretofore or hereafter approved in connection with the Development shall expire upon the expiration or earlier termination of this Agreement. Said term of such conditional use permit shall be the sole and exclusive term and shall be in lieu of any other term or term extension provided for pursuant to the CITY resolution or ordinance. 3.11 Amendment(s) to Conditional Use Permit 1-08. Any amendment to the CUP, heretofore or hereafter approved in connection with the Development, which is deemed “minor” in accordance with Section 3.5 of this Agreement shall not require an amendment to this Agreement. If and upon OWNER election to exercise the term extension authorized under Section 2.3 of this Agreement, during such two-year extended term, all conditions of approval for the CUP identified under this Agreement shall be reviewed for changed circumstances and modifications may be required. Subject to applicable provisions of the City’s Municipal Code. 3.12 Vesting Tentative Maps. Not Applicable. 3.13 Utilities. In accordance with Section 201(h) of the Development Agreement Policies, the Project shall be connected to all utilities necessary to provide adequate water, sewer, gas, electric, and other utility service to the Project. OWNER shall contract with the CITY for CITY-owned or operated utilities serving the Project for such prices and on such terms as may be mutually agreed to between the parties. 4. PUBLIC BENEFITS. 4.1 Intent. The parties acknowledge and agree that the Development will result in substantial public needs which will not be fully met by the Development Plan and further acknowledge and agree that this Agreement confers substantial private benefits on OWNER which should be balanced by commensurate public benefits. Accordingly, the parties intend to provide consideration to the public to balance the private benefits conferred on OWNER by providing more fully for the satisfaction of the public needs resulting from the Project. 4.2 Development Agreement Fee. In addition to the other obligations of OWNER contained in this Agreement, the Project shall also be subject to a “Development Agreement Fee.” The Development Agreement Fee shall be paid to CITY and shall cover the initial term of five (5) years of this Agreement. The Development Agreement Fee shall be twenty-five cents (.25 cents) per gross square foot of building area for the initial term of five (5) years of this Agreement. If and upon OWNER election to exercise the term extension authorized under Section 2.3 of this Agreement, the Development Agreement Fee shall increase to forty cents (.40 cents) per gross 4.1.b Packet Pg. 72 Attachment: Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 14 square foot of building area for the extended term of two (2) years of this Agreement. In addition, during such two-year extended term, all conditions of approval for any tentative tract map identified under this Agreement shall be reviewed for changed circumstances and modifications may be required. The Development Agreement Fee shall not be used to offset any Development Impact Fee(s). OWNER shall not be entitled to any credit against the Development Agreement Fee resulting from OWNER’s provision of public improvements as required by the Development Plan or this Agreement. 4.2.1 Time of Payment. The Development Agreement Fee required pursuant to Section 4.2 shall be paid to CITY prior to, and as a condition precedent to, the issuance of the certificate of occupancy for each building. No fees shall be payable for building permits issued prior to the Effective Date of this Agreement, but the Development Agreement Fee required pursuant to Section 4.3 shall be paid prior to the re-issuance or extension of any building permit for a building for which such Development Agreement Fee has not previously been paid. 4.2.2 Development Agreement Processing Fee and Deposit(s). In addition to the Development Agreement Fee, OWNER has paid the CITY a one-time fee separately for processing of the Development Agreement (“Development Agreement Processing Fee”) in the amount of Five Thousand Dollars ($5,000.00) and an Environmental Fee of Five Hundred Dollars ($500.00), an Administration Fee of One Thousand Five Hundred Dollars ($1,500.00) (“Administration Fee”). In addition, OWNER have paid CITY separately a deposit for the planning and legal costs associated with the preparation and processing of the Development Agreement. The planning and legal deposit (“Legal Expense Deposit”) shall be in the amount of Ten Thousand Dollars ($10,000.00). CITY acknowledges receipt of OWNER’s prior payment of the Development Agreement Processing Fee, Administration Fee and Legal Expense Deposit. Should the planning and legal costs associated with the preparation and processing of the Development Agreement exceed OWNER’s Legal Expense Deposit, CITY reserves the right to require OWNER to pay an additional deposit prior to recordation to cover the cost of such planning and legal services. 4.3 Other Fees. In addition to the Development Agreement Fee, Development Agreement Processing Fee, Administration Fee, and Legal Expense Deposit(s), and other obligations of OWNER contained in this Agreement, OWNER shall also be responsible for payment of all Transportation Uniform Mitigation Fees (TUMF) and Multiple Species Habitat Conservation Plan Fees (MSHCP). Further, OWNER additionally shall be responsible for payment of all relevant fees for Community Facilities District (CFD), Assessment District (AD), and Landscape, Lighting and Park District No. 2 (LLPD No. 2), as applicable to the Property. 5. FINANCING OF PUBLIC IMPROVEMENTS. If deemed appropriate, CITY and OWNER will cooperate in the formation of any special assessment district, community facilities district or alternate financing mechanism to pay for the construction and/or maintenance and operation of public infrastructure facilities required as part of the Development Plan. CITY also agrees that, to the extent any such district or other financing entity is formed and sells bonds in order to finance such reimbursements, OWNER may be reimbursed to the extent that OWNER spends funds or dedicates land for the establishment of public facilities. Notwithstanding the foregoing, it is acknowledged and agreed by the parties that nothing contained in this Agreement shall be construed as requiring CITY or the City Council to 4.1.b Packet Pg. 73 Attachment: Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 15 form any such district or to issue and sell bonds. 6. REVIEW FOR COMPLIANCE. 6.1 Periodic Review. The Development Director shall review this Agreement annually, on or before the anniversary of the Effective Date, in order to ascertain the good faith compliance by OWNER with the terms of this Agreement. OWNER shall submit an Annual Monitoring Report, in a form acceptable to the Development Director, within thirty (30) days after written notice from the Development Director. The Annual Monitoring Report shall be accompanied by an annual review and administration fee sufficient to defray the estimated costs of review and administration of this Agreement during the succeeding year. The amount of the annual review and administration fee shall be set annually by resolution of the City Council. 6.2 Special Review. The City Council may order a special review of compliance with this Agreement at any time. The Development Director shall conduct such special reviews. 6.3 Procedure. (a) During either a periodic review or a special review, OWNER shall be required to demonstrate good faith compliance with the terms of this Agreement. The burden of proof on this issue shall be on OWNER. (b) Upon completion of a periodic review or a special review, the Development Director shall submit a report to the City Council setting forth the evidence concerning good faith compliance by OWNER with the terms of this Agreement and his or her recommended finding on that issue. (c) If the City Council finds on the basis of substantial evidence that OWNER has complied in good faith with the terms and conditions of this Agreement, the review shall be concluded. (d) If the City Council makes a preliminary finding that OWNER has not complied in good faith with the terms and conditions of this Agreement, the Council may modify or terminate this Agreement as provided in Section 6.4 and Section 6.5. Notice of default as provided under Section 7.4 of this Agreement shall be given to OWNER prior to or concurrent with, proceedings under Section 6.4 and Section 6.5. 6.4 Proceedings Upon Modification or Termination. If, upon a finding under Section 6.3, CITY determines to proceed with modification or termination of this Agreement, CITY shall give written notice to OWNER of its intention so to do. The notice shall be given at least ten (10) calendar days prior to the scheduled hearing and shall contain: (a) The time and place of the hearing; (b) A statement as to whether or not CITY proposes to terminate or to modify the Agreement; and 4.1.b Packet Pg. 74 Attachment: Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 16 (c) Such other information as is reasonably necessary to inform OWNER of the nature of the proceeding. 6.5 Hearing on Modification or Termination. At the time and place set for the hearing on modification or termination, OWNER shall be given an opportunity to be heard. OWNER shall be required to demonstrate good faith compliance with the terms and conditions of this Agreement. The burden of proof on this issue shall be on OWNER. If the City Council finds, based upon substantial evidence, that OWNER has not complied in good faith with the terms or conditions of the Agreement, the City Council may terminate this Agreement or modify this Agreement and impose such conditions as are reasonably necessary to protect the interests of the CITY. The decision of the City Council shall be final, subject only to judicial review pursuant to Section 1094.5 of the Code of Civil Procedure. 6.6 Certificate of Agreement Compliance. If, at the conclusion of a periodic or special review, OWNER is found to be in compliance with this Agreement, CITY shall, upon request by OWNER, issue a Certificate of Agreement Compliance (“Certificate”) to OWNER stating that after the most recent periodic or special review and based upon the information known or made known to the Development Director and City Council that (1) this Agreement remains in effect and (2) OWNER is not in default. The Certificate shall be in recordable form, shall contain information necessary to communicate constructive record notice of the finding of compliance, shall state whether the Certificate is issued after a periodic or special review and shall state the anticipated date of commencement of the next periodic review. OWNER may record the Certificate with the County Recorder. Whether or not the Certificate is relied upon by assignees or other transferees or OWNER, CITY shall not be bound by a Certificate if a default existed at the time of the periodic or special review, but was concealed from or otherwise not known to the Development Director or City Council. 6.7 Estoppel Certificates. A party may at any time deliver written notice to the other party requesting an estoppel certificate (the “Estoppel Certificate”). A party receiving a request for an Estoppel Certificate shall provide a signed certificate to the requesting party within thirty (30) days after receipt of the request. The Planning Director or any person designated by the City Manager may sign Estoppel Certificates on behalf of the CITY. Any officer or other authorized representative of OWNER may sign on behalf of OWNER. An Estoppel Certificate is intended to be relied on by assignees and Mortgagees. If one party requests an Estoppel Certificate from the other, the requesting party shall reimburse the other party for all reasonable and direct costs and fees incurred by such party with providing the Estoppel Certificate. The Estoppel Certificate shall address issues such as whether: (a) The Agreement is in full force and effect and is a binding obligation of the parties. (b) The Agreement has been amended or modified either orally or in writing and, if so amended, identifying the amendments. (c) A default in the performance of the requesting party’s obligations under the 4.1.b Packet Pg. 75 Attachment: Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 17 Agreement exists and, if a default does exist, the nature and amount of any default. Whether or not the Estoppel Certificate is relied upon by assignees or other transferees or OWNER or CITY, the preparing party shall not be bound by an Estoppel Certificate if a default existed at the time of the issuance of the Estoppel Certificate, but was concealed from or otherwise not known to the preparing party. 7. DEFAULT AND REMEDIES. 7.1 Remedies in General. It is acknowledged by the parties that CITY would not have entered into this Agreement if it were to be liable in damages under this Agreement, or with respect to this Agreement or the application thereof. In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this Agreement, except that CITY shall not be liable in damages to OWNER, or to any successor in interest of OWNER, or to any other person, and OWNER covenants not to sue for damages or claim any damages: (a) For any breach of this Agreement or for any cause of action which arises out of this Agreement; or (b) For the taking, impairment or restriction of any right or interest conveyed or provided under or pursuant to this Agreement; or (c) Arising out of or connected with any dispute, controversy or issue regarding the application or interpretation or effect of the provisions of this Agreement. 7.2 Specific Performance. The parties acknowledge that money damages and remedies at law generally are inadequate and specific performance and other non-monetary relief are particularly appropriate remedies for the enforcement of this Agreement and should be available to all parties for the following reasons: (a) Money damages are unavailable against CITY as provided in Section 7.1 above. (b) Due to the size, nature and scope of the project, it may not be practical or possible to restore the Property to its natural condition once implementation of this Agreement has begun. After such implementation, OWNER may be foreclosed from other choices it may have had to utilize the Property or portions thereof. OWNER has invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms of this Agreement and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this Agreement, and it is not possible to determine the sum of money which would adequately compensate OWNER for such efforts. 7.3 Release. Except for nondamage remedies, including the remedy of specific performance and judicial review as provided for in Section 7.2, OWNER, for itself, its successors and assignees, hereby releases the CITY, its officers, agents and employees from any and all claims, demands, actions, or suits of any kind or nature arising out of any liability, known or 4.1.b Packet Pg. 76 Attachment: Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 18 unknown, present or future, including, but not limited to, any claim or liability, based or asserted, pursuant to Article I, Section 19 of the California Constitution, the Fifth Amendment of the United States Constitution, or any other law or ordinance which seeks to impose any other liabilit y or damage, whatsoever, upon the CITY because it entered into this Agreement or because of the terms of this Agreement. 7.4 Termination or Modification of Agreement for Default of OWNER. Subject to the provisions contained in Subsection 7.5 herein, CITY may terminate or modify this Agreement for any failure of OWNER to perform any material duty or obligation of OWNER under this Agreement, or to comply in good faith with the terms of this Agreement (hereinafter referred to as “default”); provided, however, CITY may terminate or modify this Agreement pursuant to this Section only after providing written notice to OWNER of default setting forth the nature of the default and the actions, if any, required by OWNER to cure such default and, where the default can be cured, OWNER has failed to take such actions and cure such default within sixty (60) days after the effective date of such notice or, in the event that such default cannot be cured within such 60-day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such 60 day period and to diligently proceed to complete such actions and cure such default. 7.5 Termination of Agreement for Default of CITY. OWNER may terminate this Agreement only in the event of a default by CITY in the performance of a material term of this Agreement and only after providing written notice to CITY of default setting forth the nature of the default and the actions, if any, required by CITY to cure such default and, where the de fault can be cured, CITY has failed to take such actions and cure such default within sixty (60) days after the effective date of such notice or, in the event that such default cannot be cured within such 60 day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such 60 day period and to diligently proceed to complete such actions and cure such default. 8. THIRD PARTY LITIGATION. 8.1 General Plan Litigation. CITY has determined that this Agreement is consistent with its Comprehensive General Plan (“General Plan”), and that the General Plan meets all requirements of law. OWNER has reviewed the General Plan and concurs with CITY’s determination. CITY shall have no liability in damages under this Agreement for any failure of CITY to perform under this Agreement or the inability of OWNER to develop the Property as contemplated by the Development Plan as the result of a judicial determination that on the Effective Date, or at any time thereafter, the General Plan, or portions thereof, are invalid or inadequate or not in compliance with law. 8.2 Third Party Litigation Concerning Agreement. OWNER shall defend, at its expense, including attorneys’ fees, indemnify, and hold harmless CITY, its agents, officers and employees from any claim, action or proceeding against CITY, its agents, officers, or employees to attack, set aside, void, or annul the approval of this Agreement or the approval of any permit granted pursuant to this Agreement. CITY shall promptly notify OWNER of any such claim, 4.1.b Packet Pg. 77 Attachment: Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 19 action or proceeding, and CITY shall cooperate in the defense. If CITY fails to promptly notify OWNER of any such claim, action or proceeding, or if CITY fails to cooperate in the defense, OWNER shall not thereafter be responsible to defend, indemnify, or hold harmless CITY. CITY may in its discretion participate in the defense of any such claim, action or proceeding. 8.3 Indemnity. In addition to the provisions of 8.2 above, OWNER shall indemnify and hold CITY, its officers, agents, employees and independent contractors free and harmless from any liability whatsoever, based or asserted upon any act or omission of OWNER, its officers, agents, employees, subcontractors and independent contractors, for property damage, bodily injury, or death (OWNER’s employees included) or any other element of damage of any kind or nature, relating to or in any way connected with or arising from the activities contemplated hereunder, including, but not limited to, the study, design, engineering, construction, completion, failure and conveyance of the public improvements, save and except claims for damages arising through the sole active negligence or sole willful misconduct of CITY. OWNER shall defend, at its expense, including attorneys’ fees, CITY, its officers, agents, employees and independent contractors in any legal action based upon such alleged acts or omissions. CITY may in its discretion participate in the defense of any such legal action. 8.4 Environment Assurances. OWNER shall indemnify and hold CITY, its officers, agents, and employees free and harmless from any liability, based or asserted, upon any act or omission of OWNER, its officers, agents, employees, subcontractors, predecessors in interest, successors, assigns and independent contractors for any violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater conditions, and OWNER shall defend, at its expense, including attorneys’ fees, CITY, its officers, agents and employees in any action based or asserted upon any such alleged act or omission. CITY may in its discretion participate in the defense of any such action. 8.5 Reservation of Rights. With respect to Sections 8.2, 8.3 and 8.4 herein, CITY reserves the right to either (1) approve the attorney(s) which OWNER selects, hires or otherwise engages to defend CITY hereunder, which approval shall not be unreasonably withheld, or (2) conduct its own defense, provided, however, that OWNER shall reimburse CITY forthwith for any and all reasonable expenses incurred for such defense, including attorneys’ fees, upon billing and accounting therefor. 8.6 Survival. The provisions of Sections 8.1 through 8.6, inclusive, shall survive the termination of this Agreement. 9. MORTGAGEE PROTECTION. The parties hereto agree that this Agreement shall not prevent or limit OWNER, in any manner, at OWNER’s sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. CITY acknowledges that the lenders providing such financing may require certain Agreement interpretations and modifications and agrees upon request, from time to time, to meet with OWNER and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. CITY will not unreasonably 4.1.b Packet Pg. 78 Attachment: Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 20 withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this Agreement. Any Mortgagee of the Property shall be entitled to the following rights and privileges: (a) Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage on the Property made in good faith and for value, unless otherwise required by law. (b) The Mortgagee of any mortgage or deed of trust encumbering the Property, or any part thereof, which Mortgagee, has submitted a request in writing to the CITY in the manner specified herein for giving notices, shall be entitled to receive written notification from CITY of any default by OWNER in the performance of OWNER’s obligations under this Agreement. (c) If CITY timely receives a request from a mortgagee requesting a copy of any notice of default given to OWNER under the terms of this Agreement, CITY shall provide a copy of that notice to the Mortgagee within ten (10) days of sending the notice of default to OWNER. The Mortgagee shall have the right, but not the obligation, to cure the default during the remaining cure period allowed such party under this Agreement. (d) Any Mortgagee who comes into possession of the Property, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Property, or part thereof, subject to the terms of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, no Mortgagee shall have an obligation or duty under this Agreement to perform any of OWNER’s obligations or other affirmative covenants of OWNER hereunder, or to guarantee such performance; provided, however, that to the extent that any covenant to be performed by OWNER is a condition precedent to the performance of a covenant by CITY, the performance thereof shall continue to be a condition precedent to CITY’s performance hereunder, and further provided that any sale, transfer or assignment by any Mortgagee in possession shall be subject to the provisions of Section 2.4 of this Agreement. 10. MISCELLANEOUS PROVISIONS. 10.1 Recordation of Agreement. This Agreement and any amendment or cancellation thereof shall be recorded with the County Recorder by the City Clerk within the period required by Section 65868.5 of the Government Code. 10.2 Entire Agreement. This Agreement sets forth and contains the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement. 10.3 Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this Agreement. Notwithstanding the foregoing, the provision of the public benefits set forth in Section 4 of this Agreement, including the payment of the fees set forth 4.1.b Packet Pg. 79 Attachment: Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 21 therein, are essential elements of this Agreement and CITY would not have entered into this Agreement but for such provisions, and therefore in the event such provisions are determined to be invalid, void or unenforceable, this entire Agreement shall be null and void and of no force and effect whatsoever. 10.4 Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement, all parties having been represented by counsel in the negotiation and preparation hereof. 10.5 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. 10.6 Singular and Plural. As used herein, the singular of any word includes the plural. 10.7 Joint and Several Obligations. If at any time during the term of this Agreement the Property is owned, in whole or in part, by more than one OWNER, all obligations of such OWNERS under this Agreement shall be joint and several, and the default of any such OWNER shall be the default of all such OWNERS. Notwithstanding the foregoing, no OWNER of a single lot which has been finally subdivided and sold to such OWNER as a member of the general public or otherwise as an ultimate user shall have any obligation under this Agreement except as provided under Section 4 hereof. 10.8 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element. 10.9 Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party’s right to insist and demand strict compliance by the other party with the terms of this Agreement thereafter. 10.10 No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the parties and their successors and assigns. No other person shall have any right of action based upon any provision of this Agreement. 10.11 Force Majeure. Neither party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by floods, earthquakes, other Acts of God, fires, wars, riots or similar hostilities, acts of terrorism, strikes and other labor difficulties beyond the party’s control, (including the party’s employment force), government regulations, court actions (such as restraining orders or injunctions), or other causes beyond the party’s control. If any such events shall occur, the term of this Agreement and the time for performance by either party of any of its obligations hereunder may be extended by the written agreement of the parties for the period of time that such events prevented such performance, provided that the term of this Agreement shall not be extended under any circumstances for more than five (5) years. 4.1.b Packet Pg. 80 Attachment: Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 22 10.12 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited party. 10.13 Successors in Interest. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all successors in interest to the parties to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act hereunder with regard to development of the Property: (a) is for the benefit of and is a burden upon every portion of the Property; (b) runs with the Property and each portion thereof; and, (c) is binding upon each party and each successor in interest during OWNERship of the Property or any portion thereof. 10.14 Counterparts. This Agreement may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument. 10.15 Jurisdiction and Venue. Any action at law or in equity arising under this Agreement or brought by a party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the Count y of Riverside, State of California, and the parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court. 10.16 Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between CITY and OWNER is that of a government entity regulating the development of private property and the OWNER of such property. 10.17 Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the request of either party at any time, the other party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement. 10.18 Eminent Domain. No provision of this Agreement shall be construed to limit or restrict the exercise by CITY of its power of eminent domain. 10.19 Agent for Service of Process. In the event OWNER is not a resident of the State of California or it is an association, partnership or joint venture without a member, partner or joint venturer resident of the State of California, or it is a foreign corporation, then in any such event, OWNER shall file with the Planning Director, upon its execution of this Agreement, a designation 4.1.b Packet Pg. 81 Attachment: Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 23 of a natural person residing in the State of California, giving his or her name, residence and business addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this Agreement, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon OWNER. If for any reason service of such process upon such agent is not feasible, then in such event OWNER may be personally served with such process out of this County and such service shall constitute valid service upon OWNER. OWNER is amenable to the process so served, submits to the jurisdiction of the Court so obtained and waives any and all objections and protests thereto. OWNER for itself, assigns and successors hereby waives the provisions of the Hague Convention (Convention on the Service Abroad of Judicial and Extra Judicial Documents in Civil or Commercial Matters, 20 U.S.T. 361, T.I.A.S. No. 6638). 10.20 Incorporation of Recitals. The recitals set forth above are incorporated herein by this reference as if fully set forth herein. 10.21 Authority to Execute. The person or persons executing this Agreement on behalf of OWNER warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation, partnership or business entity and warrants and represents that he or she/they has/have the authority to bind OWNER to the performance of its obligations hereunder. IN WITNESS WHEREOF, the parties hereto have executed this Development Agreement on the last day and year set forth below. SIGNATURES ON THE FOLLOWING PAGE(S) 4.1.b Packet Pg. 82 Attachment: Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 24 SIGNATURE PAGE TO DEVELOPMENT AGREEMENT NO. 18-1 BY AND BETWEEN CITY OF SAN JACINTO AND SRC, L.P. AND SJSA INVESTMENTS, LLC OWNER SRC, L.P. By: Mark E. Zimmerman Its: Dated: _______________ OWNER SJSA INVESTMENTS, LLC By: Robert M. Evans Its: Senior Vice President__________ Dated: _______________ CITY CITY OF SAN JACINTO, a California municipal corporation By: _____________, Mayor Dated: _______________ ATTEST: By: Angela Walton, City Clerk 4.1.b Packet Pg. 83 Attachment: Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 25 APPROVED AS TO LEGAL FORM: BEST BEST & KRIEGER LLP, City Attorney 4.1.b Packet Pg. 84 Attachment: Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) B-1 EXHIBIT “A” PROPERTY LEGAL DESCRIPTION Real property in the City of San Jacinto, County of Riverside, State of California, described as on the following page: 4.1.b Packet Pg. 85 Attachment: Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) B-2 4.1.b Packet Pg. 86 Attachment: Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) B-3 EXHIBIT “B” PROPERTY MAP 4.1.b Packet Pg. 87 Attachment: Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) C-1 EXHIBIT “C” EXISTING DEVELOPMENT APPROVALS  CONIDITIONAL USE PERMIT 1-08;  PARCEL MAP 35888; AND  FINAL CONDITIONS OF APPROVAL DATED 4.1.b Packet Pg. 88 Attachment: Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) D-1 EXHIBIT “D” EXISTING LAND USE REGULATIONS City of San Jacinto General Plan City of San Jacinto General Plan Map City of San Jacinto Development Code City of San Jacinto Zoning Map City of San Jacinto Municipal Code 4.1.b Packet Pg. 89 Attachment: Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) January 29, 2019 TO: Planning Commission REQUESTED BY: Travis Randel, Community Development Director APPROVED BY: Robert A. Johnson, City Manager SUBJECT: Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC RECOMMENDATION: Staff recommends that the Planning Commission Adopt Resolution No. 19-02 recommending that the City Council adopt an Ordinance approving Development Agreement No. 18-1. PROJECT DESCRIPTION: Development Agreement 18-1 is a proposal to enter into a Development Agreement to extend Conditional Use Permit 1-08 for a term of five-years in exchange for a Fee. BACKGROUND: On August 7, 2008, the City Council approved Conditional Use Permit 1-08, along with Tentative Parcel Map 35888. The CUP was valid for a period of two years, with two one-year extensions granted. Subsequently, the City adopted three Resolutions providing automatic extensions to Commercial Projects that had not been completed. The CUP was set to expire on August 7, 2017. Conditional Use Permit 1-08 is 16.2-acre community shopping center, consisting of two-phases and approximately 138,991 square feet of commercial space located at the southwest corner of Sanderson and Cottonwood Avenues. Phase I consists of a CVS Pharmacy and Shell Services Station, both of which are built, and one vacant pad space. Phase II is the remainder of the center, which envisions two major retails, restaurants, and drive through restaurants and bank. 4.2 Packet Pg. 79 4.1.c Packet Pg. 90 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) Conditional Use Permit Extensions Due to The Great Recession, development of some commercial projects did not occur prior to their expiration dates. To maintain entitlements beyond the allowed Development Code extensions, the City approved three Resolutions to extend the life of projects, similar to the State Bills for automatic extensions for Tentative Maps. It was the City’s hope that the extensions would provide opportunities for commercial development. The following table outlines the Resolutions that provided an automatic extension for CUP 1-08. Resolution Expiration Date Resolution 3374 August 7, 2013 Resolution 3496 August 7, 2015 Resolution 3626 August 7, 2017 Three automatic extensions provided a total of six additional years to the life of CUP 1 -08. The City of San Jacinto Municipal Code provided for two one-year extensions, of which all were granted. DISCUSSION/ANALYSIS To prepare for and encourage new development in the coming years, staff is recommending that the City enter into Development Agreements (similar to those executed for Tentative Tract Maps) to provide an additional five-year extension for the Conditional Use Permit, with the provision for one, two-year extension. The Development agreement will extend Conditional Use Permit 1-08 for five years, to provide additional time to development project. The project, when built, will provide additional retail opportunities for the City. The Development Agreement would have a positive fiscal impact for the City with added retail and services for area residents and a Development Agreement Fee paid to the City. The Development Agreement Fee will be in the amount of $0.25 per gross building square foot, paid at issuance of a Certificate of Occupancy, which will be deposited in the City’s General Fund account. If a two-year extension is granted, the Development Agreement Fee will increase to $0.40. Development Agreement 18-1 has been prepared in accordance with the rules and regulations for the review and processing of Development Agreement requests in the City. The proposed development complies with the City’s General Plan. Pursuant to Section 65864, et. seq., of the California Government Code, the City of San Jacinto is authorized to enter into Development Agreements with persons having legal or equitable interests in real property for the development of such property. 4.2 Packet Pg. 80 4.1.c Packet Pg. 91 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) ENVIRONMENTAL ANALYSIS The project was adequately analyzed in earlier an adopted mitigated negative declaration for the Conditional Use Permit. Moreover, a subsequent mitigated negative declaration is not required, because there are no changed circumstances pursuant to Section 15172. FISCAL IMPACT The City’s General Fund will receive a DA Fee of approximately $30,000/$0.25 per gross building square foot if built within the DA term. In addition, the City would see an increase in retail sales tax. ATTACHMENTS: 01 Planning Commission Resolution 19-02 02 Ordinance 19-06 03 DA 18-1 Development Agreement 04 Aerial Map 05 General Plan Map 06 Zoning Map 07 CUP 1-08 Site Plan 4.2 Packet Pg. 81 4.1.c Packet Pg. 92 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) RESOLUTION NO. 19-02 A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SAN JACINTO, CALIFORNIA, RECOMMENDING THAT THE CITY COUNCIL ADOPT DEVELOPMENT AGREEMENT NO. 18-1 BETWEEN THE CITY OF SAN JACINTO AND SRC, LP AND SJSA INVESTMENTS, LLC WHEREAS, pursuant to Section 65864, et seq., of the California Government Code, the City of San Jacinto (“City”) is authorized to enter into development agreements with persons having legal or equitable interests in real property for the development of such property; and WHEREAS, SRC, LP and SJSA Investments, LLC (“Owners”) are the owners of properties entitled with CUP 1-08 with respect to the Development Agreement; and WHEREAS, City and Owner now seek to enter into Development Agreement 18- attached hereto as Exhibit “A;” and WHEREAS, the project covered under the Development Agreement generally consists of the vacant properties entitled under CUP 1-08, a 16.2-acre shopping center (“Project”), located at the southwest corner of Sanderson and Cottonwood Avenues; and WHEREAS, Chapter 17.610 of the City’s Development Code sets forth the City’s requirements for development agreements, and amendments and extensions thereof; and WHEREAS, the Development Agreement is in accordance with Chapter 17.610 of the Development Code; and WHEREAS, the Development Agreement as proposed, extends CUP 1-08 for a period of five years, includes a Development Agreement fee to be paid by Owner to the City under the Development Agreement, and includes other provisions for the extension; and WHEREAS, the project has been adequately analyzed in an earlier adopted mitigated negative declaration and a subsequent mitigated negative declaration is not required, because there are no changed circumstances pursuant to Section 15162 of the California Environmental Quality Act; and WHEREAS, on January 29, 2019 the Planning Commission of the City of San Jacinto (“Planning Commission”) conducted a duly noticed public hearing on Development Agreement 18-1 at which time all persons wishing to testify in connection with Development Agreement 18-1 were heard and Development Agreement 18-1 was comprehensively reviewed; and 4.2.a Packet Pg. 82 Attachment: 01 Planning Commission Resolution 19-02 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 93 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 2 WHEREAS, all other legal prerequisites to the adoption of this Resolution have occurred. NOW, THEREFORE, THE PLANNING COMMISSION OF THE CITY OF SAN JACINTO RESOLVES AS FOLLOWS: SECTION 1. Based on the entire record before the Planning Commission, all written and oral evidence presented to the Planning Commission, and the findings set forth in this Resolution, the Planning Commission recommends that the City Council of the City of San Jacinto approve by ordinance Development Agreement 18-1 as set forth in Exhibit “A” attached hereto and incorporated herein by reference, based upon the following findings: A. That the Development Agreement, aids in the continued and consistent implementation of the Conditional Use Permit, provides a financial benefit to the City in the form of the Development Agreement Fee (as that term is defined in the Development Agreement), and is therefore in the best i nterest of the City. B. That the Development Agreement is consistent with the City’s General Plan and will allow the Owner to complete the Project in a manner which the City Council previously found to be consistent with the City’s General Plan, and which the Planning Commission finds continues to be consistent therewith. C. That the Development Agreement promotes the public health, safety and welfare of the community because it will permit and encourage the development of commercial retail uses in accordance with the approved Conditional Use Permit and will allow for the most efficient and logical development of the real property governed by the Development Agreement in the City. D. That the Project is covered under the Conditional Use Permit, which provides for a range of commercial development, is therefore compatible with the uses authorized in, and the regulations prescribed for, the zone in which the real property subject to the Development Agreement is located and will not adversely affect the orderly development of property or the preservation of property values. E. By providing extending the Conditional Use Permit for a period of five- year term of the Development Agreement, it is consistent with the following General Plan Land Use Element goals and policies, and will further important and officially recognized City wide goals and policies, by allowing the Owner to develop the project under the terms of the Development Agreement: (i) Land Use Element No. 4 – Manage and Direct Growth – This Land Use Element encourages development consistent with the zoning of the property and provides for adequate levels of public services and facilities to be provided for the new development. 4.2.a Packet Pg. 83 Attachment: 01 Planning Commission Resolution 19-02 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 94 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 3 F. That Development Agreement 18-1 will provide the City with important, tangible benefits including the Development Agreement Fee provided for in the Agreement, and development of the Conditional Use Permit. SECTION 2. Based on the entire record before the Planning Commission, all written and oral evidence presented to the Planning Commission, and the findings set forth in this Resolution, the Planning Commission recommends that the City Council of the City of San Jacinto adopt Development Agreement 18-1 as set forth in Exhibit “A”. SECTION 3. The Planning Commission finds that the project has been adequately analyzed in earlier adopted mitigated negative declarations and a subsequent mitigated negative declaration is not require d, because there are no changed circumstances pursuant to Section 15162 of the California Environment al Quality Act. SECTION 4. This Resolution shall become effective upon its adoption . PASSED, APPROVED AND ADOPTED, this 29th day of January 2019. ________________________ Chairman ATTEST: __________________________________ Planning Commission Secretary 4.2.a Packet Pg. 84 Attachment: 01 Planning Commission Resolution 19-02 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 95 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) Exhibit A EXHIBIT “A” DEVELOPMENT AGREEMENT N0. 18-1 BY AND BETWEEN THE CITY OF SAN JACINTO AND SRC, LP AND SJSA INVESTMENTS, LLC 4.2.a Packet Pg. 85 Attachment: 01 Planning Commission Resolution 19-02 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 96 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) STATE OF CALIFORNIA ) ORDINANCE NO. 19-06 COUNTY OF RIVERSIDE ) ss CITY OF SAN JACINTO ) AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SAN JACINTO, CALIFORNIA, ADOPTING DEVELOPMENT AGREEMENT NO. 18-1 BETWEEN THE CITY OF SAN JACINTO AND SRC, LP AND SJSA INVESTMENTS, LLC WHEREAS, pursuant to Section 65864, et seq., of the California Government Code, the City of San Jacinto (“City”) is authorized to enter into development agreements with persons having legal or equitable interests in real property for the development of such property; and WHEREAS, SRC, LP and SJSA Investments, LLC (“Owners”) are the owners of properties entitled with CUP 1-08 with respect to the Development Agreement; and WHEREAS, City and Owner now seek to enter into Development Agreement 18-1 attached hereto as Exhibit “A;” and WHEREAS, the project covered under the Development Agreement generally consists of the vacant properties entitled under CUP 1-08, a 16.2-acre shopping center (“Project”), located at the southwest corner of Sanderson and Cottonwood Avenues and the purpose of Development Agreement is to extend the Conditional Use Permit for a period of five years; and WHEREAS, Chapter 17.610 of the City’s Development Code sets forth the City’s requirements for development agreements, and amendments and extensions thereof; and WHEREAS, the Development Agreement is in accordance with Chapter 17.610 of the Development Code; and WHEREAS, the Development Agreement as proposed, includes a Development Agreement Fee to be paid by Owner to the City under the Development Agreement; and WHEREAS, the Development Agreement will eliminate uncertainty in planning and provide for the orderly development of the Property, ensure progressive installation of necessary improvements, provide fo r public services appropriate to the development of the Project, and generally serve the purposes for which development agreements under Sections 65864 et seq. of the Government Code are intended; and WHEREAS, the project has been adequately analyzed in an earlier adopted mitigated negative declaration and a subsequent mitigated negative declaration is not required, because there are no changed circumstances pursuant to Section 15162 of the California Environmental Quality Act; and 4.2.b Packet Pg. 86 Attachment: 02 Ordinance 19-06 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 97 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 2 WHEREAS, on January 29, 2019, the Planning Commission of the City of San Jacinto (“Planning Commission”) conducted a duly noticed public hearing on Development Agreement 18-1, at which time all persons wishing to testify in connection with Development Agreement 18-1 were heard and Development Agreement 18-1 was comprehensively reviewed; and WHEREAS, on February 19, 2019, pursuant to CEQA and in accordance with the recommendation of the Planning Commission for the City of San Jacinto (the “Planning Commission”), the City Council has determined that it can be seen with certainty that the approval of the Development Agreement is not likely to have any effect on the environment, and therefore further review is not necessary under CEQA and the CEQA Guidelines; and WHEREAS, on February 19, 2019, the San Jacinto City Council conducted a duly noticed public hearing concerning the Development Agreement, at which time all persons wishing to do so had an opportunity to provide testimony regarding the Development Agreement, and at which time the City Council thoroughly reviewed the Development Agreement; and THE CITY COUNCIL OF THE CITY OF SAN JACINTO DOES HEREBY ORDAIN AS FOLLOWS: Section 1. Incorporation of Recitals. The Recitals set forth above are incorporated herein and made an operative part of this Ordinance as though fully set forth herein. Section 2. Findings. Based on the entire record before the City Council, all written and oral evidence presented to the City Council, and the findings set forth in this Ordinance, the City Council adopts this Ordinance and approves Development Agreement 18-2 based upon the following findings: A. That the Development Agreement aids in the continued and consistent implementation of the Conditional Use Permit, provides a financial benefit to the City in the form of the Development Agreement Fee (as that term is defined in the Development Agreement), and is therefore in the best interest of the City. B. That Development Agreement 18-1 is consistent with the City’s General Plan and will allow the Owner to complete the Project in a manner which the City Council previously found to be consistent with the City’s General Plan, and as recommend by the Planning Commission, the City Council finds continues to be consistent therewith. 4.2.b Packet Pg. 87 Attachment: 02 Ordinance 19-06 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 98 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 3 C. That the Development Agreement 18-1 promotes the public health, safety and welfare of the community because it will permit and encourage the development of commercial retail uses in accordance with the approved Conditional Use Permit and will allow for the most efficient and logical development of the real property governed by the Development Agreement in the City. D. That the Project is covered under the Conditional Use Permit, which provides for a range of commercial and retail development, is therefore compatible with the uses authorized in, and the regulations prescribed for, the zone in which the real property subject to the Development Agreement is located, and will not adversely affect the orderly development of property or t he preservation of property values. E. The Development Agreement is consistent with the following General Plan Land Use Element goals and policies, and will further important and officially recognized City wide goals and policies, by allowing the Owner to develop the Project under the terms of the Development Agreement: (i) Land Use Element No. 4 – Manage and Direct Growth – This Land Use Element encourages development consistent with the zoning of the property and provides for adequate levels of public services and facilities to be provided for the new development. F. That Development Agreement 18-1 will provide the City with important, tangible benefits including the Development Agreement Fee provided for in the Agreement, and development of the Conditional Use Permit. Section 3. Adoption of Development Agreement 18-1. Based on the entire record before the City Council, all written and oral evidence presented to the City Council, and the findings set forth in this Ordinance, the City Council hereby adopts Development Agreement 18-1, as set forth in Exhibit “A”. Section 4. CEQA. The City Council has reviewed the Project pursuant to CEQA and in accordance with the recommendation of the Planning Commission for the City of San Jacinto, the City Council has determined that the Project has been adequately analyzed in an earlier adopted mitigated negative declaration, and a subsequent mitigated negative declaration is not required because there are no changed circumstances pursuant to Section 15162. Further, it can be seen with certainty that the approval of the Development Agreement is not likely to have any effect on the environment, and 4.2.b Packet Pg. 88 Attachment: 02 Ordinance 19-06 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 99 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 4 therefore further review is not necessary under CEQA and the CEQA Guidelines. Section 5. Notice of Determination. Staff is directed to file a Notice of Determination with the Riverside County Recorder’s Office within five (5) working days of adoption of this Ordinance. Section 6. Custodian of Records. The documents and materials that constitute the record of proceedings on which these findings are based are located at the City Clerk’s office located at 595 S. San Jacinto Avenue, San Jacinto, CA 92583. The custodian for these records is the City Clerk. Section 7. Severability. If any provision of this Ordinance or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Ordinance which can be given effect without the invalid provision or application, and to this end the provisions of this Ordinance are severable. The City Council hereby declares that it would have adopted this Ordinance irrespective of the invalidity of any particular portion thereof. Section 8. Effective Date. This Ordinance shall become effective thirty (30) days following its adoption. Section 9. Publication. The City Clerk shall certify to the adoption of this Ordinance and cause it, or a summary of it, to be published once within 15 days of adoption in a newspaper of general circulation printed and published within the City of San Jacinto, and shall post a certified copy of this Ordinance, including the vote for and against the same, in the Office of the City Clerk in accordance with Government Code § 36933. Introduced at a regular meeting of the City Council on the 19th day of February 2019. 4.2.b Packet Pg. 89 Attachment: 02 Ordinance 19-06 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 100 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 5 ORDINANCE NO. PASSED, APPROVED AND ADOPTED at a regular meeting of the City Council on the 5th day of March 2019, by the following vote: AYES: NAYS: ABSENT: ABSTAIN: CITY OF SAN JACINTO: _______________________ Russell Utz, Mayor ATTEST: _____________________ Angela Walton, City Clerk APPROVED AS TO FORM: BEST BEST & KRIEGER LLP __________________________ Michael J. Maurer, City Attorney 4.2.b Packet Pg. 90 Attachment: 02 Ordinance 19-06 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 101 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 6 CERTIFICATION State of California ) County of Riverside) ss City of San Jacinto) I, Angela Walton, duly appointed City Clerk of the City of San Jacinto, do hereby certify that the foregoing Ordinance No. 19-06 was introduced at a regular meeting of the City Council of the City of San Jacinto on the 19th day of February 2019. Ordinance No. 19-06 was passed, approved, and adopted by the City Council of the City of San Jacinto, California, at a regular meeting of the City Council held on the 5th day of March 2019, by the following vote of at least four-fifths of the City Council: AYES: NAYS: ABSENT: ABSTAIN: Witness my hand and seal the 5th day of March 2019. _____________________________ Angela Walton, City Clerk City of San Jacinto 4.2.b Packet Pg. 91 Attachment: 02 Ordinance 19-06 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 102 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) EXHIBIT “A” DEVELOPMENT AGREEMENT N0. 18-2 BY AND BETWEEN THE CITY OF SAN JACINTO AND SRC, LP AND SJSA INVESTMENTS, LLC 4.2.b Packet Pg. 92 Attachment: 02 Ordinance 19-06 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 103 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) Recorded at request of: ) Clerk, City Council ) City of San Jacinto ) ) When recorded return to: ) City of San Jacinto ) 595 S. San Jacinto Ave. ) San Jacinto, CA 92583 ) Attention: City Clerk ) ) Exempt from Filing Fees, Government Code Section 6103 DEVELOPMENT AGREEMENT NO. 18-1 A DEVELOPMENT AGREEMENT BETWEEN CITY OF SAN JACINTO and SRC, LP A CALIFORNIA LIMITED PARTNERSHIP and SJSA INVESTMENTS, LLC, A NEVADA LIMITED LIABILITY COMPANY 4.2.c Packet Pg. 93 Attachment: 03 DA 18-1 Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 104 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 2 DEVELOPMENT AGREEMENT NO. 18-1 This Development Agreement (hereinafter “Agreement”) is entered into by and among the City of San Jacinto, a California municipal corporation (hereinafter “CITY”), and SRC, LP, a California limited partnership and SJSA Investments, LLC, a Nevada limited liability company (hereinafter “OWNER”): RECITALS WHEREAS, CITY is authorized to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property, pursuant to Section 65864 et seq. of the Government Code; and WHEREAS, OWNER has requested CITY to enter into a development agreement and proceedings have been taken in accordance with the rules and regulations of CITY; and WHEREAS, by electing to enter into this Agreement, CITY shall bind future City Councils of CITY by the obligations specified herein and limit the future exercise of certain governmental and proprietary powers of CITY; and WHEREAS, the terms and conditions of this Agreement have undergone extensive review by CITY and the City Council and have been found to be fair, just and reasonable; and WHEREAS, the best interests of the citizens of the CITY and the public health, safety and welfare will be served by entering into this Agreement; and WHEREAS, the environmental impacts of the Project and this Agreement, including t he Development Approvals, have previously been properly reviewed and assessed by CITY pursuant to the California Environmental Quality Act, Public Resources Code Section 21000 et seq. (“CEQA”), California Code of Regulations Title 14, Section 15000 et seq. (the “CEQA Guidelines”) and the CITY’s local CEQA guidelines; and WHEREAS, on January 29, 2019, the City of San Jacinto Planning Commission conducted a duly noticed public hearing concerning this Agreement, at which time all persons wishing to do so had an opportunity to provide testimony regarding this Agreement, and at which time the Planning Commission thoroughly reviewed this Agreement, and thereafter recommended to the City Council of the City of San Jacinto that the City Council approve and adopt thi s Agreement; and WHEREAS, on February 19, 2019, the San Jacinto City Council conducted a duly noticed public hearing concerning this Agreement, at which time all persons wishing to do so had an opportunity to provide testimony regarding this Agreement, and at which time the City Council thoroughly reviewed this Agreement; and WHEREAS, on February 19, 2019, pursuant to CEQA and in accordance with the recommendation of the Planning Commission for the City of San Jacinto (the “Planning Commission”), the City Council has determined that it can be seen with certainty that the approval of this Agreement is not likely to have any effect on the environment, and therefore further review 4.2.c Packet Pg. 94 Attachment: 03 DA 18-1 Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 105 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 3 is not necessary under CEQA and the CEQA Guidelines; and WHEREAS, on February 19, 2019, following the conclusion of the public hearing and adoption of the Notice of Determination, the City Council conducted the first reading of the ordinance approving and adopting this Agreement, and WHEREAS on March 5, 2019, the City Council conducted a second reading (adoption) of the ordinance approving and adopting this Agreement; and WHEREAS, this Agreement and the Project are consistent with the CITY’s Comprehensive General Plan and any Specific Plan applicable thereto; and WHEREAS, all actions taken and approvals given by CITY have been duly taken or approved in accordance with all applicable legal requirements for notice, public hearings, findings, votes, and other procedural matters; and WHEREAS, development of the Property in accordance with this Agreement will provide substantial benefits to CITY and will further important policies and goals of CITY; and WHEREAS, this Agreement will eliminate uncertainty in planning and provide for the orderly development of the Property, ensure progressive installation of necessary improvements, provide for public services appropriate to the development of the Project, and generally serve the purposes for which development agreements under Sections 65864 et seq. of the Government Code are intended; and WHEREAS, OWNER has incurred and will in the future incur substantial costs in order to assure development of the Property in accordance with this Agreement; and WHEREAS, OWNER has incurred and will in the future incur substantial costs in excess of the generally applicable requirements in order to assure vesting of legal rights to develop the Property in accordance with this Agreement. COVENANTS NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. DEFINITIONS AND EXHIBITS. 1.1 Definitions. The following terms when used in this Agreement shall be defined as follows: 1.1.1 “Agreement” means this Development Agreement. 1.1.2 “CITY” means the City of San Jacinto, a municipal corporation, organized and existing pursuant to the laws of the State of California. 4.2.c Packet Pg. 95 Attachment: 03 DA 18-1 Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 106 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 4 1.1.3 “City Council” means the duly elected and constituted city council of CITY. 1.1.4 “Dedication Requirement” means any requirement of CITY in connection with or pursuant to any Land Use Regulation or Development Approval for the dedication of land in order to lessen, offset, mitigate or compensate for the impacts of development on the environment or other public interests. 1.1.5 “Development” means the improvement of the Property for the purposes of completing the structures, improvements and facilities comprising the Project including, but not limited to: grading; the construction of infrastructure and public facilities related to the Project whether located within or outside the Property; the construction of buildings and structures; and the installation of landscaping. “Development” does not include the maintenance, repair, reconstruction or redevelopment of any building, structure, improvement or facility after the construction and completion thereof. 1.1.6 “Development Agreement Policies” means those certain development agreement policies approved by CITY pursuant to Resolution No. 2358, adopted on July 18, 2002, as amended. 1.1.7 “Development Approvals” means all permits and other entitlements for use, subject to approval or issuance by CITY in connection with the Development, including, but not limited to: (a) specific plans and specific plan amendments; (b) tentative and final subdivision and parcel maps; (c) conditional use permits, public use permits and plot plans; (d) zoning; and (e) grading and building permits. 1.1.8 “Development Exaction” means any requirement of CITY in connection with or pursuant to any Land Use Regulation or Development Approval for the dedication of land, the construction of improvements or public facilities, or the payment of fees in order to lessen, offset, mitigate or compensate for the impacts of development on the environment or other public interests. 1.1.9 “Development Plan” means the Existing Development Approvals and the Existing Land Use Regulations applicable to development of the Property. 1.1.10 “Effective Date” means the date the ordinance approving this Agreement becomes effective. 1.1.11 “Existing Development Approvals” means all Development Approvals approved or issued prior to the Effective Date. Existing Development Approvals includes the 4.2.c Packet Pg. 96 Attachment: 03 DA 18-1 Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 107 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 5 Approvals incorporated herein as Exhibit “C” and all other Approvals which are a matter of public record on the Effective Date. 1.1.12 “Existing Land Use Regulations” means all Land Use Regulations in effect on the Effective Date. Existing Land Use Regulations includes the Regulations incorporated herein as Exhibit “D” and all other Regulations which are a matter of public record on the Effective Date. 1.1.13 “Land Use Regulations” means all ordinances, resolutions, codes, rules, regulations and official policies of CITY governing the development and use of land, including, without limitation, the permitted use of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, the provisions for reservation or dedication of land for public purposes, and the design, improvement and construction standards and specifications applicable to the development of the property. “Land Use Regulations” does not include any CITY ordinance, resolution, code, rule, regulation or official policy, governing: (a) the conduct of businesses, professions, and occupations; (b) taxes and assessments; (c) the control and abatement of nuisances; (d) the granting of encroachment permits and the conveyance of rights and interests which provide for the use of or the entry upon public property; and/or (e) the exercise of the power of eminent domain. 1.1.14 “Mortgagee” means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security-device lender, and their successors and assigns. 1.1.15 “OWNER” means the persons and entities listed as OWNER on page 1 of this Agreement and its successor(s) in interest to all or any part of the Property. 1.1.16 “Planning Commission” means the duly appointed and constituted planning commission of CITY. 1.1.17 “Project” means the development of the Property contemplated by the Development Plan as such Development Plan may be further defined, enhanced or modified pursuant to the provisions of this Agreement. 1.1.18 “Property” means the real property described on Exhibit “A” and shown on Exhibit “B” to this Agreement. 1.1.19 “Reservations of Authority” means the rights and authority excepted from the assurances and rights provided to OWNER under this Agreement and reserved to CITY under Section 3.6 of this Agreement. 1.1.20 “Subsequent Development Approvals” means all Development Approvals required subsequent to the Effective Date in connection with the Development. 4.2.c Packet Pg. 97 Attachment: 03 DA 18-1 Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 108 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 6 1.1.21 “Subsequent Land Use Regulations” means any Land Use Regulations adopted and effective after the Effective Date of this Agreement. 1.1.22 “CUP 1-08” means Conditional Use Permit 1-08, which is one of the Existing Development Approvals and is described in Exhibit “C”. 1.2 Exhibits. The following documents are attached to, and by this reference made a part of, this Agreement: Exhibit “A” — Legal Description of the Property. Exhibit “B” — Map showing Property and its location. Exhibit “C” — Existing Development Approvals. Exhibit “D” — Existing Land Use Regulations. 2. GENERAL PROVISIONS. 2.1 Binding Effect of Agreement. The Property is hereby made subject to this Agreement. Development of the Property is hereby authorized and shall be carried out only in accordance with the terms of this Agreement. 2.2 Ownership of Property. OWNER represents and covenants that it is the OWNER of the fee simple title to the Property or a portion thereof. 2.3 Term. The initial term of this Agreement shall commence on the Effective Date, and shall continue for a period of five (5) years thereafter unless this term is modified or extended pursuant to the provisions of this Agreement. Notwithstanding the foregoing, the term of this Agreement may be extended one (1) time for an additional two (2) years following expiration of the initial term, resulting in a total term of seven (7) years, provided the following have occurred: (a) OWNER provides at least one hundred eighty (180) days’ written notice to CITY prior to the expiration of the initial term; and (b) OWNER is not then in uncured default of this Agreement. The initial term and, if and upon extension, the two-year extended term, shall sometimes be referred to herein collectively as the “Term.” 2.4 Assignment. 2.4.1 Right to Assign. OWNER shall have the right to sell, transfer or assign the Property in whole or in part (provided that no such partial transfer shall violate the Subdivision Map Act, Government Code Section 66410 et seq.) to any person, partnership, joint venture, firm or corporation at any time during the Term; provided, however, that any such sale, transfer or assignment shall include the assignment and assumption of the rights, duties and obligations arising under or from this Agreement and be made in strict compliance with the following conditions precedent: 4.2.c Packet Pg. 98 Attachment: 03 DA 18-1 Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 109 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 7 (a) No sale, transfer or assignment of any right or interest under this Agreement shall be made unless made together with the sale, transfer or assignment of all or a part of the Property. (b) Concurrent with any such sale, transfer or assignment, or within fifteen (15) business days thereafter, OWNER shall notify CITY, in writing, of such sale, transfer or assignment and shall provide CITY with an executed agreement, in a form reasonably acceptable to CITY, by the purchaser, transferee or assignee and providing therein that the purchaser, transferee or assignee expressly and unconditionally assumes all the duties and obligations of OWNER under this Agreement. Any sale, transfer or assignment not made in strict compliance with the foregoing conditions shall constitute a default by OWNER under this Agreement. Notwithstanding the failure of any purchaser, transferee or assignee to execute the agreement required by Paragraph (b) of this Subsection 2.4.1, the burdens of this Agreement shall be binding upon such purchaser, transferee or assignee, but the benefits of this Agreement shall not inure to such purchaser, transferee or assignee until and unless such agreement is executed. OWNER shall have the right to reserve from any assignment made pursuant to this Subsection 2.4.1 any or all right, title and interest in and to a credit or reimbursement provided for in this Agreement; provided however, that the existence and extent of any such reservation shall be expressly referred to in the written agreement required by Section 2.4.1(b), above. 2.4.2 Release of Transferring OWNER. Notwithstanding any sale, transfer or assignment, a transferring OWNER shall continue to be obligated under this Agreement unless such transferring OWNER is given a release in writing by CITY, which release shall be provided by CITY upon the full satisfaction by such transferring OWNER of the following conditions: (a) OWNER no longer has a legal or equitable interest in all or any part of the Property. (b) OWNER is not then in default under this Agreement. (c) OWNER has provided CITY with the notice and executed agreement required under Paragraph (b) of Subsection 2.4.1 above. 2.4.3 Subsequent Assignment. Any subsequent sale, transfer or assignment after an initial sale, transfer or assignment shall be made only in accordance with and subject to the terms and conditions of this Section. 2.4.4 Termination of Agreement With Respect to Individual Lots Upon Sale to Public and Completion of Construction. The provisions of Subsection 2.4.1 shall not apply to the sale or lease (for a period longer than one year) of any lot which has been finally subdivided and is individually (and not in “bulk”) sold or leased to a member of the public or other ultimate user. Notwithstanding any other provisions of this Agreement, this Agreement shall automatically terminate with respect to any such lot and such lot shall be released and no longer be subject to this Agreement without the execution or recordation of any further document upon satisfaction of both of the following conditions: 4.2.c Packet Pg. 99 Attachment: 03 DA 18-1 Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 110 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 8 (a) The lot has been finally subdivided and individually (and not in “bulk”) sold or leased (for a period longer than one year) to a member of the public or other ultimate user; and (b) A certificate of occupancy has been issued for a building on the lot, and the fees set forth under Section 4.2 of this Agreement have been paid. 2.5 Amendment or Cancellation of Agreement. This Agreement may be amended or canceled in whole or in part only by written consent of all parties in the manner provided for in Government Code Section 65868 and Article 5 of the Development Agreement Policies. This provision shall not limit any remedy of CITY or OWNER as provided by this Agreement. 2.6 Termination. This Agreement shall be deemed terminated and of no further effect upon the occurrence of any of the following events: (a) Expiration of the stated term of this Agreement as set forth in Section 2.3. (b) Entry of a final judgment setting aside, voiding or annulling the adoption of the ordinance approving this Agreement. (c) The adoption of a referendum measure overriding or repealing the ordinance approving this Agreement. (d) Completion of the Project in accordance with the terms of this Agreement, including issuance of all required occupancy permits and acceptance by CITY or applicable public agency of all required dedications. (e) Termination of this Agreement based on any default of OWNER and following the termination proceedings required by Articles 7 and 8 of the Development Agreement Policies. Termination of this Agreement shall not constitute termination of any other land use entitlements approved for the Property. Upon the termination of this Agreement, no party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination or with respect to any default in the performance of the provisions of this Agreement which has occurred prior to such termination or with respect to any obligations which are specifically set forth as surviving this Agreement. Upon such termination, any public facilities and services mitigation fees paid pursuant to Section 4.2 of this Agreement by OWNER to CITY for residential units on which construction has not yet begun shall be refunded to OWNER by CITY. 2.7 Notices. (a) As used in this Agreement, “notice” includes, but is not limited to, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. 4.2.c Packet Pg. 100 Attachment: 03 DA 18-1 Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 111 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 9 (b) All notices shall be in writing and shall be considered given either: (i) when delivered in person to the recipient named below; or (ii) on the date of delivery shown on the return receipt, after deposit in the United States mail in a sealed envelope as either registered or certified mail with return receipt requested, and postage and postal charges prepaid, and addressed to the recipient named below; or (iii) on the date of delivery shown in the records of the telegraph company after transmission by telegraph to the recipient named below. All notices shall be addressed as follows: If to CITY: City of San Jacinto 595 S. San Jacinto Ave. San Jacinto, CA 92583 Attn: City Manager Telephone: (951) 487-7342 Facsimile: (951) 654-3728 Copy to: Best, Best & Krieger, LLP 300 South Grand Ave. 25th Floor Los Angeles, CA 90071 Attn: City Attorney Telephone: (213) 617-8100 Facsimile: (213) 617-7480 If to OWNER: SRC, L.P. Attn: Mark E. Zimmerman 18818 Teller Ave. Suite 100 Irvine, CA 92612 SJSA Investments, LLC Attn. H&L Management, Inc. 250 Pilot Road, Suite 140 Las Vegas, NV 89119 (c) Either party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 3. DEVELOPMENT OF THE PROPERTY. 3.1 Rights to Develop. Subject to the terms of this Agreement, including the Reservations of Authority, OWNER shall have a vested right to develop the Property in accordance with, and to the extent of, the Development Plan. The Project shall remain subject to all 4.2.c Packet Pg. 101 Attachment: 03 DA 18-1 Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 112 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 10 Subsequent Development Approvals required to complete the Project as contemplated by the Development Plan. Except as otherwise provided in this Agreement, the permitted uses of the Property, the density and intensity of use, the maximum height and size of proposed buildings, and provisions for reservation and dedication of land for public purposes shall be those set forth in the Development Plan. 3.2 Effect of Agreement on Land Use Regulations. Except as otherwise provided under the terms of this Agreement, including the Reservations of Authority, the rules, regulations and official policies governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, and the design, improvement and construction standards and specifications applicable to development of the Property shall be the Existing Land Use Regulations. In connection with any Subsequent Development Approval, CITY shall exercise its discretion in accordance with the Development Plan, and as provided by this Agreement, including, but not limited to, the Reservations of Authority. CITY shall accept for processing, review and action all applications for Subsequent Development Approvals, and such applications shall be processed in the normal manner for processing such matters. 3.3 Timing of Development. The parties acknowledge that OWNER cannot at this time predict when or the rate at which phases of the Property will be developed. Such decisions depend upon numerous factors which are not within the control of OWNER, such as market orientation and demand, interest rates, absorption, completion and other similar factors. Since the California Supreme Court held in Pardee Construction Co. v. City of Camarillo (1984) 37 Cal.3d 465, that the failure of the parties therein to provide for the timing of development resulted in a later adopted initiative restricting the timing of development to prevail over such parties’ agreement, it is the parties’ intent to cure that deficiency by acknowledging and providing that OWNER shall have the right to develop the Property in such order and at such rate and at such times as OWNER deems appropriate within the exercise of its subjective business judgment, subject only to any timing or phasing requirements set forth in Section 3.4. 3.4 Phasing Plan. Development of the Property shall be subject to all timing and phasing requirements established by the Development Plan. 3.5 Changes and Amendments. The parties acknowledge that refinement and further development of the Project will require Subsequent Development Approvals and may demonstrate that changes are appropriate and mutually desirable in the Existing Development Approvals. In the event OWNER finds that a change in the Existing Development Approvals is necessary or appropriate, OWNER shall apply for a Subsequent Development Approval to effectuate such change and CITY shall process and act on such application in accordance with the Existing Land Use Regulations, except as otherwise provided by this Agreement including the Reservations of Authority. If approved, any such change in the Existing Development Approvals shall be incorporated herein as an addendum to Exhibit “C”, and may be further changed from time to time as provided in this Section. Unless otherwise required by law, as determined by the City Manager, a change to the Existing Development Approvals shall be deemed “minor” and not require an amendment to this Agreement provided such change does not: (a) Alter the permitted uses of the Property as a whole; or, 4.2.c Packet Pg. 102 Attachment: 03 DA 18-1 Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 113 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 11 (b) Increase the density or intensity of use of the Property as a whole; or, (c) Increase the maximum height and size of permitted buildings; or, (d) Delete a requirement for the reservation or dedication of land for public purposes within the Property as a whole; or, (e) Constitute a project requiring a subsequent or supplemental environmental impact report pursuant to Section 21166 of the Public Resources Code. 3.6 Reservations of Authority. 3.6.1 Limitations, Reservations and Exceptions. Notwithstanding any other provision of this Agreement, the following Subsequent Land Use Regulations shall apply to the development of the Property. (a) Processing fees and charges of every kind and nature imposed by CITY to cover the estimated actual costs to CITY of processing applications for Development Approvals or for monitoring compliance with any Development Approvals granted or issued. (b) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure. (c) Regulations governing construction standards and specifications including, without limitation, the CITY’s Building Code, Plumbing Code, Mechanical Code, Electrical Code, Fire Code and Grading Code. (d) Regulations imposing Dedication Requirements or Development Exactions; provided, however, that no such subsequently adopted Dedication Requirements or Development Exactions shall be applicable to development of the Property unless such Dedication Requirements or Development Exactions are applied uniformly to development throughout the CITY or within a defined area of benefit that includes the Property. No such subsequently adopted Dedication Requirement or Development Exaction shall apply if its application to the Property would physically prevent development of the Property for the uses and to the density or intensity of development set forth in the Development Plan. In the event any such subsequently adopted Dedication Requirement or Development Exaction fulfills the same purposes, in whole or in part, as the fees set forth in Section 4.2 of this Agreement, CITY shall allow a credit against such subsequently adopted Dedication Requirement or Development Exaction for the fees paid under Section 4.2 of this Agreement to the extent such fees fulfill the same purposes. (e) Regulations which may be in conflict with the Development Plan but which are reasonably necessary to protect the public health and safety. To the extent possible, any such regulations shall be applied and construed so as to provide OWNER with the rights and assurances provided under this Agreement. (f) Regulations which are not in conflict with the Development Plan. Any regulation, whether adopted by initiative or otherwise, limiting the rate or timing of 4.2.c Packet Pg. 103 Attachment: 03 DA 18-1 Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 114 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 12 development of the Property shall be deemed to conflict with the Development Plan and shall therefore not be applicable to the development of the Property. (g) Regulations which are in conflict with the Development Plan provided OWNER has given written consent to the application of such regulations to development of the Property. 3.6.2 Subsequent Development Approvals. This Agreement shall not prevent CITY, in acting on Subsequent Development Approvals, from applying Subsequent Land Use Regulations which do not conflict with the Development Plan, nor shall this Agreement prevent CITY from denying or conditionally approving any Subsequent Development Approval on the basis of the Existing Land Use Regulations or any Subsequent Land Use Regulation not in conflict with the Development Plan. 3.6.3 Modification or Suspension by State or Federal Law. In the event that State or Federal laws or regulations, enacted after the Effective Date of this Agreement, prevent or preclude compliance with one or more of the provisions of this Agreement, such provisions of this Agreement shall be modified or suspended as may be necessary to comply with such St ate or Federal laws or regulations, provided, however, that this Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provisions impractical to enforce. 3.6.4 Intent. The parties acknowledge and agree that CITY is restricted in its authority to limit its police power by contract and that the foregoing limitations, reservations and exceptions are intended to reserve to CITY all of its police power which cannot be so limited. This Agreement shall be construed, contrary to its stated terms if necessary, to reserve to CITY all such power and authority which cannot be restricted by contract. 3.7 Public Works. If OWNER is required by this Agreement to construct any public works facilities which will be dedicated to CITY or any other public agency upon completion, and if required by applicable laws to do so, OWNER shall perform such work in the same manner and subject to the same requirements and standards as would be applicable to CITY or such other public agency should it have undertaken such construction. 3.8 Provision of Real Property Interests by CITY. In any instance where OWNER is required to construct any public improvement on land not owned by OWNER, OWNER shall at its sole cost and expense provide, or cause to be provided, the real property interests necessary for the construction of such public improvements. In the event OWNER is unable, after exercising reasonable efforts, including, but not limited to, the rights under Sections 1001 and 1002 of the Civil Code, to acquire the real property interests necessary for the construction of such public improvements, and if so instructed by OWNER and upon OWNER’S provision of adequate security for costs CITY may reasonably incur, CITY shall negotiate the purchase of the necessary real property interests to allow OWNER to construct the public improvements as required by this Agreement and, if necessary, in accordance with the procedures established by law, use its power of eminent domain to acquire such required real property interests. OWNER shall pay all costs associated with such acquisition or condemnation proceedings. This Section 3.8 is not intended by the parties to impose upon the OWNER an enforceable duty to acquire land or construct any public 4.2.c Packet Pg. 104 Attachment: 03 DA 18-1 Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 115 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 13 improvements on land not owned by OWNER, except to the extent that the OWNER elects to proceed with the development of the Project, and then only in accordance with valid conditions imposed by the CITY upon the Development under the Subdivision Map Act or other legal authority. 3.9 Regulation by Other Public Agencies. It is acknowledged by the parties that other public agencies not within the control of CITY possess authority to regulate aspects of the Development separately from or jointly with CITY and this Agreement does not limit the authority of such other public agencies. 3.10 Conditional Use Permit 1-08 Extension. The term of CUP 1-08, development projects, tentative parcel map(s) heretofore or hereafter approved in connection with the Development shall expire upon the expiration or earlier termination of this Agreement. Said term of such conditional use permit shall be the sole and exclusive term and shall be in lieu of any other term or term extension provided for pursuant to the CITY resolution or ordinance. 3.11 Amendment(s) to Conditional Use Permit 1-08. Any amendment to the CUP, heretofore or hereafter approved in connection with the Development, which is deemed “minor” in accordance with Section 3.5 of this Agreement shall not require an amendment to this Agreement. If and upon OWNER election to exercise the term extension authorized under Section 2.3 of this Agreement, during such two-year extended term, all conditions of approval for the CUP identified under this Agreement shall be reviewed for changed circumstances and modifications may be required. Subject to applicable provisions of the City’s Municipal Code. 3.12 Vesting Tentative Maps. Not Applicable. 3.13 Utilities. In accordance with Section 201(h) of the Development Agreement Policies, the Project shall be connected to all utilities necessary to provide adequate water, sewer, gas, electric, and other utility service to the Project. OWNER shall contract with the CITY for CITY-owned or operated utilities serving the Project for such prices and on such terms as may be mutually agreed to between the parties. 4. PUBLIC BENEFITS. 4.1 Intent. The parties acknowledge and agree that the Development will result in substantial public needs which will not be fully met by the Development Plan and further acknowledge and agree that this Agreement confers substantial private benefits on OWNER which should be balanced by commensurate public benefits. Accordingly, the parties intend to provide consideration to the public to balance the private benefits conferred on OWNER by providing more fully for the satisfaction of the public needs resulting from the Project. 4.2 Development Agreement Fee. In addition to the other obligations of OWNER contained in this Agreement, the Project shall also be subject to a “Development Agreement Fee.” The Development Agreement Fee shall be paid to CITY and shall cover the initial term of five (5) years of this Agreement. The Development Agreement Fee shall be twenty-five cents (.25 cents) per gross square foot of building area for the initial term of five (5) years of this Agreement. If and upon OWNER election to exercise the term extension authorized under Section 2.3 of this Agreement, the Development Agreement Fee shall increase to forty cents (.40 cents) per gross 4.2.c Packet Pg. 105 Attachment: 03 DA 18-1 Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 116 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 14 square foot of building area for the extended term of two (2) years of this Agreement. In addition, during such two-year extended term, all conditions of approval for any tentative tract map identified under this Agreement shall be reviewed for changed circumstances and modifications may be required. The Development Agreement Fee shall not be used to offset any Development Impact Fee(s). OWNER shall not be entitled to any credit against the Development Agreement Fee resulting from OWNER’s provision of public improvements as required by the Development Plan or this Agreement. 4.2.1 Time of Payment. The Development Agreement Fee required pursuant to Section 4.2 shall be paid to CITY prior to, and as a condition precedent to, the issuance of the certificate of occupancy for each building. No fees shall be payable for building permits issued prior to the Effective Date of this Agreement, but the Development Agreement Fee required pursuant to Section 4.3 shall be paid prior to the re-issuance or extension of any building permit for a building for which such Development Agreement Fee has not previously been paid. 4.2.2 Development Agreement Processing Fee and Deposit(s). In addition to the Development Agreement Fee, OWNER has paid the CITY a one-time fee separately for processing of the Development Agreement (“Development Agreement Processing Fee”) in the amount of Five Thousand Dollars ($5,000.00) and an Environmental Fee of Five Hundred Dollars ($500.00), an Administration Fee of One Thousand Five Hundred Dollars ($1,500.00) (“Administration Fee”). In addition, OWNER have paid CITY separately a deposit for the planning and legal costs associated with the preparation and processing of the Development Agreement. The planning and legal deposit (“Legal Expense Deposit”) shall be in the amount of Ten Thousand Dollars ($10,000.00). CITY acknowledges receipt of OWNER’s prior payment of the Development Agreement Processing Fee, Administration Fee and Legal Expense Deposit. Should the planning and legal costs associated with the preparation and processing of the Development Agreement exceed OWNER’s Legal Expense Deposit, CITY reserves the right to require OWNER to pay an additional deposit prior to recordation to cover the cost of such planning and legal services. 4.3 Other Fees. In addition to the Development Agreement Fee, Development Agreement Processing Fee, Administration Fee, and Legal Expense Deposit(s), and other obligations of OWNER contained in this Agreement, OWNER shall also be responsible for payment of all Transportation Uniform Mitigation Fees (TUMF) and Multiple Species Habitat Conservation Plan Fees (MSHCP). Further, OWNER additionally shall be responsible for payment of all relevant fees for Community Facilities District (CFD), Assessment District (AD), and Landscape, Lighting and Park District No. 2 (LLPD No. 2), as applicable to the Property. 5. FINANCING OF PUBLIC IMPROVEMENTS. If deemed appropriate, CITY and OWNER will cooperate in the formation of any special assessment district, community facilities district or alternate financing mechanism to pay for the construction and/or maintenance and operation of public infrastructure facilities required as part of the Development Plan. CITY also agrees that, to the extent any such district or other financing entity is formed and sells bonds in order to finance such reimbursements, OWNER may be reimbursed to the extent that OWNER spends funds or dedicates land for the establishment of public facilities. Notwithstanding the foregoing, it is acknowledged and agreed by the parties that nothing contained in this Agreement shall be construed as requiring CITY or the City Council to 4.2.c Packet Pg. 106 Attachment: 03 DA 18-1 Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 117 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 15 form any such district or to issue and sell bonds. 6. REVIEW FOR COMPLIANCE. 6.1 Periodic Review. The Development Director shall review this Agreement annually, on or before the anniversary of the Effective Date, in order to ascertain the good faith compliance by OWNER with the terms of this Agreement. OWNER shall submit an Annual Monitoring Report, in a form acceptable to the Development Director, within thirty (30) days after written notice from the Development Director. The Annual Monitoring Report shall be accompanied by an annual review and administration fee sufficient to defray the estimated costs of review and administration of this Agreement during the succeeding year. The amount of the annual review and administration fee shall be set annually by resolution of the City Council. 6.2 Special Review. The City Council may order a special review of compliance with this Agreement at any time. The Development Director shall conduct such special reviews. 6.3 Procedure. (a) During either a periodic review or a special review, OWNER shall be required to demonstrate good faith compliance with the terms of this Agreement. The burden of proof on this issue shall be on OWNER. (b) Upon completion of a periodic review or a special review, the Development Director shall submit a report to the City Council setting forth the evidence concerning good faith compliance by OWNER with the terms of this Agreement and his or her recommended finding on that issue. (c) If the City Council finds on the basis of substantial evidence that OWNER has complied in good faith with the terms and conditions of this Agreement, the review shall be concluded. (d) If the City Council makes a preliminary finding that OWNER has not complied in good faith with the terms and conditions of this Agreement, the Council may modify or terminate this Agreement as provided in Section 6.4 and Section 6.5. Notice of default as provided under Section 7.4 of this Agreement shall be given to OWNER prior to or concurrent with, proceedings under Section 6.4 and Section 6.5. 6.4 Proceedings Upon Modification or Termination. If, upon a finding under Section 6.3, CITY determines to proceed with modification or termination of this Agreement, CITY shall give written notice to OWNER of its intention so to do. The notice shall be given at least ten (10) calendar days prior to the scheduled hearing and shall contain: (a) The time and place of the hearing; (b) A statement as to whether or not CITY proposes to terminate or to modify the Agreement; and 4.2.c Packet Pg. 107 Attachment: 03 DA 18-1 Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 118 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 16 (c) Such other information as is reasonably necessary to inform OWNER of the nature of the proceeding. 6.5 Hearing on Modification or Termination. At the time and place set for the hearing on modification or termination, OWNER shall be given an opportunity to be heard. OWNER shall be required to demonstrate good faith compliance with the terms and conditions of this Agreement. The burden of proof on this issue shall be on OWNER. If the City Council finds, based upon substantial evidence, that OWNER has not complied in good faith with the terms or conditions of the Agreement, the City Council may terminate this Agreement or modify this Agreement and impose such conditions as are reasonably necessary to protect the interests of the CITY. The decision of the City Council shall be final, subject only to judicial review pursuant to Section 1094.5 of the Code of Civil Procedure. 6.6 Certificate of Agreement Compliance. If, at the conclusion of a periodic or special review, OWNER is found to be in compliance with this Agreement, CITY shall, upon request by OWNER, issue a Certificate of Agreement Compliance (“Certificate”) to OWNER stating that after the most recent periodic or special review and based upon the information known or made known to the Development Director and City Council that (1) this Agreement remains in effect and (2) OWNER is not in default. The Certificate shall be in recordable form, shall contain information necessary to communicate constructive record notice of the finding of compliance, shall state whether the Certificate is issued after a periodic or special review and shall state the anticipated date of commencement of the next periodic review. OWNER may record the Certificate with the County Recorder. Whether or not the Certificate is relied upon by assignees or other transferees or OWNER, CITY shall not be bound by a Certificate if a default existed at the time of the periodic or special review, but was concealed from or otherwise not known to the Development Director or City Council. 6.7 Estoppel Certificates. A party may at any time deliver written notice to the other party requesting an estoppel certificate (the “Estoppel Certificate”). A party receiving a request for an Estoppel Certificate shall provide a signed certificate to the requesting party within thirty (30) days after receipt of the request. The Planning Director or any person designated by the City Manager may sign Estoppel Certificates on behalf of the CITY. Any officer or other authorized representative of OWNER may sign on behalf of OWNER. An Estoppel Certificate is intended to be relied on by assignees and Mortgagees. If one party requests an Estoppel Certificate from the other, the requesting party shall reimburse the other party for all reasonable and direct costs and fees incurred by such party with providing the Estoppel Certificate. The Estoppel Certificate shall address issues such as whether: (a) The Agreement is in full force and effect and is a binding obligation of the parties. (b) The Agreement has been amended or modified either orally or in writing and, if so amended, identifying the amendments. (c) A default in the performance of the requesting party’s obligations under the 4.2.c Packet Pg. 108 Attachment: 03 DA 18-1 Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 119 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 17 Agreement exists and, if a default does exist, the nature and amount of any default. Whether or not the Estoppel Certificate is relied upon by assignees or other transferees or OWNER or CITY, the preparing party shall not be bound by an Estoppel Certificate if a default existed at the time of the issuance of the Estoppel Certificate, but was concealed from or otherwise not known to the preparing party. 7. DEFAULT AND REMEDIES. 7.1 Remedies in General. It is acknowledged by the parties that CITY would not have entered into this Agreement if it were to be liable in damages under this Agreement, or with respect to this Agreement or the application thereof. In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this Agreement, except that CITY shall not be liable in damages to OWNER, or to any successor in interest of OWNER, or to any other person, and OWNER covenants not to sue for damages or claim any damages: (a) For any breach of this Agreement or for any cause of action which arises out of this Agreement; or (b) For the taking, impairment or restriction of any right or interest conveyed or provided under or pursuant to this Agreement; or (c) Arising out of or connected with any dispute, controversy or issue regarding the application or interpretation or effect of the provisions of this Agreement. 7.2 Specific Performance. The parties acknowledge that money damages and remedies at law generally are inadequate and specific performance and other non-monetary relief are particularly appropriate remedies for the enforcement of this Agreement and should be available to all parties for the following reasons: (a) Money damages are unavailable against CITY as provided in Section 7.1 above. (b) Due to the size, nature and scope of the project, it may not be practical or possible to restore the Property to its natural condition once implementation of this Agreement has begun. After such implementation, OWNER may be foreclosed from other choices it may have had to utilize the Property or portions thereof. OWNER has invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms of this Agreement and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this Agreement, and it is not possible to determine the sum of money which would adequately compensate OWNER for such efforts. 7.3 Release. Except for nondamage remedies, including the remedy of specific performance and judicial review as provided for in Section 7.2, OWNER, for itself, its successors and assignees, hereby releases the CITY, its officers, agents and employees from any and all claims, demands, actions, or suits of any kind or nature arising out of any liability, known or 4.2.c Packet Pg. 109 Attachment: 03 DA 18-1 Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 120 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 18 unknown, present or future, including, but not limited to, any claim or liability, based or asserted, pursuant to Article I, Section 19 of the California Constitution, the Fifth Amendment of the United States Constitution, or any other law or ordinance which seeks to impose any other liabilit y or damage, whatsoever, upon the CITY because it entered into this Agreement or because of the terms of this Agreement. 7.4 Termination or Modification of Agreement for Default of OWNER. Subject to the provisions contained in Subsection 7.5 herein, CITY may terminate or modify this Agreement for any failure of OWNER to perform any material duty or obligation of OWNER under this Agreement, or to comply in good faith with the terms of this Agreement (hereinafter referred to as “default”); provided, however, CITY may terminate or modify this Agreement pursuant to this Section only after providing written notice to OWNER of default setting forth the nature of the default and the actions, if any, required by OWNER to cure such default and, where the default can be cured, OWNER has failed to take such actions and cure such default within sixty (60) days after the effective date of such notice or, in the event that such default cannot be cured within such 60-day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such 60 day period and to diligently proceed to complete such actions and cure such default. 7.5 Termination of Agreement for Default of CITY. OWNER may terminate this Agreement only in the event of a default by CITY in the performance of a material term of this Agreement and only after providing written notice to CITY of default setting forth the nature of the default and the actions, if any, required by CITY to cure such default and, where the de fault can be cured, CITY has failed to take such actions and cure such default within sixty (60) days after the effective date of such notice or, in the event that such default cannot be cured within such 60 day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such 60 day period and to diligently proceed to complete such actions and cure such default. 8. THIRD PARTY LITIGATION. 8.1 General Plan Litigation. CITY has determined that this Agreement is consistent with its Comprehensive General Plan (“General Plan”), and that the General Plan meets all requirements of law. OWNER has reviewed the General Plan and concurs with CITY’s determination. CITY shall have no liability in damages under this Agreement for any failure of CITY to perform under this Agreement or the inability of OWNER to develop the Property as contemplated by the Development Plan as the result of a judicial determination that on the Effective Date, or at any time thereafter, the General Plan, or portions thereof, are invalid or inadequate or not in compliance with law. 8.2 Third Party Litigation Concerning Agreement. OWNER shall defend, at its expense, including attorneys’ fees, indemnify, and hold harmless CITY, its agents, officers and employees from any claim, action or proceeding against CITY, its agents, officers, or employees to attack, set aside, void, or annul the approval of this Agreement or the approval of any permit granted pursuant to this Agreement. CITY shall promptly notify OWNER of any such claim, 4.2.c Packet Pg. 110 Attachment: 03 DA 18-1 Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 121 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 19 action or proceeding, and CITY shall cooperate in the defense. If CITY fails to promptly notify OWNER of any such claim, action or proceeding, or if CITY fails to cooperate in the defense, OWNER shall not thereafter be responsible to defend, indemnify, or hold harmless CITY. CITY may in its discretion participate in the defense of any such claim, action or proceeding. 8.3 Indemnity. In addition to the provisions of 8.2 above, OWNER shall indemnify and hold CITY, its officers, agents, employees and independent contractors free and harmless from any liability whatsoever, based or asserted upon any act or omission of OWNER, its officers, agents, employees, subcontractors and independent contractors, for property damage, bodily injury, or death (OWNER’s employees included) or any other element of damage of any kind or nature, relating to or in any way connected with or arising from the activities contemplated hereunder, including, but not limited to, the study, design, engineering, construction, completion, failure and conveyance of the public improvements, save and except claims for damages arising through the sole active negligence or sole willful misconduct of CITY. OWNER shall defend, at its expense, including attorneys’ fees, CITY, its officers, agents, employees and independent contractors in any legal action based upon such alleged acts or omissions. CITY may in its discretion participate in the defense of any such legal action. 8.4 Environment Assurances. OWNER shall indemnify and hold CITY, its officers, agents, and employees free and harmless from any liability, based or asserted, upon any act or omission of OWNER, its officers, agents, employees, subcontractors, predecessors in interest, successors, assigns and independent contractors for any violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater conditions, and OWNER shall defend, at its expense, including attorneys’ fees, CITY, its officers, agents and employees in any action based or asserted upon any such alleged act or omission. CITY may in its discretion participate in the defense of any such action. 8.5 Reservation of Rights. With respect to Sections 8.2, 8.3 and 8.4 herein, CITY reserves the right to either (1) approve the attorney(s) which OWNER selects, hires or otherwise engages to defend CITY hereunder, which approval shall not be unreasonably withheld, or (2) conduct its own defense, provided, however, that OWNER shall reimburse CITY forthwith for any and all reasonable expenses incurred for such defense, including attorneys’ fees, upon billing and accounting therefor. 8.6 Survival. The provisions of Sections 8.1 through 8.6, inclusive, shall survive the termination of this Agreement. 9. MORTGAGEE PROTECTION. The parties hereto agree that this Agreement shall not prevent or limit OWNER, in any manner, at OWNER’s sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. CITY acknowledges that the lenders providing such financing may require certain Agreement interpretations and modifications and agrees upon request, from time to time, to meet with OWNER and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. CITY will not unreasonably 4.2.c Packet Pg. 111 Attachment: 03 DA 18-1 Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 122 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 20 withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this Agreement. Any Mortgagee of the Property shall be entitled to the following rights and privileges: (a) Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage on the Property made in good faith and for value, unless otherwise required by law. (b) The Mortgagee of any mortgage or deed of trust encumbering the Property, or any part thereof, which Mortgagee, has submitted a request in writing to the CITY in the manner specified herein for giving notices, shall be entitled to receive written notification from CITY of any default by OWNER in the performance of OWNER’s obligations under this Agreement. (c) If CITY timely receives a request from a mortgagee requesting a copy of any notice of default given to OWNER under the terms of this Agreement, CITY shall provide a copy of that notice to the Mortgagee within ten (10) days of sending the notice of default to OWNER. The Mortgagee shall have the right, but not the obligation, to cure the default during the remaining cure period allowed such party under this Agreement. (d) Any Mortgagee who comes into possession of the Property, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Property, or part thereof, subject to the terms of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, no Mortgagee shall have an obligation or duty under this Agreement to perform any of OWNER’s obligations or other affirmative covenants of OWNER hereunder, or to guarantee such performance; provided, however, that to the extent that any covenant to be performed by OWNER is a condition precedent to the performance of a covenant by CITY, the performance thereof shall continue to be a condition precedent to CITY’s performance hereunder, and further provided that any sale, transfer or assignment by any Mortgagee in possession shall be subject to the provisions of Section 2.4 of this Agreement. 10. MISCELLANEOUS PROVISIONS. 10.1 Recordation of Agreement. This Agreement and any amendment or cancellation thereof shall be recorded with the County Recorder by the City Clerk within the period required by Section 65868.5 of the Government Code. 10.2 Entire Agreement. This Agreement sets forth and contains the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement. 10.3 Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this Agreement. Notwithstanding the foregoing, the provision of the public benefits set forth in Section 4 of this Agreement, including the payment of the fees set forth 4.2.c Packet Pg. 112 Attachment: 03 DA 18-1 Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 123 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 21 therein, are essential elements of this Agreement and CITY would not have entered into this Agreement but for such provisions, and therefore in the event such provisions are determined to be invalid, void or unenforceable, this entire Agreement shall be null and void and of no force and effect whatsoever. 10.4 Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement, all parties having been represented by counsel in the negotiation and preparation hereof. 10.5 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. 10.6 Singular and Plural. As used herein, the singular of any word includes the plural. 10.7 Joint and Several Obligations. If at any time during the term of this Agreement the Property is owned, in whole or in part, by more than one OWNER, all obligations of such OWNERS under this Agreement shall be joint and several, and the default of any such OWNER shall be the default of all such OWNERS. Notwithstanding the foregoing, no OWNER of a single lot which has been finally subdivided and sold to such OWNER as a member of the general public or otherwise as an ultimate user shall have any obligation under this Agreement except as provided under Section 4 hereof. 10.8 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element. 10.9 Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party’s right to insist and demand strict compliance by the other party with the terms of this Agreement thereafter. 10.10 No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the parties and their successors and assigns. No other person shall have any right of action based upon any provision of this Agreement. 10.11 Force Majeure. Neither party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by floods, earthquakes, other Acts of God, fires, wars, riots or similar hostilities, acts of terrorism, strikes and other labor difficulties beyond the party’s control, (including the party’s employment force), government regulations, court actions (such as restraining orders or injunctions), or other causes beyond the party’s control. If any such events shall occur, the term of this Agreement and the time for performance by either party of any of its obligations hereunder may be extended by the written agreement of the parties for the period of time that such events prevented such performance, provided that the term of this Agreement shall not be extended under any circumstances for more than five (5) years. 4.2.c Packet Pg. 113 Attachment: 03 DA 18-1 Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 124 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 22 10.12 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited party. 10.13 Successors in Interest. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all successors in interest to the parties to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act hereunder with regard to development of the Property: (a) is for the benefit of and is a burden upon every portion of the Property; (b) runs with the Property and each portion thereof; and, (c) is binding upon each party and each successor in interest during OWNERship of the Property or any portion thereof. 10.14 Counterparts. This Agreement may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument. 10.15 Jurisdiction and Venue. Any action at law or in equity arising under this Agreement or brought by a party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the Count y of Riverside, State of California, and the parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court. 10.16 Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between CITY and OWNER is that of a government entity regulating the development of private property and the OWNER of such property. 10.17 Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the request of either party at any time, the other party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement. 10.18 Eminent Domain. No provision of this Agreement shall be construed to limit or restrict the exercise by CITY of its power of eminent domain. 10.19 Agent for Service of Process. In the event OWNER is not a resident of the State of California or it is an association, partnership or joint venture without a member, partner or joint venturer resident of the State of California, or it is a foreign corporation, then in any such event, OWNER shall file with the Planning Director, upon its execution of this Agreement, a designation 4.2.c Packet Pg. 114 Attachment: 03 DA 18-1 Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 125 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 23 of a natural person residing in the State of California, giving his or her name, residence and business addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this Agreement, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon OWNER. If for any reason service of such process upon such agent is not feasible, then in such event OWNER may be personally served with such process out of this County and such service shall constitute valid service upon OWNER. OWNER is amenable to the process so served, submits to the jurisdiction of the Court so obtained and waives any and all objections and protests thereto. OWNER for itself, assigns and successors hereby waives the provisions of the Hague Convention (Convention on the Service Abroad of Judicial and Extra Judicial Documents in Civil or Commercial Matters, 20 U.S.T. 361, T.I.A.S. No. 6638). 10.20 Incorporation of Recitals. The recitals set forth above are incorporated herein by this reference as if fully set forth herein. 10.21 Authority to Execute. The person or persons executing this Agreement on behalf of OWNER warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation, partnership or business entity and warrants and represents that he or she/they has/have the authority to bind OWNER to the performance of its obligations hereunder. IN WITNESS WHEREOF, the parties hereto have executed this Development Agreement on the last day and year set forth below. SIGNATURES ON THE FOLLOWING PAGE(S) 4.2.c Packet Pg. 115 Attachment: 03 DA 18-1 Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 126 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 24 SIGNATURE PAGE TO DEVELOPMENT AGREEMENT NO. 18-1 BY AND BETWEEN CITY OF SAN JACINTO AND SRC, L.P. AND SJSA INVESTMENTS, LLC OWNER SRC, L.P. By: Mark E. Zimmerman Its: Dated: _______________ OWNER SJSA INVESTMENTS, LLC By: Robert M. Evans Its: Senior Vice President__________ Dated: _______________ CITY CITY OF SAN JACINTO, a California municipal corporation By: _____________, Mayor Dated: _______________ ATTEST: By: Angela Walton, City Clerk 4.2.c Packet Pg. 116 Attachment: 03 DA 18-1 Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 127 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 25 APPROVED AS TO LEGAL FORM: BEST BEST & KRIEGER LLP, City Attorney 4.2.c Packet Pg. 117 Attachment: 03 DA 18-1 Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 128 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) B-1 EXHIBIT “A” PROPERTY LEGAL DESCRIPTION Real property in the City of San Jacinto, County of Riverside, State of California, described as on the following page: 4.2.c Packet Pg. 118 Attachment: 03 DA 18-1 Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 129 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) B-2 4.2.c Packet Pg. 119 Attachment: 03 DA 18-1 Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 130 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) B-3 EXHIBIT “B” PROPERTY MAP 4.2.c Packet Pg. 120 Attachment: 03 DA 18-1 Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 131 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) C-1 EXHIBIT “C” EXISTING DEVELOPMENT APPROVALS  CONIDITIONAL USE PERMIT 1-08;  PARCEL MAP 35888; AND  FINAL CONDITIONS OF APPROVAL DATED 4.2.c Packet Pg. 121 Attachment: 03 DA 18-1 Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 132 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) D-1 EXHIBIT “D” EXISTING LAND USE REGULATIONS City of San Jacinto General Plan City of San Jacinto General Plan Map City of San Jacinto Development Code City of San Jacinto Zoning Map City of San Jacinto Municipal Code 4.2.c Packet Pg. 122 Attachment: 03 DA 18-1 Development Agreement (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 133 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) !! ! CVS Pharmacy #8943 Parkside Village Park San Jacinto Shell #86 SANDERSONCOTTONWOOD ROBINSEAGULL PELICAN FLAMINGO A L B A T R O S S Source: Esri, DigitalGlobe, GeoEye, Earthstar Geographics,CNES/Airbus DS, USDA, USGS, AeroGRID, IGN, and the GIS UserCommunity O CUP 1-08Location Map Subject Site 4.2.d Packet Pg. 123 Attachment: 04 Aerial Map (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 134 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) SANDERSONCOTTONWOOD ROBINSEAGULL PELICAN FLAMINGO A L B A T R O S S Source: Esri, DigitalGlobe, GeoEye, Earthstar Geographics,CNES/Airbus DS, USDA, USGS, AeroGRID, IGN, and the GIS UserCommunity O CUP 1-08General Plan Map Subject Site Landuse GPLU Low Density Residential Medium Density Residential Community Commercial Park 4.2.e Packet Pg. 124 Attachment: 05 General Plan Map (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 135 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) SANDERSONCOTTONWOOD ROBINSEAGULL PELICAN FLAMINGO A L B A T R O S S CG RL RM OSR Source: Esri, DigitalGlobe, GeoEye, Earthstar Geographics,CNES/Airbus DS, USDA, USGS, AeroGRID, IGN, and the GIS UserCommunity O CUP 1-08Zoning Map Subject Site Commercial General Open Space Recreational Residential Low Residential Medium 4.2.f Packet Pg. 125 Attachment: 06 Zoning Map (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 136 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) 4.2.g Packet Pg. 126 Attachment: 07 CUP 1-08 Site Plan (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC)4.1.c Packet Pg. 137 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-1 - SRC, LP and SJSA Investments, LLC) February 19, 2019 TO: City Council REQUESTED BY: Travis Randel, Community Development Director APPROVED BY: Robert A. Johnson, City Manager SUBJECT: Development Agreement 18-2 - Mountain States Development, LLC RECOMMENDATION: Staff recommends that the City Council: 1. DETERMINE that the project was adequately analyzed in an earlier adopted mitigated negative declaration for the Conditional Use Permit. Moreover, a subsequent mitigated negative declaration is not required, because there are no changed circumstances pursuant to Section 15162. 2. INTRODUCE Ordinance No. 19-07 for first reading, approving Development Agreement No. 18-2 based upon the Planning Commission’s recommendation. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SAN JACINTO, CALIFORNIA APPROVING A DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF SAN JACINTO AND MOUNTAIN STATES DEVELOPMENT, LLC. 3. AUTHORIZE the City Manager to execute a Development Agreement in substantially the form attached hereto, subject to review by the City Attorney. DISCUSSION: On January 29, 2019, after conducting a public hearing, the Planning Commission unanimously approved resolution 19-03 recommending that the City Council approve Development Agreement 18-02. Development Agreement 18-2 is a proposal to enter into a Development Agreement to extend Tentative Tract Map 33716 for a term of five-years in exchange for a Fee. On December 14, 2006, the Planning Commission recommended that the City Council Approve TTM 33716, along with Change of Zone 6-05. The City Council approved the TTM 33716 and Change of Zone 6-05 on April 14, 20007. The TTM was valid for twenty-four months after approval. In addition, the TTM was eligible for four automatic State extensions and three one - year City extensions, which brought the map expiration to April 14, 2019. Tentative Tract Map 33716 is a proposal to subdivide 11.80 gross acres into 49 single family residential lots located east side of Lyon Avenue, north of Seventh Street and bordered by the Flood Control Channel to the north and east. The property was zoned Agricultural (A) and 4.2 Packet Pg. 138 through Change of Zone 6-05 was changed to Single Family Residential (R-1). In 2012, the City adopted a new Land Use Map and the Zoning is now Residential Low Density (RL). The General Plan designation is LDR, Low-Density Residential. To prepare for and encourage new development in the coming years, staff is recommending that the City enter into Development Agreements to provide an additional five-year extension for expiring tentative tract maps, with the provision for one, two-year extension. The Development agreement will extend Tentative Tract Map 33716 for five years, to provide additional time to final the Map and develop the project. The project when built will provide additional housing opportunities for the City. The Development Agreement would have a positive fiscal impact for the City with infrastructure improvements and homes being constructed and a Development Agreement Fee paid to the City. The Development Agreement Fee will be in the amount of $1,200 per lot, paid at issuance of a Certificate of Occupancy, which will be deposited in the City’s General Fund account. If a two- year extension is granted, the Development Agreement Fee will increase to $2,000. There are no Development Impact Fee credits associated with the proposed Development Agreement. Development Agreement 18-2 has been prepared in accordance with the rules and regulations for the review and processing of Development Agreement requests in the City. The proposed development complies with the City’s General Plan. Pursuant to Section 65864, et. seq., of the California Government Code, the City of San Jacinto is authorized to enter into Development Agreements with persons having legal or equitable interests in real property for the development of such property. ENVIRONMENTAL ANALYSIS: The project was adequately analyzed in earlier an adopted mitigated negative declaration for the Tentative Tract Map. Moreover, a subsequent mitigated negative declaration is not required, because there are no changed circumstances pursuant to Section 15162. FISCAL IMPACT: The City’s General Fund will receive a DA Fee of $58,800 at $1,200 per unit if all 49 lots are developed within the DA term. ATTACHMENTS: Ordinance 19-07 Development Agreement Planning Commission Staff Report - 01-29-19 4.2 Packet Pg. 139 STATE OF CALIFORNIA ) ORDINANCE NO. 19-07 COUNTY OF RIVERSIDE ) ss CITY OF SAN JACINTO ) AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SAN JACINTO, CALIFORNIA, ADOPTING DEVELOPMENT AGREEMENT NO. 18-1 BETWEEN THE CITY OF SAN JACINTO AND MOUNTAIN STATES DEVELOPMENT, LLC WHEREAS, pursuant to Section 65864, et seq., of the California Government Code, the City of San Jacinto (“City”) is authorized to enter into development agreements with persons having legal or equitable interests in real property fo r the development of such property; and WHEREAS, Mountain States Development, LLC (“Owner”) is the owner of Tentative Tract Map 33716, with respect to the Development Agreement; and WHEREAS, City and Owner now seek to enter into Development Agreement 18-2 attached hereto as Exhibit “A;” and WHEREAS, the project covered under the Development Agreement generally consists of Tentative Tract Map 33716, a 11.80 gross acre, 49 lot single-family residential subdivision and other related improvements (“Project ”), located on the east side of Lyon Avenue, north of Seventh Street and south of the flood control channel and the purpose of Development Agreement is to extend the Tentative Tract Map for a period of five years; and WHEREAS, Chapter 17.610 of the City’s Development Code sets forth the City’s requirements for development agreements, and amendments and extensions thereof; and WHEREAS, the Development Agreement is in accordance with Chapter 17.610 of the Development Code; and WHEREAS, the Development Agreement as proposed, includes a Development Agreement Fee to be paid by Owner to the City under the Development Agreement; and WHEREAS, the Development Agreement will eliminate uncertainty in planning and provide for the orderly development of the Property, ensure progressive installation of necessary improvements, provide for public services appropriate to the development of the Project, and generally serve the purposes for which development agreements under Sections 65864 et seq. of the Government Code are intended; and WHEREAS, the project has been adequately analyzed in an earlier adopted mitigated negative declaration and a subsequent mitigated negative declaration is not required, because there are no changed circumstances pursuant to Section 15162 of the California Environmental Quality Act; and 4.2.a Packet Pg. 140 Attachment: Ordinance 19-07 (Development Agreement 18-2 - Mountain States Development, LLC) 2 WHEREAS, on January 29, 2019, the Planning Commission of the City of San Jacinto (“Planning Commission”) conducted a duly noticed public hearing on Development Agreement 18-2, at which time all persons wishing to testify in connection with Development Agreement 18-2 were heard and Development Agreement 18-2 was comprehensively reviewed; and WHEREAS, on February 19, 2019, pursuant to CEQA and in accordance with the recommendation of the Planning Commission for the City of San Jacinto (the “Planning Commission”), the City Council has determined that it can be seen with certainty that the approval of the Development Agreement is not likely to have any effect on the environment, and therefore further review is not necessary under CEQA and the CEQA Guidelines; and WHEREAS, on February 19, 2019, the San Jacinto City Council conducted a duly noticed public hearing concerning the Development Agreement, at which time all persons wishing to do so had an opportunity to provide testimony regarding the Development Agreement, and at which time the City Council thoroughly reviewed the Development Agreement; and THE CITY COUNCIL OF THE CITY OF SAN JACINTO DOES HEREBY ORDAIN AS FOLLOWS: Section 1. Incorporation of Recitals. The Recitals set forth above are incorporated herein and made an operative part of this Ordinance as though fully set forth herein. Section 2. Findings. Based on the entire record before the City Council, all written and oral evidence presented to the City Council, and the findings set forth in this Ordinance, the City Council adopts this Ordinance and approves Development Agreement 18-2 based upon the following findings: A. That the Development Agreement aids in the continued and consistent implementation of the Tentative Tract Map, provides a financial benefit to the City in the form of the Development Agreement Fee (as that term is defined in the Development Agreement), and is therefore in the best interest of the City. B. That Development Agreement 18-2 is consistent with the City’s General Plan and will allow the Owner to complete the Project in a manner which the City Council previously found to be consistent with the City’s General Plan, and as recommend by the Planning Commission, the City Council finds continues to be consistent therewith. 4.2.a Packet Pg. 141 Attachment: Ordinance 19-07 (Development Agreement 18-2 - Mountain States Development, LLC) 3 C. That the Development Agreement 18-2 promotes the public health, safety and welfare of the community because it will permit and encourage the development of residential units in accordance with the approved Tentative Tract Map and will allow for the most efficient and logical development of the real property governed by the Development Agreement in the City. D. That the Project is covered under the Tentative Tract Map, which provides for a single-family development, is therefore compatible with the uses authorized in, and the regulations prescribed for, the zone in which the real property subject to the Development Agreement is located, and will not adversely affect the orderly development of property or the preservation of property values. E. The Development Agreement is consistent with the following General Plan Land Use Element goals and policies, and will further important and officially recognized City wide goals and policies, by allowing the Owner to develop the Project under the terms of the Development Agreement: (i) Land Use Element No. 4 – Manage and Direct Growth – This Land Use Element encourages development consistent with the zoning of the property and provides for adequate levels of public services and facilities to be provided for the new development. F. That Development Agreement 18-2 will provide the City with important, tangible benefits including the Development Agreement Fee provided for in the Agreement, and development of the Tentative Tract Map. Section 3. Adoption of Development Agreement 18-2. Based on the entire record before the City Council, all written and oral evidence presented to the City Council, and the findings set forth in this Ordinance, the City Council hereby adopts Development Agreement 18-2, as set forth in Exhibit “A”. Section 4. CEQA. The City Council has reviewed the Project pursuant to CEQA and in accordance with the recommendation of the Planning Commission for the City of San Jacinto, the City Council has determined that the Project has been adequately analyzed in an earlier adopted mitigated negative declaration, and a subsequent mitigated negative declaration is not required because there are no changed circumstances pursuant to Section 15162. Further, it can be seen with certainty that the approval of the Development Agreement is not likely to have any effect on the environment, and 4.2.a Packet Pg. 142 Attachment: Ordinance 19-07 (Development Agreement 18-2 - Mountain States Development, LLC) 4 therefore further review is not necessary under CEQA and the CEQA Guidelines. Section 5. Notice of Determination. Staff is directed to file a Notice of Determination with the Riverside County Recorder’s Office within five (5) working days of adoption of this Ordinance. Section 6. Custodian of Records. The documents and materials that constitute the record of proceedings on which these findings are based are located at the City Clerk’s office located at 595 S. San Jacinto Avenue, San Jacinto, CA 92583. The custodian for these records is the City Clerk. Section 7. Severability. If any provision of this Ordinance or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Ordinance which can be given effect without the invalid provision or application, and to this end the provisions of this Ordinance are severable. The City Council hereby declares that it would have adopted this Ordinance irrespective of the invalidity of any particular portion thereof. Section 8. Effective Date. This Ordinance shall become effective thirty (30) days following its adoption. Section 9. Publication. The City Clerk shall certify to the adoption of this Ordinance and cause it, or a summary of it, to be published once within 15 days of adoption in a newspaper of general circulation printed and published within the City of San Jacinto, and shall post a certified copy of this Ordinance, including the vote for and against the same, in the Office of the City Clerk in accordance with Government Code § 36933. Introduced at a regular meeting of the City Council on the 19th day of February 2019. 4.2.a Packet Pg. 143 Attachment: Ordinance 19-07 (Development Agreement 18-2 - Mountain States Development, LLC) 5 ORDINANCE NO. 19-07 PASSED, APPROVED AND ADOPTED at a regular meeting of the City Council on the 19th day of March 2019, by the following vote: AYES: NAYS: ABSENT: ABSTAIN: CITY OF SAN JACINTO: _______________________ Russell Utz, Mayor ATTEST: _____________________ Angela Walton, City Clerk APPROVED AS TO FORM: BEST BEST & KRIEGER LLP __________________________ Michael J. Maurer, City Attorney 4.2.a Packet Pg. 144 Attachment: Ordinance 19-07 (Development Agreement 18-2 - Mountain States Development, LLC) 6 CERTIFICATION State of California ) County of Riverside) ss City of San Jacinto) I, Angela Walton, duly appointed City Clerk of the City of San Jacinto, do hereby certify that the foregoing Ordinance No. 19-07 was introduced at a regular meeting of the City Council of the City of San Jacinto on the 19th day of February 2019. Ordinance No. 19-07 was passed, approved, and adopted by the City Council of the City of San Jacinto, California, at a regular meeting of the City Council held on the 19th day of March 2019, by the following vote of at least four-fifths of the City Council: AYES: NAYS: ABSENT: ABSTAIN: Witness my hand and seal the 19th day of March 2019. _____________________________ Angela Walton, City Clerk City of San Jacinto 4.2.a Packet Pg. 145 Attachment: Ordinance 19-07 (Development Agreement 18-2 - Mountain States Development, LLC) EXHIBIT “A” DEVELOPMENT AGREEMENT N0. 18-2 BY AND BETWEEN THE CITY OF SAN JACINTO AND MOUNTAIN STATES DEVELOPMENT, LLC 4.2.a Packet Pg. 146 Attachment: Ordinance 19-07 (Development Agreement 18-2 - Mountain States Development, LLC) 22242.00000\30164334.2 Recorded at request of: ) Clerk, City Council ) City of San Jacinto ) ) When recorded return to: ) City of San Jacinto ) 595 S. San Jacinto Ave. ) San Jacinto, CA 92583 ) Attention: City Clerk ) ) Exempt from Filing Fees, Government Code Section 6103 DEVELOPMENT AGREEMENT NO. 18-2 A DEVELOPMENT AGREEMENT BETWEEN CITY OF SAN JACINTO and MOUNTAIN STATES DEVELOPMENT, LLC, a California limited liability company 4.2.b Packet Pg. 147 Attachment: Development Agreement (Development Agreement 18-2 - Mountain States Development, LLC) 22242.00000\30164334. 22 DEVELOPMENT AGREEMENT NO. 18-2 This Development Agreement (hereinafter “Agreement”) is entered into by and among the City of San Jacinto, a California municipal corporation (hereinafter “CITY”), and Mountain States Development, LLC, a California limited liability company (hereinafter “OWNER”): RECITALS WHEREAS, CITY is authorized to enter into binding development agreements with persons having legal or equitable interests in real propert y for the development of such property, pursuant to Section 65864 et seq. of the Government Code; and WHEREAS, OWNER has requested CITY to enter into a development agreement and proceedings have been taken in accordance with the rules and regulations of CITY; and WHEREAS, by electing to enter into this Agreement, CITY shall bind future City Councils of CITY by the obligations specified herein and limit the future exercise of certain governmental and proprietary powers of CITY; and WHEREAS, the terms and conditions of this Agreement have undergone extensive review by CITY and the City Council and have been found to be fair, just and reasonable; and WHEREAS, the best interests of the citizens of the CITY and the public health, safety and welfare will be served by entering into this Agreement; and WHEREAS, the environmental impacts of the Project and this Agreement, including the Development Approvals, have previously been properly reviewed and assessed by CITY pursuant to the California Environmental Quality Act, Public Resources Code Section 21000 et seq. (“CEQA”), California Code of Regulations Title 14, Section 15000 et seq. (the “CEQA Guidelines”) and the CITY’s local CEQA guidelines; and WHEREAS, on January 29, 2019, the City of San Jacinto Planning Commission conducted a duly noticed public hearing concerning this Agreement, at which time all persons wishing to do so had an opportunity to provide testimony regarding this Agreement, and at which time the Planning Commission thoroughly reviewed this Agreement, and thereafter recommended to the City Council of the City of San Jacinto that the City Council approve and adopt this Agreement; and WHEREAS, on February 19, 2019, the San Jacinto City Council conducted a duly noticed public hearing concerning this Agreement, at which time all persons wishing to do so had an opportunity to provide testimony regarding this Agreement, and at which time the City Council thoroughly reviewed this Agreement; and WHEREAS, on February 19, 2019, pursuant to CEQA and in accordance with the recommendation of the Planning Commission for the City of San Jacinto (the “Planning Commission”), the City Council has determined that it can be seen with certainty that the approval of this Agreement is not likely to have any effect on the environment, and therefore further review is not necessary under CEQA and the CEQA Guidelines; and 4.2.b Packet Pg. 148 Attachment: Development Agreement (Development Agreement 18-2 - Mountain States Development, LLC) 3 WHEREAS, on February 19, 2019, following the conclusion of the public hearing and adoption of the Notice of Determination, the City Council conducted the first reading of the ordinance approving and adopting this Agreement, and WHEREAS on March 19, 2019, the City Council conducted a second reading (adoption) of the ordinance approving and adopting this Agreement; and WHEREAS, this Agreement and the Project are consistent with the CITY’s Comprehensive General Plan and any Specific Plan applicable thereto; and WHEREAS, all actions taken and approvals given by CITY have been duly taken or approved in accordance with all applicable legal requirements for notice, public hearings, findings, votes, and other procedural matters; and WHEREAS, development of the Property in accordance with this Agreement will provide substantial benefits to CITY and will further important policies and goals of CITY; and WHEREAS, this Agreement will eliminate uncertainty in planning and provide for the orderly development of the Property, ensure progressive installation of necessary improvements, provide for public services appropriate to the development of the Project, and generally serve the purposes for which development agreements under Sections 65864 et seq. of the Government Code are intended; and WHEREAS, OWNER has incurred and will in the future incur substantial costs in order to assure development of the Property in accordance with this Agreement; and WHEREAS, OWNER has incurred and will in the future incur substantial costs in excess of the generally applicable requirements in order to assure vesting of legal rights to develop the Property in accordance with this Agreement. COVENANTS NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. DEFINITIONS AND EXHIBITS. 1.1 Definitions. The following terms when used in this Agreement shall be defined as follows: 1.1.1 “Agreement” means this Development Agreement. 1.1.2 “CITY” means the City of San Jacinto, a municipal corporation, organized and existing pursuant to the laws of the State of California. 1.1.3 “City Council” means the duly elected and constituted city council of CITY. 4.2.b Packet Pg. 149 Attachment: Development Agreement (Development Agreement 18-2 - Mountain States Development, LLC) 4 1.1.4 “Dedication Requirement” means any requirement of CITY in connection with or pursuant to any Land Use Regulation or Development Approval for the dedication of land in order to lessen, offset, mitigate or compensate for the impacts of development on the environment or other public interests. 1.1.5 “Development” means the improvement of the Property for the purposes of completing the structures, improvements and facilities comprising the Project including, but not limited to: grading; the construction of infrastructure and public facilities related to the Project whether located within or outside the Property; the construction of buildings and structures; and the installation of landscaping. “Development” does not include the maintenance, repair, reconstruction or redevelopment of any building, structure, improvement or facility after the construction and completion thereof. 1.1.6 “Development Agreement Policies” means those certain development agreement policies approved by CITY pursuant to Resolution No. 2358, adopted on July 18, 2002, as amended. 1.1.7 “Development Approvals” means all permits and other entitlements for use, subject to approval or issuance by CITY in connection with the Development, including, but not limited to: (a) specific plans and specific plan amendments; (b) tentative and final subdivision and parcel maps; (c) conditional use permits, public use permits and plot plans; (d) zoning; and (e) grading and building permits. 1.1.8 “Development Exaction” means any requirement of CITY in connection with or pursuant to any Land Use Regulation or Development Approval for the dedication of land, the construction of improvements or public facilities, or the payment of fees in order to lessen, offset, mitigate or compensate for the impacts of development on the environment or other public interests. 1.1.9 “Development Plan” means the Existing Development Approvals and the Existing Land Use Regulations applicable to development of the Property. 1.1.10 “Effective Date” means the date the ordinance approving this Agreement becomes effective. 1.1.11 “Existing Development Approvals” means all Development Approvals approved or issued prior to the Effective Date. Existing Development Approvals includes the Approvals incorporated herein as Exhibit “C” and all other Approvals which are a matter of public record on the Effective Date. 4.2.b Packet Pg. 150 Attachment: Development Agreement (Development Agreement 18-2 - Mountain States Development, LLC) 5 1.1.12 “Existing Land Use Regulations” means all Land Use Regulations in effect on the Effective Date. Existing Land Use Regulations includes the Regulations incorporated herein as Exhibit “D” and all other Regulations which are a matter of public record on the Effective Date. 1.1.13 “Land Use Regulations” means all ordinances, resolutions, codes, rules, regulations and official policies of CITY governing the development and use of land, including, without limitation, the permitted use of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, the provisions for reservation or dedication of land for public purposes, and the design, improvement and construction standards and specifications applicable to the development of the property. “Land Use Regulations” does not include any CITY ordinance, resolution, code, rule, regulation or official policy, governing: (a) the conduct of businesses, professions, and occupations; (b) taxes and assessments; (c) the control and abatement of nuisances; (d) the granting of encroachment permits and the conveyance of rights and interests which provide for the use of or the entry upon public property; and/or (e) the exercise of the power of eminent domain. 1.1.14 “Mortgagee” means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security-device lender, and their successors and assigns. 1.1.15 “OWNER” means the persons and entities listed as OWNER on page 1 of this Agreement and its successor(s) in interest to all or any part of the Property. 1.1.16 “Planning Commission” means the duly appointed and constituted planning commission of CITY. 1.1.17 “Project” means the development of the Property contemplated by the Development Plan as such Development Plan may be further defined, enhanced or modified pursuant to the provisions of this Agreement. 1.1.18 “Property” means the real property described on Exhibit “A” and shown on Exhibit “B” to this Agreement. 1.1.19 “Reservations of Authority” means the rights and authority excepted from the assurances and rights provided to OWNER under this Agreement and reserved to CITY under Section 3.6 of this Agreement. 1.1.20 “Subsequent Development Approvals” means all Development Approvals required subsequent to the Effective Date in connection with the Development. 1.1.21 “Subsequent Land Use Regulations” means any Land Use Regulations adopted and effective after the Effective Date of this Agreement. 4.2.b Packet Pg. 151 Attachment: Development Agreement (Development Agreement 18-2 - Mountain States Development, LLC) 6 1.1.22 “TTM 33716” means Tentative Tract Map 33716, which is one of the Existing Development Approvals and is described in Exhibit “C”. 1.2 Exhibits. The following documents are attached to, and by this reference made a part of, this Agreement: Exhibit “A” — Legal Description of the Property. Exhibit “B” — Map showing Property and its location. Exhibit “C” — Existing Development Approvals. Exhibit “D” — Existing Land Use Regulations. 2. GENERAL PROVISIONS. 2.1 Binding Effect of Agreement. The Property is hereby made subject to this Agreement. Development of the Property is hereby authorized and shall be carried out only in accordance with the terms of this Agreement. 2.2 Ownership of Property. OWNER represents and covenants that it is the owner of the fee simple title to the Property or a portion thereof. 2.3 Term. The initial term of this Agreement shall commence on the Effective Date, and shall continue for a period of five (5) years thereafter unless this term is modified or extended pursuant to the provisions of this Agreement. Notwithstanding the foregoing, the term of this Agreement may be extended one (1) time for an additional two (2) years following expiration of the initial term, resulting in a total term of seven (7) years, provided the following have occurred: (a) OWNER provides at least one hundred eighty (180) days’ written notice to CITY prior to the expiration of the initial term; and (b) OWNER is not then in uncured default of this Agreement. The initial term and, if and upon extension, the two-year extended term, shall sometimes be referred to herein collectively as the “Term.” 2.4 Assignment. 2.4.1 Right to Assign. OWNER shall have the right to sell, transfer or assign the Property in whole or in part (provided that no such partial transfer shall violate the Subdivision Map Act, Government Code Section 66410 et seq.) to any person, partnership, joint venture, firm or corporation at any time during the Term; provided, however, that any such sale, transfer or assignment shall include the assignment and assumption of the rights, duties and obligations arising under or from this Agreement and be made in strict compliance with the following conditions precedent: (a) No sale, transfer or assignment of any right or interest under this Agreement shall be made unless made together with the sale, transfer or assignment of all or a part of the Property. 4.2.b Packet Pg. 152 Attachment: Development Agreement (Development Agreement 18-2 - Mountain States Development, LLC) 7 (b) Concurrent with any such sale, transfer or assignment, or within fifteen (15) business days thereafter, OWNER shall notify CITY, in writing, of such sale, transfer or assignment and shall provide CITY with an executed agreement, in a form reasonably acceptable to CITY, by the purchaser, transferee or assignee and providing therein that the purchaser, transferee or assignee expressly and unconditionally assumes all the duties and obligations of OWNER under this Agreement. Any sale, transfer or assignment not made in strict compliance with the foregoing conditions shall constitute a default by OWNER under this Agreement. Notwithstanding the failure of any purchaser, transferee or assignee to execute the agreement required by Paragraph (b) of this Subsection 2.4.1, the burdens of this Agreement shall be binding upon such purchaser, transferee or assignee, but the benefits of this Agreement shall not inure to such purchaser, transferee or assignee until and unless such agreement is executed. OWNER shall have the right to reserve from any assignment made pursuant to this Subsection 2.4.1 any or all right, title and interest in and to a credit or reimbursement provided for in this Agreement; provided however, that the existence and extent of any such reservation shall be expressly referred to in the written agreement required by Section 2.4.1(b), above. 2.4.2 Release of Transferring Owner. Notwithstanding any sale, transfer or assignment, a transferring OWNER shall continue to be obligated under this Agreement unless such transferring OWNER is given a release in writing by CITY, which release shall be provided by CITY upon the full satisfaction by such transferring OWNER of the following conditions: (a) OWNER no longer has a legal or equitable interest in all or any part of the Property. (b) OWNER is not then in default under this Agreement. (c) OWNER has provided CITY with the notice and executed agreement required under Paragraph (b) of Subsection 2.4.1 above. 2.4.3 Subsequent Assignment. Any subsequent sale, transfer or assignment after an initial sale, transfer or assignment shall be made only in accordance with and subject to the terms and conditions of this Section. 2.4.4 Termination of Agreement With Respect to Individual Lots Upon Sale to Public and Completion of Construction. The provisions of Subsection 2.4.1 shall not apply to the sale or lease (for a period longer than one year) of any lot which has been finally subdivided and is individually (and not in “bulk”) sold or leased to a member of the public or other ultimate user. Notwithstanding any other provisions of this Agreement, this Agreement shall automatically terminate with respect to any such lot and such lot shall be released and no longer be subject to this Agreement without the execution or recordation of any further document upon satisfaction of both of the following conditions: (a) The lot has been finally subdivided and individually (and not in “bulk”) sold or leased (for a period longer than one year) to a member of the public or other ultimate user; and 4.2.b Packet Pg. 153 Attachment: Development Agreement (Development Agreement 18-2 - Mountain States Development, LLC) 8 (b) A certificate of occupancy has been issued for a building on the lot, and the fees set forth under Section 4.2 of this Agreement have been paid. 2.5 Amendment or Cancellation of Agreement. This Agreement may be amended or canceled in whole or in part only by written consent of all parties in the manner provided for in Government Code Section 65868 and Article 5 of the Development Agreement Policies. This provision shall not limit any remedy of CITY or OWNER as provided by this Agreement. 2.6 Termination. This Agreement shall be deemed terminated and of no further effect upon the occurrence of any of the following events: (a) Expiration of the stated term of this Agreement as set forth in Section 2.3. (b) Entry of a final judgment setting aside, voiding or annulling the adoption of the ordinance approving this Agreement. (c) The adoption of a referendum measure overriding or repealing the ordinance approving this Agreement. (d) Completion of the Project in accordance with the terms of this Agreement, including issuance of all required occupancy permits and acceptance by CITY or applicable public agency of all required dedications. (e) Termination of this Agreement based on any default of OWNER and following the termination proceedings required by Articles 7 and 8 of the Development Agreement Policies. Termination of this Agreement shall not constitute termination of any other land use entitlements approved for the Property. Upon the termination of this Agreement, no party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination or with respect to any default in the performance of the provisions of this Agreement which has occurred prior to such termination or with respect to any obligations which are specifically set forth as surviving this Agreement. Upon such termination, any public facilities and services mitigation fees paid pursuant to Section 4.2 of this Agreement by OWNER to CITY for residential units on which construction has not yet begun shall be refunded to OWNER by CITY. 2.7 Notices. (a) As used in this Agreement, “notice” includes, but is not limited to, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. (b) All notices shall be in writing and shall be considered given either: (i) when delivered in person to the recipient named below; or (ii) on the date of delivery shown on the return receipt, after deposit in the United States mail in a sealed envelope as either registered or certified mail with return receipt requested, and postage and postal charges prepaid, and addressed to the recipient named below; or (iii) on the date of delivery shown in the records of the telegraph 4.2.b Packet Pg. 154 Attachment: Development Agreement (Development Agreement 18-2 - Mountain States Development, LLC) 9 company after transmission by telegraph to the recipient named below. All notices shall be addressed as follows: If to CITY: City of San Jacinto 595 S. San Jacinto Ave. San Jacinto, CA 92583 Attn: City Manager Telephone: (951) 487-7342 Facsimile: (951) 654-3728 Copy to: Best, Best & Krieger, LLP 300 South Grand Ave. 25th Floor Los Angeles, CA 90071 Attn: City Attorney Telephone: (213) 617-8100 Facsimile: (213) 617-7480 If to OWNER: Mountain States Development, LLC Attn: Michael Wright P.O. Box 2454 Rancho Santa Fe, CA 92067 (c) Either party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 3. DEVELOPMENT OF THE PROPERTY. 3.1 Rights to Develop. Subject to the terms of this Agreement, including the Reservations of Authority, OWNER shall have a vested right to develop the Property in accordance with, and to the extent of, the Development Plan. The Project shall remain subject to all Subsequent Development Approvals required to complete the Project as contemplated by the Development Plan. Except as otherwise provided in this Agreement, the permitted uses of the Property, the density and intensity of use, the maximum height and size of proposed buildings, and provisions for reservation and dedication of land for public purposes shall be those set forth in the Development Plan. 3.2 Effect of Agreement on Land Use Regulations. Except as otherwise provided under the terms of this Agreement, including the Reservations of Authority, the rules, regulations and official policies governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, and the design, improvement and construction standards and specifications applicable to development of the Property shall be the 4.2.b Packet Pg. 155 Attachment: Development Agreement (Development Agreement 18-2 - Mountain States Development, LLC) 10 Existing Land Use Regulations. In connection with any Subsequent Development Approval, CITY shall exercise its discretion in accordance with the Development Plan, and as provided by this Agreement, including, but not limited to, the Reservations of Authority. CITY shall accept for processing, review and action all applications for Subsequent Development Approvals, and such applications shall be processed in the normal manner for processing such matters. 3.3 Timing of Development. The parties acknowledge that OWNER cannot at this time predict when or the rate at which phases of the Property will be developed. Such decisions depend upon numerous factors which are not within the control of OWNER, such as market orientation and demand, interest rates, absorption, completion and other similar factors. Since the California Supreme Court held in Pardee Construction Co. v. City of Camarillo (1984) 37 Cal.3d 465, that the failure of the parties therein to provide for the timing of development resulted in a later adopted initiative restricting the timing of development to prevail over such parties’ agreement, it is the parties’ intent to cure that deficiency by acknowledging and providing that OWNER shall have the right to develop the Property in such order and at such rate and at such times as OWNER deems appropriate within the exercise of its subjective business judgment, subject only to any timing or phasing requirements set forth in Section 3.4. 3.4 Phasing Plan. Development of the Property shall be subject to all timing and phasing requirements established by the Development Plan. 3.5 Changes and Amendments. The parties acknowledge that refinement and further development of the Project will require Subsequent Development Approvals and may demonstrate that changes are appropriate and mutually desirable in the Existing Development Approvals. In the event OWNER finds that a change in the Existing Development Approvals is necessary or appropriate, OWNER shall apply for a Subsequent Development Approval to effectuate such change and CITY shall process and act on such appli cation in accordance with the Existing Land Use Regulations, except as otherwise provided by this Agreement including the Reservations of Authority. If approved, any such change in the Existing Development Approvals shall be incorporated herein as an addendum to Exhibit “C”, and may be further changed from time to time as provided in this Section. Unless otherwise required by law, as determined by the City Manager, a change to the Existing Development Approvals shall be deemed “minor” and not require an amendment to this Agreement provided such change does not: (a) Alter the permitted uses of the Property as a whole; or, (b) Increase the density or intensity of use of the Property as a whole; or, (c) Increase the maximum height and size of permitted buildings; or, (d) Delete a requirement for the reservation or dedication of land for public purposes within the Property as a whole; or, (e) Constitute a project requiring a subsequent or supplemental environmental impact report pursuant to Section 21166 of the Public Resources Code. 4.2.b Packet Pg. 156 Attachment: Development Agreement (Development Agreement 18-2 - Mountain States Development, LLC) 11 3.6 Reservations of Authority. 3.6.1 Limitations, Reservations and Exceptions. Notwithstanding any other provision of this Agreement, the following Subsequent Land Use Regulations shall apply to the development of the Property. (a) Processing fees and charges of every kind and nature imposed by CITY to cover the estimated actual costs to CITY of processing applications for Development Approvals or for monitoring compliance with any Development Approvals granted or issued. (b) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure. (c) Regulations governing construction standards and specifications including, without limitation, the CITY’s Building Code, Plumbing Code, Mechanical Code, Electrical Code, Fire Code and Grading Code. (d) Regulations imposing Dedication Requirements or Development Exactions; provided, however, that no such subsequently adopted Dedication Requirements or Development Exactions shall be applicable to development of the Property unless such Dedication Requirements or Development Exactions are applied uniformly to development throughout the CITY or within a defined area of benefit that includes the Property. No such subsequently adopted Dedication Requirement or Development Exaction shall apply if its application to the Property would physically prevent development of the Property for the uses and to the density or intensity of development set forth in the Development Plan. In the event any such subsequently adopted Dedication Requirement or Development Exaction fulfills the same purposes, in whole or in part, as the fees set forth in Section 4.2 of this Agreement, CITY shall allow a credit against such subsequently adopted Dedication Requirement or Development Exaction for the fees paid under Section 4.2 of this Agreement to the extent such fees fulfill the same purposes. (e) Regulations which may be in conflict with the Development Plan but which are reasonably necessary to protect the public health and safety. To the extent possible, any such regulations shall be applied and construed so as to provide OWNER with the rights and assurances provided under this Agreement. (f) Regulations which are not in conflict with the Development Plan. Any regulation, whether adopted by initiative or otherwise, limiting the rate or timing of development of the Property shall be deemed to conflict with the Development Plan and shall therefore not be applicable to the development of the Property. (g) Regulations which are in conflict with the Development Plan provided OWNER has given written consent to the application of such regulations to development of the Property. 3.6.2 Subsequent Development Approvals. This Agreement shall not prevent CITY, in acting on Subsequent Development Approvals, from applying Subsequent Land Use Regulations which do not conflict with the Development Plan, nor shall this Agreement prevent 4.2.b Packet Pg. 157 Attachment: Development Agreement (Development Agreement 18-2 - Mountain States Development, LLC) 12 CITY from denying or conditionally approving any Subsequent Development Approval on the basis of the Existing Land Use Regulations or any Subsequent Land Use Regulation not in conflict with the Development Plan. 3.6.3 Modification or Suspension by State or Federal Law. In the event that State or Federal laws or regulations, enacted after the Effective Date of this Agreement, prevent or preclude compliance with one or more of the provisions of this Agreement, such provisions of this Agreement shall be modified or suspended as may be necessary to comply with such State or Federal laws or regulations, provided, however, that this Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provisions impractical to enforce. 3.6.4 Intent. The parties acknowledge and agree that CITY is restricted in its authority to limit its police power by contract and that the foregoing limitations, reservations and exceptions are intended to reserve to CITY all of its police power which cannot be so limited. This Agreement shall be construed, contrary to its stated terms if necessary, to reserve to CITY all such power and authority which cannot be restricted by contract. 3.7 Public Works. If OWNER is required by this Agreement to construct any public works facilities which will be dedicated to CITY or any other public agency upon completion, and if required by applicable laws to do so, OWNER shall perform such work in the same manner and subject to the same requirements and standards as would be applicable to CITY or such other public agency should it have undertaken such construction. 3.8 Provision of Real Property Interests by CITY. In any instance where OWNER is required to construct any public improvement on land not owned by OWNER, OWNER shall at its sole cost and expense provide, or cause to be provided, the real property interests necessary for the construction of such public improvements. In the event OWNER is unable, after exercising reasonable efforts, including, but not limited to, the rights under Sections 1001 and 1002 of the Civil Code, to acquire the real property interests necessary for the construction of such public improvements, and if so instructed by OWNER and upon OWNER’S provision of adequate security for costs CITY may reasonably incur, CITY shall negotiate the purchase of the necessary real property interests to allow OWNER to construct the public improvements as required by this Agreement and, if necessary, in accordance with the procedures established by law, use its power of eminent domain to acquire such required real property interests. OWNER shall pay all costs associated with such acquisition or condemnation proceedings. This Section 3.8 is not intended by the parties to impose upon the OWNER an enforceable duty to acquire land or construct any public improvements on land not owned by OWNER, except to the extent that the OWNER elects to proceed with the development of the Project, and then only in accordance with valid conditions imposed by the CITY upon the Development under the Subdivision Map Act or other legal authority. 3.9 Regulation by Other Public Agencies. It is acknowledged by the parties that other public agencies not within the control of CITY possess authority to regulate aspects of the Development separately from or jointly with CITY and this Agreement does not limit the authority of such other public agencies. 4.2.b Packet Pg. 158 Attachment: Development Agreement (Development Agreement 18-2 - Mountain States Development, LLC) 13 3.10 Tentative Tract Map Extension. The term of TTM 33716 and any tentative tract map(s), tentative subdivision map(s) or tentative parcel map(s) heretofore or hereafter approved in connection with the Development shall expire upon the expiration or earlier termination of this Agreement. Said term of such map(s) shall be the sole and exclusive term and shall be in lieu of any other term or term extension provided for pursuant to the Subdivision Map Act, CITY ordinance, or any combination thereof. 3.11 Amendment(s) to Tentative Tract Map(s); Recordation of Final Tract Map(s). Any amendment to an existing tentative tract map, heretofore or hereafter approved in connection with the Development, which is deemed “minor” in accordance with Section 3.5 of this Agreement shall not require an amendment to this Agreement. If and upon OWNER’s election to exercise the term extension authorized under Section 2.3 of this Agreement, during such two-year extended term, all conditions of approval for any tentative tract map identified under this Agreement shall be reviewed for changed circumstances and modifications may be required. Subject to applicable provisions of the Subdivision Map Act (Government Code Section 66410 et seq.), OWNER may record final tract maps on a phased basis. 3.12 Vesting Tentative Maps. If any tentative or final subdivision map, or tentative or final parcel map, heretofore or hereafter approved in connection with the Development, is a vesting map under the Subdivision Map Act and if this Agreement is determined by a final judgment to be invalid or unenforceable insofar as it grants a vested right to develop to OWNER, then and to that extent the rights and protections afforded OWNER under the laws and ordinances applicable to vesting maps shall supersede the provisions of this Agreement. Except as set forth immediately above, development of the Property shall occur only as provided in this Agreement, and the provisions in this Agreement shall be controlling over any conflicting provision of law or ordinance concerning vesting maps. 3.13 Utilities. In accordance with Section 201(h) of the Development Agreement Policies, the Project shall be connected to all utilities necessary to provide adequate water, sewer, gas, electric, and other utility service to the Project. OWNER shall contract with the CITY for CITY-owned or operated utilities serving the Project for such prices and on such terms as may be mutually agreed to between the parties. 4. PUBLIC BENEFITS. 4.1 Intent. The parties acknowledge and agree that the Development will result in substantial public needs which will not be fully met by the Development Plan and further acknowledge and agree that this Agreement confers substantial private benefits on OWNER which should be balanced by commensurate public benefits. Accordingly, the parties intend to provide consideration to the public to balance the private benefits conferred on OWNER by providing more fully for the satisfaction of the public needs resulting from the Project. 4.2 Development Agreement Fee. In addition to the other obligations of OWNER contained in this Agreement, the Project shall also be subject to a “Development Agreement Fee.” The Development Agreement Fee shall be paid to CITY and shall cover the initial term of five (5) years of this Agreement. The Development Agreement Fee shall be One Thousand Two Hundred Dollars ($1,200.00) per residential unit for the initial term of five (5) years of this Agreement. If 4.2.b Packet Pg. 159 Attachment: Development Agreement (Development Agreement 18-2 - Mountain States Development, LLC) 14 and upon OWNER’s election to exercise the term extension authorized under Section 2.3 of this Agreement, the Development Agreement Fee shall increase to Two Thousand Dollars ($2,000.00) per residential unit for the extended term of two (2) years of this Agreement. In addition, during such two-year extended term, all conditions of approval for any tentative tract map identified under this Agreement shall be reviewed for changed circumstances and modifications may be required. The Development Agreement Fee shall not be used to offset any Development Impact Fee(s). OWNER shall not be entitled to any credit against the Development Agreement Fee resulting from OWNER’s provision of public improvements as required by the Development Plan or this Agreement. 4.2.1 Time of Payment. The Development Agreement Fee required pursuant to Section 4.2 shall be paid to CITY prior to, and as a condition precedent to, the issuance of the certificate of occupancy for each residential unit. No fees shall be payable for building permits issued prior to the Effective Date of this Agreement, but the Development Agreement Fee required pursuant to Section 4.3 shall be paid prior to the re-issuance or extension of any building permit for a residential unit for which such Development Agreement Fee has not previously been paid. 4.2.2 Development Agreement Processing Fee and Deposit(s). In addition to the Development Agreement Fee, OWNER has paid the CITY a one-time fee separately for processing of the Development Agreement (“Development Agreement Processing Fee”) in the amount of Five Thousand Dollars ($5,500.00) and an Administration Fee of Seven Hundred Fifty Dollars ($880.00) (“Administration Fee”). In addition, OWNER has paid CITY separately a deposit for the planning and legal costs associated with the preparation and processing of the Development Agreement. The planning and legal deposit (“Legal Expense Deposit”) shall be in the amount of Five Thousand Dollars ($5,870.00). CITY acknowledges receipt of OWNER’s prior payment of the Development Agreement Processing Fee, Administration Fee and Legal Expense Deposit. Should the planning and legal costs associated with the preparation and processing of the Development Agreement exceed OWNER’s Legal Expense Deposit, CITY reserves the right to require OWNER to pay an additional deposit prior to recordation to cover the cost of such planning and legal services. 4.3 Other Fees. In addition to the Development Agreement Fee, Development Agreement Processing Fee, Administration Fee, and Legal Expense Deposit(s), and other obligations of OWNER contained in this Agreement, OWNER shall also be responsible for payment of all Transportation Uniform Mitigation Fees (TUMF) and Multiple Species Habitat Conservation Plan Fees (MSHCP). Further, OWNER additionally shall be responsible for payment of all relevant fees for Community Facilities District (CFD), Assessment District (AD), and Landscape, Lighting and Park District No. 2 (LLPD No. 2), as applicable to the Property. 5. FINANCING OF PUBLIC IMPROVEMENTS. If deemed appropriate, CITY and OWNER will cooperate in the formation of any special assessment district, community facilities district or alternate financing mechanism to pay for the construction and/or maintenance and operation of public infrastructure facilities required as part of the Development Plan. CITY also agrees that, to the extent any such district or other financing entity is formed and sells bonds in order to finance such reimbursements, OWNER may be reimbursed to the extent that OWNER spends funds or dedicates land for the establishment of 4.2.b Packet Pg. 160 Attachment: Development Agreement (Development Agreement 18-2 - Mountain States Development, LLC) 15 public facilities. Notwithstanding the foregoing, it is acknowledged and agreed by the parties that nothing contained in this Agreement shall be construed as requiring CITY or the City Council to form any such district or to issue and sell bonds. 6. REVIEW FOR COMPLIANCE. 6.1 Periodic Review. The Development Director shall review this Agreement annually, on or before the anniversary of the Effective Date, in order to ascertain the good faith compliance by OWNER with the terms of this Agreement. OWNER shall submit an Annual Monitoring Report, in a form acceptable to the Development Director, within thirty (30) days after written notice from the Development Director. The Annual Monitoring Report shall be accompanied by an annual review and administration fee sufficient to defray the estimated costs of review and administration of this Agreement during the succeeding year. The amount of the annual review and administration fee shall be set annually by resolution of the City Council. 6.2 Special Review. The City Council may order a special review of compliance with this Agreement at any time. The Development Director shall conduct such special reviews. 6.3 Procedure. (a) During either a periodic review or a special review, OWNER shall be required to demonstrate good faith compliance with the terms of this Agreement. The burden of proof on this issue shall be on OWNER. (b) Upon completion of a periodic review or a special review, the Development Director shall submit a report to the City Council setting forth the evidence concerning good faith compliance by OWNER with the terms of this Agreement and his or her recommended finding on that issue. (c) If the City Council finds on the basis of substantial evidence that OWNER has complied in good faith with the terms and conditions of this Agreement, the review shall be concluded. (d) If the City Council makes a preliminary finding that OWNER has not complied in good faith with the terms and conditions of this Agreement, the Council may modify or terminate this Agreement as provided in Section 6.4 and Section 6.5. Notice of default as provided under Section 7.4 of this Agreement shall be given to OWNER prior to or concurrent with, proceedings under Section 6.4 and Section 6.5. 6.4 Proceedings Upon Modification or Termination. If, upon a finding under Section 6.3, CITY determines to proceed with modification or termination of this Agreement, CITY shall give written notice to OWNER of its intention so to do. The notice shall be given at least ten (10) calendar days prior to the scheduled hearing and shall contain: (a) The time and place of the hearing; (b) A statement as to whether or not CITY proposes to terminate or to modify the Agreement; and 4.2.b Packet Pg. 161 Attachment: Development Agreement (Development Agreement 18-2 - Mountain States Development, LLC) 16 (c) Such other information as is reasonably necessary to inform OWNER of the nature of the proceeding. 6.5 Hearing on Modification or Termination. At the time and place set for the hearing on modification or termination, OWNER shall be given an opportunity to be heard. OWNER shall be required to demonstrate good faith compliance with the terms and conditions of this Agreement. The burden of proof on this issue shall be on OWNER. If the City Council finds, based upon substantial evidence, that OWNER has not complied in good faith with the terms or conditions of the Agreement, the City Council may terminate this Agreement or modify this Agreement and impose such conditions as are reasonably necessary to protect the interests of the CITY. The decision of the City Council shall be final, subject only to judicial review pursuant to Section 1094.5 of the Code of Civil Procedure. 6.6 Certificate of Agreement Compliance. If, at the conclusion of a periodic or special review, OWNER is found to be in compliance with this Agreement, CITY shall, upon request by OWNER, issue a Certificate of Agreement Compliance (“Certificate”) to OWNER stating that after the most recent periodic or special review and based upon the information known or made known to the Development Director and City Council that (1) this Agreement remains in effect and (2) OWNER is not in default. The Certificate shall be in recordable form, shall contain information necessary to communicate constructive record notice of the finding of compliance, shall state whether the Certificate is issued after a periodic or special review and shall state the anticipated date of commencement of the next periodic review. OWNER may record the Certificate with the County Recorder. Whether or not the Certificate is relied upon by assignees or other transferees or OWNER, CITY shall not be bound by a Certificate if a default existed at the time of the periodic or special review, but was concealed from or otherwise not known to the Development Director or City Council. 6.7 Estoppel Certificates. A party may at any time deliver written notice to the other party requesting an estoppel certificate (the “Estoppel Certificate”). A party receiving a request for an Estoppel Certificate shall provide a signed certificate to the requesting party within thirty (30) days after receipt of the request. The Planning Director or any person designated by the City Manager may sign Estoppel Certificates on behalf of the CITY. Any officer or other authorized representative of OWNER may sign on behalf of OWNER. An Estoppel Certificate is intended to be relied on by assignees and Mortgagees. If one party requests an Estoppel Certificate from the other, the requesting party shall reimburse the other party for all reasonable and direct costs and fees incurred by such party with providing the Estoppel Certificate. The Estoppel Certificate shall address issues such as whether: (a) The Agreement is in full force and effect and is a binding obligation of the parties. (b) The Agreement has been amended or modified either orally or in writing and, if so amended, identifying the amendments. (c) A default in the performance of the requesting party’s obligations under the 4.2.b Packet Pg. 162 Attachment: Development Agreement (Development Agreement 18-2 - Mountain States Development, LLC) 17 Agreement exists and, if a default does exist, the nature and amount of an y default. Whether or not the Estoppel Certificate is relied upon by assignees or other transferees or OWNER or CITY, the preparing party shall not be bound by an Estoppel Certificate if a default existed at the time of the issuance of the Estoppel Certificate, but was concealed from or otherwise not known to the preparing party. 7. DEFAULT AND REMEDIES. 7.1 Remedies in General. It is acknowledged by the parties that CITY would not have entered into this Agreement if it were to be liable in damages under this Agreement, or with respect to this Agreement or the application thereof. In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this Agreement, except that CITY shall not be liable in damages to OWNER, or to any successor in interest of OWNER, or to any other person, and OWNER covenants not to sue for damages or claim any damages: (a) For any breach of this Agreement or for any cause of action which arises out of this Agreement; or (b) For the taking, impairment or restriction of any right or interest conveyed or provided under or pursuant to this Agreement; or (c) Arising out of or connected with any dispute, controversy or issue regarding the application or interpretation or effect of the provisions of this Agreement. 7.2 Specific Performance. The parties acknowledge that money damages and remedies at law generally are inadequate and specific performance and other non-monetary relief are particularly appropriate remedies for the enforcement of this Agreement and should be available to all parties for the following reasons: (a) Money damages are unavailable against CITY as provided in Section 7.1 above. (b) Due to the size, nature and scope of the project, it may not be practical or possible to restore the Property to its natural condition once implementation of this Agreement has begun. After such implementation, OWNER may be foreclosed from other choices it may have had to utilize the Property or portions thereof. OWNER has invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms of this Agreement and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this Agreement, and it is not possible to determine the sum of money which would adequately compensate OWNER for such efforts. 7.3 Release. Except for nondamage remedies, including the remedy of specific performance and judicial review as provided for in Section 7.2, OWNER, for itself, its successors and assignees, hereby releases the CITY, its officers, agents and employees from any and all claims, demands, actions, or suits of any kind or nature arising out of any liability, known or 4.2.b Packet Pg. 163 Attachment: Development Agreement (Development Agreement 18-2 - Mountain States Development, LLC) 18 unknown, present or future, including, but not limited to, any claim or liability, based or asserted, pursuant to Article I, Section 19 of the California Constitution, the Fifth Amendment of the United States Constitution, or any other law or ordinance which seeks to impose any other liability or damage, whatsoever, upon the CITY because it entered into this Agreement or because of the terms of this Agreement. 7.4 Termination or Modification of Agreement for Default of OWNER. Subject to the provisions contained in Subsection 7.5 herein, CITY may terminate or modify this Agreement for any failure of OWNER to perform any material duty or obligation of OWNER under this Agreement, or to comply in good faith with the terms of this Agreement (hereinafter referred to as “default”); provided, however, CITY may terminate or modify this Agreement pursuant to this Section only after providing written notice to OWNER of default setting forth the nature of the default and the actions, if any, required by OWNER to cure such default and, where the default can be cured, OWNER has failed to take such actions and cure such default within sixty (60) days after the effective date of such notice or, in the event that such default cannot be cured within such 60-day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such 60 day period and to diligently proceed to complete such actions and cure such default. 7.5 Termination of Agreement for Default of CITY. OWNER may terminate this Agreement only in the event of a default by CITY in the performance of a material term of this Agreement and only after providing written notice to CITY of default setting forth the nature of the default and the actions, if any, required by CITY to cure such default and, where the default can be cured, CITY has failed to take such actions and cure such default within sixty (60) days after the effective date of such notice or, in the event that such default cannot be cured within such 60 day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such 60 day period and to diligently proceed to complete such actions and cure such default. 8. THIRD PARTY LITIGATION. 8.1 General Plan Litigation. CITY has determined that this Agreement is consistent with its Comprehensive General Plan (“General Plan”), and that the General Plan meets all requirements of law. OWNER has reviewed the General Plan and concurs with CITY’s determination. CITY shall have no liability in damages under this Agreement for any failure of CITY to perform under this Agreement or the inability of OWNER to develop the Property as contemplated by the Development Plan as the result of a judicial determination that on the Effective Date, or at any time thereafter, the General Plan, or portions thereof, are invalid or inadequate or not in compliance with law. 8.2 Third Party Litigation Concerning Agreement. OWNER shall defend, at its expense, including attorneys’ fees, indemnify, and hold harmless CITY, its agents, officers and employees from any claim, action or proceeding against CITY, its agents, officers, or employees to attack, set aside, void, or annul the approval of this Agreement or the approval of any permit granted pursuant to this Agreement. CITY shall promptly notify OWNER of any such claim, 4.2.b Packet Pg. 164 Attachment: Development Agreement (Development Agreement 18-2 - Mountain States Development, LLC) 19 action or proceeding, and CITY shall cooperate in the defense. If CITY fails to promptly notify OWNER of any such claim, action or proceeding, or if CITY fails to cooperate in the defense, OWNER shall not thereafter be responsible to defend, indemnify, or hold harmless CITY. CITY may in its discretion participate in the defense of any such claim, action or proceeding. 8.3 Indemnity. In addition to the provisions of 8.2 above, OWNER shall indemnify and hold CITY, its officers, agents, employees and independent contractors free and harmless from any liability whatsoever, based or asserted upon any act or omission of OWNER, its officers, agents, employees, subcontractors and independent contractors, for property damage, bodily injury, or death (OWNER’s employees included) or any other element of damage of any kind or nature, relating to or in any way connected with or arising from the activities contemplated hereunder, including, but not limited to, the study, design, engineering, construction, completion, failure and conveyance of the public improvements, save and except claims for damages arising through the sole active negligence or sole willful misconduct of CITY. OWNER shall defend, at its expense, including attorneys’ fees, CITY, its officers, agents, employees and independent contractors in any legal action based upon such alleged acts or omissions. CITY may in its discretion participate in the defense of any such legal action. 8.4 Environment Assurances. OWNER shall indemnify and hold CITY, its officers, agents, and employees free and harmless from any liability, based or asserted, upon any act or omission of OWNER, its officers, agents, employees, subcontractors, predecessors in interest, successors, assigns and independent contractors for any violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater conditions, and OWNER shall defend, at its expense, including attorneys’ fees, CITY, its officers, agents and employees in any action based or asserted upon any such alleged act or omission. CITY may in its discretion participate in the defense of any such action. 8.5 Reservation of Rights. With respect to Sections 8.2, 8.3 and 8.4 herein, CITY reserves the right to either (1) approve the attorney(s) which OWNER selects, hires or otherwise engages to defend CITY hereunder, which approval shall not be unreasonably withheld, or (2) conduct its own defense, provided, however, that OWNER shall reimburse CITY forthwith for any and all reasonable expenses incurred for such defense, including attorneys’ fees, upon billing and accounting therefor. 8.6 Survival. The provisions of Sections 8.1 through 8.6, inclusive, shall survive the termination of this Agreement. 9. MORTGAGEE PROTECTION. The parties hereto agree that this Agreement shall not prevent or limit OWNER, in any manner, at OWNER’s sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. CITY acknowledges that the lenders providing such financing may require certain Agreement interpretations and modifications and agrees upon request, from time to time, to meet with OWNER and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. CITY will not unreasonably 4.2.b Packet Pg. 165 Attachment: Development Agreement (Development Agreement 18-2 - Mountain States Development, LLC) 20 withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this Agreement. Any Mortgagee of the Property shall be entitled to the following rights and privileges: (a) Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage on the Property made in good faith and for value, unless otherwise required by law. (b) The Mortgagee of any mortgage or deed of trust encumbering the Property, or any part thereof, which Mortgagee, has submitted a request in writing to the CITY in the manner specified herein for giving notices, shall be entitled to receive written notification from CITY of any default by OWNER in the performance of OWNER’s obligations under this Agreement. (c) If CITY timely receives a request from a mortgagee requesting a copy of any notice of default given to OWNER under the terms of this Agreement, CITY shall provide a copy of that notice to the Mortgagee within ten (10) days of sending the notice of default to OWNER. The Mortgagee shall have the right, but not the obligation, to cure the default during the remaining cure period allowed such party under this Agreement. (d) Any Mortgagee who comes into possession of the Property, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Property, or part thereof, subject to the terms of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, no Mortgagee shall have an obligation or duty under this Agreement to perform any of OWNER’s obligations or other affirmative covenants of OWNER hereunder, or to guarantee such performance; provided, however, that to the extent that any covenant to be performed by OWNER is a condition precedent to the performance of a covenant by CITY, the performance thereof shall continue to be a condition precedent to CITY’s performance hereunder, and further provided that any sale, transfer or assignment by any Mortgagee in possession shall be subject to the provisions of Section 2.4 of this Agreement. 10. MISCELLANEOUS PROVISIONS. 10.1 Recordation of Agreement. This Agreement and any amendment or cancellation thereof shall be recorded with the County Recorder by the City Clerk within the period required by Section 65868.5 of the Government Code. 10.2 Entire Agreement. This Agreement sets forth and contains the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement. 10.3 Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this Agreement. Notwithstanding the foregoing, the provision of the public benefits set forth in Section 4 of this Agreement, including the payment of the fees set forth 4.2.b Packet Pg. 166 Attachment: Development Agreement (Development Agreement 18-2 - Mountain States Development, LLC) 21 therein, are essential elements of this Agreement and CITY would not have entered into this Agreement but for such provisions, and therefore in the event such provisions are determined to be invalid, void or unenforceable, this entire Agreement shall be null and void and of no force and effect whatsoever. 10.4 Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement, all parties having been represented by counsel in the negotiation and preparation hereof. 10.5 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. 10.6 Singular and Plural. As used herein, the singular of any word includes the plural. 10.7 Joint and Several Obligations. If at any time during the term of this Agreement the Property is owned, in whole or in part, by more than one OWNER, all obligations of such OWNERS under this Agreement shall be joint and several, and the default of any such OWNER shall be the default of all such OWNERS. Notwithstanding the foregoing, no OWNER of a single lot which has been finally subdivided and sold to such OWNER as a member of the general public or otherwise as an ultimate user shall have any obligation under this Agreement except as provided under Section 4 hereof. 10.8 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element. 10.9 Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party’s right to insist and demand strict compliance by the other party with the terms of this Agreement thereafter. 10.10 No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the parties and their successors and assigns. No other person shall have any right of action based upon any provision of this Agreement. 10.11 Force Majeure. Neither party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by floods, earthquakes, other Acts of God, fires, wars, riots or similar hostilities, acts of terrorism, strikes and other labor difficulties beyond the party’s control, (including the party’s employment force), government regulations, court actions (such as restraining orders or injunctions), or other causes beyond the party’s control. If any such events shall occur, the term of this Agreement and the time for performance by either party of any of its obligations hereunder may be extended by the written agreement of the parties for the period of time that such events prevented such performance, provided that the term of this Agreement shall not be extended under any circumstances for more than five (5) years. 4.2.b Packet Pg. 167 Attachment: Development Agreement (Development Agreement 18-2 - Mountain States Development, LLC) 22 10.12 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited party. 10.13 Successors in Interest. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all successors in interest to the parties to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act hereunder with regard to development of the Property: (a) is for the benefit of and is a burden upon every portion of the Property; (b) runs with the Property and each portion thereof; and, (c) is binding upon each party and each successor in interest during ownership of the Property or any portion thereof. 10.14 Counterparts. This Agreement may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument. 10.15 Jurisdiction and Venue. Any action at law or in equity arising under this Agreement or brought by a party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Riverside, State of California, and the parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court. 10.16 Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between CITY and OWNER is that of a government entity regulating the development of private property and the owner of such property. 10.17 Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the request of either party at any time, the other party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement. 10.18 Eminent Domain. No provision of this Agreement shall be construed to limit or restrict the exercise by CITY of its power of eminent domain. 10.19 Agent for Service of Process. In the event OWNER is not a resident of the State of California or it is an association, partnership or joint venture without a member, partner or joint venturer resident of the State of California, or it is a foreign corporation, then in any such event, OWNER shall file with the Planning Director, upon its execution of this Agreement, a designation 4.2.b Packet Pg. 168 Attachment: Development Agreement (Development Agreement 18-2 - Mountain States Development, LLC) 23 of a natural person residing in the State of California, giving his or her name, residence and business addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this Agreement, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon OWNER. If for any reason service of such process upon such agent is not feasible, then in such event OWNER may be personally served with such process out of this County and such service shall constitute valid service upon OWNER. OWNER is amenable to the process so served, submits to the jurisdiction of the Court so obtained and waives any and all objections and protests thereto. OWNER for itself, assigns and successors hereby waives the provisions of the Hague Convention (Convention on the Service Abroad of Judicial and Extra Judicial Documents in Civil or Commercial Matters, 20 U.S.T. 361, T.I.A.S. No. 6638). 10.20 Incorporation of Recitals. The recitals set forth above are incorporated herein by this reference as if fully set forth herein. 10.21 Authority to Execute. The person or persons executing this Agreement on behalf of OWNER warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation, partnership or business entity and warrants and represents that he or she/they has/have the authority to bind OWNER to the performance of its obligations hereunder. 10.22 Prior Development Agreement. The parties acknowledge and agree that this Agreement supersedes and replaces in its entirety Development Agreement No. 05-15 dated October 20, 2005 between the City and The Circle Inn Development & Management, Inc.and that the Prior Development Agreement has expired in accordance with its terms and is no longer in force or effect. At the request of OWNER made on or after the Effective Date, CITY agrees, at no cost to CITY, to execute and deliver to OWNER in recordable form any document that OWNER may submit to confirm expiration of the Prior Development Agreement and the release of the Property therefrom. IN WITNESS WHEREOF, the parties hereto have executed this Development Agreement on the last day and year set forth below. SIGNATURES ON THE FOLLOWING PAGE(S) 4.2.b Packet Pg. 169 Attachment: Development Agreement (Development Agreement 18-2 - Mountain States Development, LLC) 24 SIGNATURE PAGE TO DEVELOPMENT AGREEMENT NO. 18-2 BY AND BETWEEN CITY OF SAN JACINTO AND MOUNTAIN STATES DEVELOPMENT, LLC OWNER MOUNTAIN STATES DEVELOPMENT, LLC By: Michael Wright Its: Dated: _______________ CITY CITY OF SAN JACINTO, a California municipal corporation By: _____________, Mayor Dated: _______________ ATTEST: By: Angela Walton, City Clerk APPROVED AS TO LEGAL FORM: BEST BEST & KRIEGER LLP, City Attorney 4.2.b Packet Pg. 170 Attachment: Development Agreement (Development Agreement 18-2 - Mountain States Development, LLC) A-1 EXHIBIT “A” PROPERTY LEGAL DESCRIPTION Real property in the City of San Jacinto, County of Riverside, State of California, described as follows: PARCEL A: (APN: 436-490-030-7) THAT PORTION OF THE SOUTH HALF OF THE EAST HALF OF THE NORTH HALF OF THE WEST HALF OF FARM LOT 153 OF THE LANDS OF THE SAN JACINTO LAND ASSOCIATION, AS PER MAP RECORDED IN BOOK 8, PAGE 357 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, THAT LIES SOUTHWESTERLY OF THE SOUTHWESTERLY LINE OF PARCEL 4120-27C AS DESCRIBED IN THAT CERTAIN FINAL ORDER OF CONDEMNATION, SUPERIOR COURT CASE NO. RIC 390374, A COPY OF WHICH WAS RECORDED MARCH 7, 2005 AS INSTRUMENT NO. 05-179523 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL B: (APN: 436-490-027-5) THAT PORTION OF PARCEL 3 OF PARCEL MAP 9112, AS SHOWN BY MAP FILED IN BOOK 40, PAGE(S) 20 AND 21 OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, THAT LIES SOUTHERLY OF THE SOUTHERLY LINE OF PARCEL 4120-27D AS DESCRIBED IN THAT CERTAIN FINAL ORDER OF CONDEMNATION, SUPERIOR COURT CASE NO. RIC 390374, A COPY OF WHICH WAS RECORDED MARCH 7, 2005 AS INSTRUMENT NO. 05-179523 OF OFFICIAL RECORDS OF SAID RIVERSIDE COUNTY. PARCEL C: (APN: 436-490-031-8) THE NORTH 330.43 FEET OF THE SOUTH HALF OF THE WEST HALF OF FARM LOT 153 OF THE LANDS OF THE SAN JACINTO LAND ASSOCIATION, AS SHOWN BY MAP ON FILE IN BOOK 8, PAGE 357 OF MAPS, SAN DIEGO COUNTY RECORDS, THAT LIES WESTERLY OF THE WESTERLY LINE OF PARCEL 4120-27A AS DESCRIBED IN THAT CERTAIN FINAL ORDER OF CONDEMNATION, SUPERIOR COURT CASE NO. RIC 390374, A COPY OF WHICH WAS RECORDED MARCH 7, 2005 AS INSTRUMENT NO. 05·179523 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. 4.2.b Packet Pg. 171 Attachment: Development Agreement (Development Agreement 18-2 - Mountain States Development, LLC) B-1 EXHIBIT “B” PROPERTY MAP TENTATIVE TRACT MAP NO. 33716 4.2.b Packet Pg. 172 Attachment: Development Agreement (Development Agreement 18-2 - Mountain States Development, LLC) C-1 EXHIBIT “C” EXISTING DEVELOPMENT APPROVALS  TENTATIVE TRACT MAP NO. 33716; AND  FINAL CONDITIONS OF APPROVAL DATED ______________ 4.2.b Packet Pg. 173 Attachment: Development Agreement (Development Agreement 18-2 - Mountain States Development, LLC) D-1 EXHIBIT “D” EXISTING LAND USE REGULATIONS City of San Jacinto General Plan City of San Jacinto General Plan Map City of San Jacinto Development Code City of San Jacinto Zoning Map City of San Jacinto Municipal Code 4.2.b Packet Pg. 174 Attachment: Development Agreement (Development Agreement 18-2 - Mountain States Development, LLC) January 29, 2019 TO: Planning Commission REQUESTED BY: Travis Randel, Community Development Director APPROVED BY: Robert A. Johnson, City Manager SUBJECT: Development Agreement 18-2 - Mountain States Development, LLC RECOMMENDATION: Staff recommends that the Planning Commission Adopt Resolution No. 19-03 recommending that the City Council adopt an Ordinance approving Development Agreement No. 18-2. PROJECT DESCRIPTION: Development Agreement 18-2 is a proposal to enter into a Development Agreement to extend Tentative Tract Map 33716 for a term of five-years in exchange for a Fee. BACKGROUND: On December 14, 2006, the Planning Commission recommended that the City Council Approve TTM 33716, along with Change of Zone 6-05. The City Council approved the TTM 33716 and Change of Zone 6-05 on April 14, 20007. The TTM was valid for twenty-four months after approval. In addition, the TTM was eligible for four automatic State extensions and three one- year City extensions, which brought the map expiration to April 14, 2019. Tentative Tract Map 33716 is a proposal to subdivide 11.80 gross acres into 49 single family residential lots located east side of Lyon Avenue, north of Seventh Street and bordered by the Flood Control Channel to the north and east. The property was zoned Agricultural (A) and through Change of Zone 6-05 was changed to Single Family Residential (R-1). In 2012, the City adopted a new Land Use Map and the Zoning is now Residential Low Density (RL). The General Plan designation is LDR, Low-Density Residential. The project site is currently vacant and is generally flat. Surrounding uses include a park and existing single-family homes to the west, a flood control channel to the north and east, and low - density single-family homes and vacant land to the south. Tentative Tract Map Extensions Due to the recent recession, the State of California passed Bills that provided four automatic extensions for Tentative Tract Maps, all of which TTM 33716 was eligible for. The following table outlines the Bills and the revised expiration dates for the TTM: 4.3 Packet Pg. 127 4.2.c Packet Pg. 175 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) State Bill Expiration Date Senate Bill 1185 Automatic One-Year Time Extension April 14, 2010 Assembly Bill 333 Automatic Two -Year Time Extension April 14, 2012 Assembly Bill 208 Automatic Two -Year Time Extension April 14, 2014 Assembly Bill 116 Automatic Two Year Time Extension April 14, 2016 The four automatic extensions provided a total of seven additional years to the life of TTM 33716. The City of San Jacinto Municipal Code provides for three one-year extensions, of which all were granted, extending the TTM to April 14, 2019. DISCUSSION/ANALYSIS To prepare for and encourage new development in the coming years, staff is recommending that the City enter into Development Agreements to provide an additional five-year extension for expiring tentative tract maps, with the provision for one, two-year extension. The Development agreement will extend Tentative Tract Map 33716 for five years, to provide additional time to final the Map and develop the project. The project when built will provide additional housing opportunities for the City. The Development Agreement would have a positive fiscal impact for the City with infrastructure improvements and homes being constructed and a Development Agreement Fee paid to the City. The Development Agreement Fee will be in the amount of $1,200 per lot, paid at issuance of a Certificate of Occupancy, which will be deposited in the City’s General Fund account. If a two- year extension is granted, the Development Agreement Fee will increase to $2,000. There are no Development Impact Fee credits associated with the proposed Development Agreement. Development Agreement 18-2 has been prepared in accordance with the rules and regulations for the review and processing of Development Agreement requests in the City. The proposed development complies with the City’s General Plan. Pursuant to Section 65864, et. seq., of the California Government Code, the City of San Jacinto is authorized to enter into Development Agreements with persons having legal or equitable interests in real property for the development of such property. ENVIRONMENTAL ANALYSIS The project was adequately analyzed in earlier an adopted mitigated negative declaration for the Tentative Tract Map. Moreover, a subsequent mitigated negative declaration is not required, because there are no changed circumstances pursuant to Section 15172. 4.3 Packet Pg. 128 4.2.c Packet Pg. 176 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) FISCAL IMPACT The City’s General Fund will receive a DA Fee of $58,800.00 at $1,200.00 per unit if all 49 lots are developed within the DA term. ATTACHMENTS: 01 Planning Commission Resolution 19-03 02 Ordinance 19-07 03 DA 18-2 Development Agreement TTM 33716 04 Aerial Map 05 General Plan Map 06 Zoning Map 07 Tentative Tract Map 33716 4.3 Packet Pg. 129 4.2.c Packet Pg. 177 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) RESOLUTION NO. 19-03 A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SAN JACINTO, CALIFORNIA, RECOMMENDING THAT THE CITY COUNCIL ADOPT DEVELOPMENT AGREEMENT NO. 18-2 BETWEEN THE CITY OF SAN JACINTO AND MOUNTAIN STATES DEVELOPMENT, LLC WHEREAS, pursuant to Section 65864, et seq., of the California Government Code, the City of San Jacinto (“City”) is authorized to enter into development agreements with persons having legal or equitable interests in real property for the development of such property; and WHEREAS, Mountain States Development, LLC (“Owner”) is the owner of Tentative Tract Map 333716 with respect to the Development Agreement; and WHEREAS, City and Owner now seek to enter into Development Agreement 18-2 attached hereto as Exhibit “A;” and WHEREAS, the project covered under the Development Agreement generally consists of Tentative Tract Map 33716, a 11.80 gross acre, 49 lot single-family residential subdivision (“Project”), located on the east side of Lyon Avenue, north of Seventh Street and south of the flood control channel; and WHEREAS, Chapter 17.610 of the City’s Development Code sets forth the City’s requirements for development agreements, and amendments and extensions thereof; and WHEREAS, the Development Agreement is in accordance with Chapter 17.610 of the Development Code; and WHEREAS, the Development Agreement as proposed, extends Tentative Tract Map 33716 for a period of five years, includes a Development Agreement fee to be paid by Owner to the City under the Development Agree ment, and includes other provisions for the extension; and WHEREAS, the project has been adequately analyzed in an earlier adopted mitigated negative declaration and a subsequent mitigated negative declaration is not required, because there are no changed circumstances pursuant to Section 15162 of the California Environmental Quality Act; and WHEREAS, on January 29, 2019 the Planning Commission of the City of San Jacinto (“Planning Commission”) conducted a duly noticed public hearing on Development Agreement 18-2 at which time all persons wishing to testify in connection with Development Agreement 18-2 were heard and Development Agreement 18-2 was comprehensively reviewed; and 4.3.a Packet Pg. 130 Attachment: 01 Planning Commission Resolution 19-03 (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 178 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) 2 WHEREAS, all other legal prerequisites to the adoption of this Resolution have occurred. NOW, THEREFORE, THE PLANNING COMMISSION OF THE CITY OF SAN JACINTO RESOLVES AS FOLLOWS: SECTION 1. Based on the entire record before the Planning Commission, all written and oral evidence presented to the Planning Commission, and the findings set forth in this Resolution, the Planning Commission recommends that the City Council of the City of San Jacinto approve by ordinance Development Agreement 18-2 as set forth in Exhibit “A” attached hereto and incorporated herein by reference, based upon t he following findings: A. That the Development Agreement, aids in the continued and consistent implementation of the Tentative Tract Map, provides a financial benefit to the City in the form of the Development Agreement Fee (as that term is defined in the Development Agreement), and is therefore in the best interest of the City. B. That the Development Agreement is consistent with the City’s General Plan and will allow the Owner to complete the Project in a manner which the City Council previously found to be consistent with the City’s General Plan, and which the Planning Commission finds continues to be consistent therewith. C. That the Development Agreement promotes the public health, safety and welfare of the community because it will permit and encourage the development of residential units in accordance with the approved Tentative Tract Map, and will allow for the most efficient and logical development of the real property governed by the Development Agreement in the City. D. That the Project is covered under the Tentative Tract Map, which provides for single-family development, is therefore compatible with the uses authorized in, and the regulations prescribed for, the zone in which the real property subject to the Development Agreement is located, and will not adversely affect the orderly development of property or the preservation of property values. E. By providing extending the Tentative Map for a period of five-year term of the Development Agreement, it is consistent with the following General Plan Land Use Element goals and policies, and will further important and officially recognized City wide goals and policies, by allowing the Owner to develop the project under the terms of the Development Agreement: (i) Land Use Element No. 4 – Manage and Direct Growth – This Land Use Element encourages development consistent with the zoning of the property and provides for adequate levels of public services and facilities to be provided for the new development. F. That Development Agreement 18-2 will provide the City with important, 4.3.a Packet Pg. 131 Attachment: 01 Planning Commission Resolution 19-03 (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 179 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) 3 tangible benefits including the Development Agreement Fee provided for in the Agreement, and development of the Tract Map. SECTION 2. Based on the entire record before the Planning Commission, all written and oral evidence presented to the Planning Commission, and the findings set forth in this Resolution, the Planning Commission recommends that the City Council of the City of San Jacinto adopt Development Agreement 18-2 as set forth in Exhibit “A”. SECTION 3. The Planning Commission finds that the project has been adequately analyzed in earlier adopted mitigated negative declarations and a subsequent mitigated negative declaration is not require d, because there are no changed circumstances pursuant to Section 15162 of the California Environmental Quality Act. SECTION 4. This Resolution shall become effective upon its adoption . PASSED, APPROVED AND ADOPTED, this 29th day of January 2019. ________________________ Chairman ATTEST: __________________________________ Planning Commission Secretary 4.3.a Packet Pg. 132 Attachment: 01 Planning Commission Resolution 19-03 (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 180 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) Exhibit A EXHIBIT “A” DEVELOPMENT AGREEMENT N0. 18-1 BY AND BETWEEN THE CITY OF SAN JACINTO AND MOUNTAIN STATES DEVELOPMENT, LLC 4.3.a Packet Pg. 133 Attachment: 01 Planning Commission Resolution 19-03 (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 181 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) STATE OF CALIFORNIA ) ORDINANCE NO. 19-07 COUNTY OF RIVERSIDE ) ss CITY OF SAN JACINTO ) AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SAN JACINTO, CALIFORNIA, ADOPTING DEVELOPMENT AGREEMENT NO. 18-1 BETWEEN THE CITY OF SAN JACINTO AND MOUNTAIN STATES DEVELOPMENT, LLC WHEREAS, pursuant to Section 65864, et seq., of the California Government Code, the City of San Jacinto (“City”) is authorized to enter into development agreements with persons having legal or equitable interests in real property fo r the development of such property; and WHEREAS, Mountain States Development, LLC (“Owner”) is the owner of Tentative Tract Map 33716, with respect to the Development Agreement; and WHEREAS, City and Owner now seek to enter into Development Agreement 18-2 attached hereto as Exhibit “A;” and WHEREAS, the project covered under the Development Agreement generally consists of Tentative Tract Map 33716, a 11.80 gross acre, 49 lot single-family residential subdivision and other related improvements (“Project ”), located on the east side of Lyon Avenue, north of Seventh Street and south of the flood control channel and the purpose of Development Agreement is to extend the Tentative Tract Map for a period of five years; and WHEREAS, Chapter 17.610 of the City’s Development Code sets forth the City’s requirements for development agreements, and amendments and extensions thereof; and WHEREAS, the Development Agreement is in accordance with Chapter 17.610 of the Development Code; and WHEREAS, the Development Agreement as proposed, includes a Development Agreement Fee to be paid by Owner to the City under the Development Agreement; and WHEREAS, the Development Agreement will eliminate uncertainty in planning and provide for the orderly development of the Property, ensure progressive installation of necessary improvements, provide for public services appropriate to the development of the Project, and generally serve the purposes for which development agreements under Sections 65864 et seq. of the Government Code are intended; and WHEREAS, the project has been adequately analyzed in an earlier adopted mitigated negative declaration and a subsequent mitigated negative declaration is not required, because there are no changed circumstances pursuant to Section 15162 of the California Environmental Quality Act; and 4.3.b Packet Pg. 134 Attachment: 02 Ordinance 19-07 (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 182 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) 2 WHEREAS, on January 29, 2019, the Planning Commission of the City of San Jacinto (“Planning Commission”) conducted a duly noticed public hearing on Development Agreement 18-2, at which time all persons wishing to testify in connection with Development Agreement 18-2 were heard and Development Agreement 18-2 was comprehensively reviewed; and WHEREAS, on February 19, 2019, pursuant to CEQA and in accordance with the recommendation of the Planning Commission for the City of San Jacinto (the “Planning Commission”), the City Council has determined that it can be seen with certainty that the approval of the Development Agreement is not likely to have any effect on the environment, and therefore further review is not necessary under CEQA and the CEQA Guidelines; and WHEREAS, on February 19, 2019, the San Jacinto City Council conducted a duly noticed public hearing concerning the Development Agreement, at which time all persons wishing to do so had an opportunity to provide testimony regarding the Development Agreement, and at which time the City Council thoroughly reviewed the Development Agreement; and THE CITY COUNCIL OF THE CITY OF SAN JACINTO DOES HEREBY ORDAIN AS FOLLOWS: Section 1. Incorporation of Recitals. The Recitals set forth above are incorporated herein and made an operative part of this Ordinance as though fully set forth herein. Section 2. Findings. Based on the entire record before the City Council, all written and oral evidence presented to the City Council, and the findings set forth in this Ordinance, the City Council adopts this Ordinance and approves Development Agreement 18-2 based upon the following findings: A. That the Development Agreement aids in the continued and consistent implementation of the Tentative Tract Map, provides a financial benefit to the City in the form of the Development Agreement Fee (as that term is defined in the Development Agreement), and is therefore in the best interest of the City. B. That Development Agreement 18-2 is consistent with the City’s General Plan and will allow the Owner to complete the Project in a manner which the City Council previously found to be consistent with the City’s General Plan, and as recommend by the Planning Commission, the City Council finds continues to be consistent therewith. 4.3.b Packet Pg. 135 Attachment: 02 Ordinance 19-07 (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 183 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) 3 C. That the Development Agreement 18-2 promotes the public health, safety and welfare of the community because it will permit and encourage the development of residential units in accordance with the approved Tentative Tract Map and will allow for the most efficient and logical development of the real property governed by the Development Agreement in the City. D. That the Project is covered under the Tentative Tract Map, which provides for a single-family development, is therefore compatible with the uses authorized in, and the regulations prescribed for, the zone in which the real property subject to the Development Agreement is located, and will not adversely affect the orderly development of property or the preservation of property values. E. The Development Agreement is consistent with the following General Plan Land Use Element goals and policies, and will further important and officially recognized City wide goals and policies, by allowing the Owner to develop the Project under the terms of the Development Agreement: (i) Land Use Element No. 4 – Manage and Direct Growth – This Land Use Element encourages development consistent with the zoning of the property and provides for adequate levels of public services and facilities to be provided for the new development. F. That Development Agreement 18-2 will provide the City with important, tangible benefits including the Development Agreement Fee provided for in the Agreement, and development of the Tentative Tract Map. Section 3. Adoption of Development Agreement 18-2. Based on the entire record before the City Council, all written and oral evidence presented to the City Council, and the findings set forth in this Ordinance, the City Council hereby adopts Development Agreement 18-2, as set forth in Exhibit “A”. Section 4. CEQA. The City Council has reviewed the Project pursuant to CEQA and in accordance with the recommendation of the Planning Commission for the City of San Jacinto, the City Council has determined that the Project has been adequately analyzed in an earlier adopted mitigated negative declaration, and a subsequent mitigated negative declaration is not required because there are no changed circumstances pursuant to Section 15162. Further, it can be seen with certainty that the approval of the Development Agreement is not likely to have any effect on the environment, and 4.3.b Packet Pg. 136 Attachment: 02 Ordinance 19-07 (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 184 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) 4 therefore further review is not necessary under CEQA and the CEQA Guidelines. Section 5. Notice of Determination. Staff is directed to file a Notice of Determination with the Riverside County Recorder’s Office within five (5) working days of adoption of this Ordinance. Section 6. Custodian of Records. The documents and materials that constitute the record of proceedings on which these findings are based are located at the City Clerk’s office located at 595 S. San Jacinto Avenue, San Jacinto, CA 92583. The custodian for these records is the City Clerk. Section 7. Severability. If any provision of this Ordinance or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Ordinance which can be given effect without the invalid provision or application, and to this end the provisions of this Ordinance are severable. The City Council hereby declares that it would have adopted this Ordinance irrespective of the invalidity of any particular portion thereof. Section 8. Effective Date. This Ordinance shall become effective thirty (30) days following its adoption. Section 9. Publication. The City Clerk shall certify to the adoption of this Ordinance and cause it, or a summary of it, to be published once within 15 days of adoption in a newspaper of general circulation printed and published within the City of San Jacinto, and shall post a certified copy of this Ordinance, including the vote for and against the same, in the Office of the City Clerk in accordance with Government Code § 36933. Introduced at a regular meeting of the City Council on the 19th day of February 2019. 4.3.b Packet Pg. 137 Attachment: 02 Ordinance 19-07 (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 185 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) 5 ORDINANCE NO. 19-07 PASSED, APPROVED AND ADOPTED at a regular meeting of the City Council on the 19th day of March 2019, by the following vote: AYES: NAYS: ABSENT: ABSTAIN: CITY OF SAN JACINTO: _______________________ Russell Utz, Mayor ATTEST: _____________________ Angela Walton, City Clerk APPROVED AS TO FORM: BEST BEST & KRIEGER LLP __________________________ Michael J. Maurer, City Attorney 4.3.b Packet Pg. 138 Attachment: 02 Ordinance 19-07 (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 186 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) 6 CERTIFICATION State of California ) County of Riverside) ss City of San Jacinto) I, Angela Walton, duly appointed City Clerk of the City of San Jacinto, do hereby certify that the foregoing Ordinance No. 19-07 was introduced at a regular meeting of the City Council of the City of San Jacinto on the 19th day of February 2019. Ordinance No. 19-07 was passed, approved, and adopted by the City Council of the City of San Jacinto, California, at a regular meeting of the City Council held on the 19th day of March 2019, by the following vote of at least four-fifths of the City Council: AYES: NAYS: ABSENT: ABSTAIN: Witness my hand and seal the 19th day of March 2019. _____________________________ Angela Walton, City Clerk City of San Jacinto 4.3.b Packet Pg. 139 Attachment: 02 Ordinance 19-07 (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 187 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) EXHIBIT “A” DEVELOPMENT AGREEMENT N0. 18-2 BY AND BETWEEN THE CITY OF SAN JACINTO AND MOUNTAIN STATES DEVELOPMENT, LLC 4.3.b Packet Pg. 140 Attachment: 02 Ordinance 19-07 (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 188 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) 22242.00000\30164334.2 Recorded at request of: ) Clerk, City Council ) City of San Jacinto ) ) When recorded return to: ) City of San Jacinto ) 595 S. San Jacinto Ave. ) San Jacinto, CA 92583 ) Attention: City Clerk ) ) Exempt from Filing Fees, Government Code Section 6103 DEVELOPMENT AGREEMENT NO. 18-2 A DEVELOPMENT AGREEMENT BETWEEN CITY OF SAN JACINTO and MOUNTAIN STATES DEVELOPMENT, LLC, a California limited liability company 4.3.c Packet Pg. 141 Attachment: 03 DA 18-2 Development Agreement TTM 33716 (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 189 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) 22242.00000\30164334. 22 DEVELOPMENT AGREEMENT NO. 18-2 This Development Agreement (hereinafter “Agreement”) is entered into by and among the City of San Jacinto, a California municipal corporation (hereinafter “CITY”), and Mountain States Development, LLC, a California limited liability company (hereinafter “OWNER”): RECITALS WHEREAS, CITY is authorized to enter into binding development agreements with persons having legal or equitable interests in real propert y for the development of such property, pursuant to Section 65864 et seq. of the Government Code; and WHEREAS, OWNER has requested CITY to enter into a development agreement and proceedings have been taken in accordance with the rules and regulations of CITY; and WHEREAS, by electing to enter into this Agreement, CITY shall bind future City Councils of CITY by the obligations specified herein and limit the future exercise of certain governmental and proprietary powers of CITY; and WHEREAS, the terms and conditions of this Agreement have undergone extensive review by CITY and the City Council and have been found to be fair, just and reasonable; and WHEREAS, the best interests of the citizens of the CITY and the public health, safety and welfare will be served by entering into this Agreement; and WHEREAS, the environmental impacts of the Project and this Agreement, including the Development Approvals, have previously been properly reviewed and assessed by CITY pursuant to the California Environmental Quality Act, Public Resources Code Section 21000 et seq. (“CEQA”), California Code of Regulations Title 14, Section 15000 et seq. (the “CEQA Guidelines”) and the CITY’s local CEQA guidelines; and WHEREAS, on January 29, 2019, the City of San Jacinto Planning Commission conducted a duly noticed public hearing concerning this Agreement, at which time all persons wishing to do so had an opportunity to provide testimony regarding this Agreement, and at which time the Planning Commission thoroughly reviewed this Agreement, and thereafter recommended to the City Council of the City of San Jacinto that the City Council approve and adopt this Agreement; and WHEREAS, on February 19, 2019, the San Jacinto City Council conducted a duly noticed public hearing concerning this Agreement, at which time all persons wishing to do so had an opportunity to provide testimony regarding this Agreement, and at which time the City Council thoroughly reviewed this Agreement; and WHEREAS, on February 19, 2019, pursuant to CEQA and in accordance with the recommendation of the Planning Commission for the City of San Jacinto (the “Planning Commission”), the City Council has determined that it can be seen with certainty that the approval of this Agreement is not likely to have any effect on the environment, and therefore further review is not necessary under CEQA and the CEQA Guidelines; and 4.3.c Packet Pg. 142 Attachment: 03 DA 18-2 Development Agreement TTM 33716 (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 190 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) 3 WHEREAS, on February 19, 2019, following the conclusion of the public hearing and adoption of the Notice of Determination, the City Council conducted the first reading of the ordinance approving and adopting this Agreement, and WHEREAS on March 19, 2019, the City Council conducted a second reading (adoption) of the ordinance approving and adopting this Agreement; and WHEREAS, this Agreement and the Project are consistent with the CITY’s Comprehensive General Plan and any Specific Plan applicable thereto; and WHEREAS, all actions taken and approvals given by CITY have been duly taken or approved in accordance with all applicable legal requirements for notice, public hearings, findings, votes, and other procedural matters; and WHEREAS, development of the Property in accordance with this Agreement will provide substantial benefits to CITY and will further important policies and goals of CITY; and WHEREAS, this Agreement will eliminate uncertainty in planning and provide for the orderly development of the Property, ensure progressive installation of necessary improvements, provide for public services appropriate to the development of the Project, and generally serve the purposes for which development agreements under Sections 65864 et seq. of the Government Code are intended; and WHEREAS, OWNER has incurred and will in the future incur substantial costs in order to assure development of the Property in accordance with this Agreement; and WHEREAS, OWNER has incurred and will in the future incur substantial costs in excess of the generally applicable requirements in order to assure vesting of legal rights to develop the Property in accordance with this Agreement. COVENANTS NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. DEFINITIONS AND EXHIBITS. 1.1 Definitions. The following terms when used in this Agreement shall be defined as follows: 1.1.1 “Agreement” means this Development Agreement. 1.1.2 “CITY” means the City of San Jacinto, a municipal corporation, organized and existing pursuant to the laws of the State of California. 1.1.3 “City Council” means the duly elected and constituted city council of CITY. 4.3.c Packet Pg. 143 Attachment: 03 DA 18-2 Development Agreement TTM 33716 (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 191 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) 4 1.1.4 “Dedication Requirement” means any requirement of CITY in connection with or pursuant to any Land Use Regulation or Development Approval for the dedication of land in order to lessen, offset, mitigate or compensate for the impacts of development on the environment or other public interests. 1.1.5 “Development” means the improvement of the Property for the purposes of completing the structures, improvements and facilities comprising the Project including, but not limited to: grading; the construction of infrastructure and public facilities related to the Project whether located within or outside the Property; the construction of buildings and structures; and the installation of landscaping. “Development” does not include the maintenance, repair, reconstruction or redevelopment of any building, structure, improvement or facility after the construction and completion thereof. 1.1.6 “Development Agreement Policies” means those certain development agreement policies approved by CITY pursuant to Resolution No. 2358, adopted on July 18, 2002, as amended. 1.1.7 “Development Approvals” means all permits and other entitlements for use, subject to approval or issuance by CITY in connection with the Development, including, but not limited to: (a) specific plans and specific plan amendments; (b) tentative and final subdivision and parcel maps; (c) conditional use permits, public use permits and plot plans; (d) zoning; and (e) grading and building permits. 1.1.8 “Development Exaction” means any requirement of CITY in connection with or pursuant to any Land Use Regulation or Development Approval for the dedication of land, the construction of improvements or public facilities, or the payment of fees in order to lessen, offset, mitigate or compensate for the impacts of development on the environment or other public interests. 1.1.9 “Development Plan” means the Existing Development Approvals and the Existing Land Use Regulations applicable to development of the Property. 1.1.10 “Effective Date” means the date the ordinance approving this Agreement becomes effective. 1.1.11 “Existing Development Approvals” means all Development Approvals approved or issued prior to the Effective Date. Existing Development Approvals includes the Approvals incorporated herein as Exhibit “C” and all other Approvals which are a matter of public record on the Effective Date. 4.3.c Packet Pg. 144 Attachment: 03 DA 18-2 Development Agreement TTM 33716 (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 192 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) 5 1.1.12 “Existing Land Use Regulations” means all Land Use Regulations in effect on the Effective Date. Existing Land Use Regulations includes the Regulations incorporated herein as Exhibit “D” and all other Regulations which are a matter of public record on the Effective Date. 1.1.13 “Land Use Regulations” means all ordinances, resolutions, codes, rules, regulations and official policies of CITY governing the development and use of land, including, without limitation, the permitted use of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, the provisions for reservation or dedication of land for public purposes, and the design, improvement and construction standards and specifications applicable to the development of the property. “Land Use Regulations” does not include any CITY ordinance, resolution, code, rule, regulation or official policy, governing: (a) the conduct of businesses, professions, and occupations; (b) taxes and assessments; (c) the control and abatement of nuisances; (d) the granting of encroachment permits and the conveyance of rights and interests which provide for the use of or the entry upon public property; and/or (e) the exercise of the power of eminent domain. 1.1.14 “Mortgagee” means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security-device lender, and their successors and assigns. 1.1.15 “OWNER” means the persons and entities listed as OWNER on page 1 of this Agreement and its successor(s) in interest to all or any part of the Property. 1.1.16 “Planning Commission” means the duly appointed and constituted planning commission of CITY. 1.1.17 “Project” means the development of the Property contemplated by the Development Plan as such Development Plan may be further defined, enhanced or modified pursuant to the provisions of this Agreement. 1.1.18 “Property” means the real property described on Exhibit “A” and shown on Exhibit “B” to this Agreement. 1.1.19 “Reservations of Authority” means the rights and authority excepted from the assurances and rights provided to OWNER under this Agreement and reserved to CITY under Section 3.6 of this Agreement. 1.1.20 “Subsequent Development Approvals” means all Development Approvals required subsequent to the Effective Date in connection with the Development. 1.1.21 “Subsequent Land Use Regulations” means any Land Use Regulations adopted and effective after the Effective Date of this Agreement. 4.3.c Packet Pg. 145 Attachment: 03 DA 18-2 Development Agreement TTM 33716 (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 193 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) 6 1.1.22 “TTM 33716” means Tentative Tract Map 33716, which is one of the Existing Development Approvals and is described in Exhibit “C”. 1.2 Exhibits. The following documents are attached to, and by this reference made a part of, this Agreement: Exhibit “A” — Legal Description of the Property. Exhibit “B” — Map showing Property and its location. Exhibit “C” — Existing Development Approvals. Exhibit “D” — Existing Land Use Regulations. 2. GENERAL PROVISIONS. 2.1 Binding Effect of Agreement. The Property is hereby made subject to this Agreement. Development of the Property is hereby authorized and shall be carried out only in accordance with the terms of this Agreement. 2.2 Ownership of Property. OWNER represents and covenants that it is the owner of the fee simple title to the Property or a portion thereof. 2.3 Term. The initial term of this Agreement shall commence on the Effective Date, and shall continue for a period of five (5) years thereafter unless this term is modified or extended pursuant to the provisions of this Agreement. Notwithstanding the foregoing, the term of this Agreement may be extended one (1) time for an additional two (2) years following expiration of the initial term, resulting in a total term of seven (7) years, provided the following have occurred: (a) OWNER provides at least one hundred eighty (180) days’ written notice to CITY prior to the expiration of the initial term; and (b) OWNER is not then in uncured default of this Agreement. The initial term and, if and upon extension, the two-year extended term, shall sometimes be referred to herein collectively as the “Term.” 2.4 Assignment. 2.4.1 Right to Assign. OWNER shall have the right to sell, transfer or assign the Property in whole or in part (provided that no such partial transfer shall violate the Subdivision Map Act, Government Code Section 66410 et seq.) to any person, partnership, joint venture, firm or corporation at any time during the Term; provided, however, that any such sale, transfer or assignment shall include the assignment and assumption of the rights, duties and obligations arising under or from this Agreement and be made in strict compliance with the following conditions precedent: (a) No sale, transfer or assignment of any right or interest under this Agreement shall be made unless made together with the sale, transfer or assignment of all or a part of the Property. 4.3.c Packet Pg. 146 Attachment: 03 DA 18-2 Development Agreement TTM 33716 (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 194 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) 7 (b) Concurrent with any such sale, transfer or assignment, or within fifteen (15) business days thereafter, OWNER shall notify CITY, in writing, of such sale, transfer or assignment and shall provide CITY with an executed agreement, in a form reasonably acceptable to CITY, by the purchaser, transferee or assignee and providing therein that the purchaser, transferee or assignee expressly and unconditionally assumes all the duties and obligations of OWNER under this Agreement. Any sale, transfer or assignment not made in strict compliance with the foregoing conditions shall constitute a default by OWNER under this Agreement. Notwithstanding the failure of any purchaser, transferee or assignee to execute the agreement required by Paragraph (b) of this Subsection 2.4.1, the burdens of this Agreement shall be binding upon such purchaser, transferee or assignee, but the benefits of this Agreement shall not inure to such purchaser, transferee or assignee until and unless such agreement is executed. OWNER shall have the right to reserve from any assignment made pursuant to this Subsection 2.4.1 any or all right, title and interest in and to a credit or reimbursement provided for in this Agreement; provided however, that the existence and extent of any such reservation shall be expressly referred to in the written agreement required by Section 2.4.1(b), above. 2.4.2 Release of Transferring Owner. Notwithstanding any sale, transfer or assignment, a transferring OWNER shall continue to be obligated under this Agreement unless such transferring OWNER is given a release in writing by CITY, which release shall be provided by CITY upon the full satisfaction by such transferring OWNER of the following conditions: (a) OWNER no longer has a legal or equitable interest in all or any part of the Property. (b) OWNER is not then in default under this Agreement. (c) OWNER has provided CITY with the notice and executed agreement required under Paragraph (b) of Subsection 2.4.1 above. 2.4.3 Subsequent Assignment. Any subsequent sale, transfer or assignment after an initial sale, transfer or assignment shall be made only in accordance with and subject to the terms and conditions of this Section. 2.4.4 Termination of Agreement With Respect to Individual Lots Upon Sale to Public and Completion of Construction. The provisions of Subsection 2.4.1 shall not apply to the sale or lease (for a period longer than one year) of any lot which has been finally subdivided and is individually (and not in “bulk”) sold or leased to a member of the public or other ultimate user. Notwithstanding any other provisions of this Agreement, this Agreement shall automatically terminate with respect to any such lot and such lot shall be released and no longer be subject to this Agreement without the execution or recordation of any further document upon satisfaction of both of the following conditions: (a) The lot has been finally subdivided and individually (and not in “bulk”) sold or leased (for a period longer than one year) to a member of the public or other ultimate user; and 4.3.c Packet Pg. 147 Attachment: 03 DA 18-2 Development Agreement TTM 33716 (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 195 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) 8 (b) A certificate of occupancy has been issued for a building on the lot, and the fees set forth under Section 4.2 of this Agreement have been paid. 2.5 Amendment or Cancellation of Agreement. This Agreement may be amended or canceled in whole or in part only by written consent of all parties in the manner provided for in Government Code Section 65868 and Article 5 of the Development Agreement Policies. This provision shall not limit any remedy of CITY or OWNER as provided by this Agreement. 2.6 Termination. This Agreement shall be deemed terminated and of no further effect upon the occurrence of any of the following events: (a) Expiration of the stated term of this Agreement as set forth in Section 2.3. (b) Entry of a final judgment setting aside, voiding or annulling the adoption of the ordinance approving this Agreement. (c) The adoption of a referendum measure overriding or repealing the ordinance approving this Agreement. (d) Completion of the Project in accordance with the terms of this Agreement, including issuance of all required occupancy permits and acceptance by CITY or applicable public agency of all required dedications. (e) Termination of this Agreement based on any default of OWNER and following the termination proceedings required by Articles 7 and 8 of the Development Agreement Policies. Termination of this Agreement shall not constitute termination of any other land use entitlements approved for the Property. Upon the termination of this Agreement, no party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination or with respect to any default in the performance of the provisions of this Agreement which has occurred prior to such termination or with respect to any obligations which are specifically set forth as surviving this Agreement. Upon such termination, any public facilities and services mitigation fees paid pursuant to Section 4.2 of this Agreement by OWNER to CITY for residential units on which construction has not yet begun shall be refunded to OWNER by CITY. 2.7 Notices. (a) As used in this Agreement, “notice” includes, but is not limited to, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. (b) All notices shall be in writing and shall be considered given either: (i) when delivered in person to the recipient named below; or (ii) on the date of delivery shown on the return receipt, after deposit in the United States mail in a sealed envelope as either registered or certified mail with return receipt requested, and postage and postal charges prepaid, and addressed to the recipient named below; or (iii) on the date of delivery shown in the records of the telegraph 4.3.c Packet Pg. 148 Attachment: 03 DA 18-2 Development Agreement TTM 33716 (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 196 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) 9 company after transmission by telegraph to the recipient named below. All notices shall be addressed as follows: If to CITY: City of San Jacinto 595 S. San Jacinto Ave. San Jacinto, CA 92583 Attn: City Manager Telephone: (951) 487-7342 Facsimile: (951) 654-3728 Copy to: Best, Best & Krieger, LLP 300 South Grand Ave. 25th Floor Los Angeles, CA 90071 Attn: City Attorney Telephone: (213) 617-8100 Facsimile: (213) 617-7480 If to OWNER: Mountain States Development, LLC Attn: Michael Wright P.O. Box 2454 Rancho Santa Fe, CA 92067 (c) Either party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 3. DEVELOPMENT OF THE PROPERTY. 3.1 Rights to Develop. Subject to the terms of this Agreement, including the Reservations of Authority, OWNER shall have a vested right to develop the Property in accordance with, and to the extent of, the Development Plan. The Project shall remain subject to all Subsequent Development Approvals required to complete the Project as contemplated by the Development Plan. Except as otherwise provided in this Agreement, the permitted uses of the Property, the density and intensity of use, the maximum height and size of proposed buildings, and provisions for reservation and dedication of land for public purposes shall be those set forth in the Development Plan. 3.2 Effect of Agreement on Land Use Regulations. Except as otherwise provided under the terms of this Agreement, including the Reservations of Authority, the rules, regulations and official policies governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, and the design, improvement and construction standards and specifications applicable to development of the Property shall be the 4.3.c Packet Pg. 149 Attachment: 03 DA 18-2 Development Agreement TTM 33716 (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 197 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) 10 Existing Land Use Regulations. In connection with any Subsequent Development Approval, CITY shall exercise its discretion in accordance with the Development Plan, and as provided by this Agreement, including, but not limited to, the Reservations of Authority. CITY shall accept for processing, review and action all applications for Subsequent Development Approvals, and such applications shall be processed in the normal manner for processing such matters. 3.3 Timing of Development. The parties acknowledge that OWNER cannot at this time predict when or the rate at which phases of the Property will be developed. Such decisions depend upon numerous factors which are not within the control of OWNER, such as market orientation and demand, interest rates, absorption, completion and other similar factors. Since the California Supreme Court held in Pardee Construction Co. v. City of Camarillo (1984) 37 Cal.3d 465, that the failure of the parties therein to provide for the timing of development resulted in a later adopted initiative restricting the timing of development to prevail over such parties’ agreement, it is the parties’ intent to cure that deficiency by acknowledging and providing that OWNER shall have the right to develop the Property in such order and at such rate and at such times as OWNER deems appropriate within the exercise of its subjective business judgment, subject only to any timing or phasing requirements set forth in Section 3.4. 3.4 Phasing Plan. Development of the Property shall be subject to all timing and phasing requirements established by the Development Plan. 3.5 Changes and Amendments. The parties acknowledge that refinement and further development of the Project will require Subsequent Development Approvals and may demonstrate that changes are appropriate and mutually desirable in the Existing Development Approvals. In the event OWNER finds that a change in the Existing Development Approvals is necessary or appropriate, OWNER shall apply for a Subsequent Development Approval to effectuate such change and CITY shall process and act on such appli cation in accordance with the Existing Land Use Regulations, except as otherwise provided by this Agreement including the Reservations of Authority. If approved, any such change in the Existing Development Approvals shall be incorporated herein as an addendum to Exhibit “C”, and may be further changed from time to time as provided in this Section. Unless otherwise required by law, as determined by the City Manager, a change to the Existing Development Approvals shall be deemed “minor” and not require an amendment to this Agreement provided such change does not: (a) Alter the permitted uses of the Property as a whole; or, (b) Increase the density or intensity of use of the Property as a whole; or, (c) Increase the maximum height and size of permitted buildings; or, (d) Delete a requirement for the reservation or dedication of land for public purposes within the Property as a whole; or, (e) Constitute a project requiring a subsequent or supplemental environmental impact report pursuant to Section 21166 of the Public Resources Code. 4.3.c Packet Pg. 150 Attachment: 03 DA 18-2 Development Agreement TTM 33716 (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 198 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) 11 3.6 Reservations of Authority. 3.6.1 Limitations, Reservations and Exceptions. Notwithstanding any other provision of this Agreement, the following Subsequent Land Use Regulations shall apply to the development of the Property. (a) Processing fees and charges of every kind and nature imposed by CITY to cover the estimated actual costs to CITY of processing applications for Development Approvals or for monitoring compliance with any Development Approvals granted or issued. (b) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure. (c) Regulations governing construction standards and specifications including, without limitation, the CITY’s Building Code, Plumbing Code, Mechanical Code, Electrical Code, Fire Code and Grading Code. (d) Regulations imposing Dedication Requirements or Development Exactions; provided, however, that no such subsequently adopted Dedication Requirements or Development Exactions shall be applicable to development of the Property unless such Dedication Requirements or Development Exactions are applied uniformly to development throughout the CITY or within a defined area of benefit that includes the Property. No such subsequently adopted Dedication Requirement or Development Exaction shall apply if its application to the Property would physically prevent development of the Property for the uses and to the density or intensity of development set forth in the Development Plan. In the event any such subsequently adopted Dedication Requirement or Development Exaction fulfills the same purposes, in whole or in part, as the fees set forth in Section 4.2 of this Agreement, CITY shall allow a credit against such subsequently adopted Dedication Requirement or Development Exaction for the fees paid under Section 4.2 of this Agreement to the extent such fees fulfill the same purposes. (e) Regulations which may be in conflict with the Development Plan but which are reasonably necessary to protect the public health and safety. To the extent possible, any such regulations shall be applied and construed so as to provide OWNER with the rights and assurances provided under this Agreement. (f) Regulations which are not in conflict with the Development Plan. Any regulation, whether adopted by initiative or otherwise, limiting the rate or timing of development of the Property shall be deemed to conflict with the Development Plan and shall therefore not be applicable to the development of the Property. (g) Regulations which are in conflict with the Development Plan provided OWNER has given written consent to the application of such regulations to development of the Property. 3.6.2 Subsequent Development Approvals. This Agreement shall not prevent CITY, in acting on Subsequent Development Approvals, from applying Subsequent Land Use Regulations which do not conflict with the Development Plan, nor shall this Agreement prevent 4.3.c Packet Pg. 151 Attachment: 03 DA 18-2 Development Agreement TTM 33716 (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 199 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) 12 CITY from denying or conditionally approving any Subsequent Development Approval on the basis of the Existing Land Use Regulations or any Subsequent Land Use Regulation not in conflict with the Development Plan. 3.6.3 Modification or Suspension by State or Federal Law. In the event that State or Federal laws or regulations, enacted after the Effective Date of this Agreement, prevent or preclude compliance with one or more of the provisions of this Agreement, such provisions of this Agreement shall be modified or suspended as may be necessary to comply with such State or Federal laws or regulations, provided, however, that this Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provisions impractical to enforce. 3.6.4 Intent. The parties acknowledge and agree that CITY is restricted in its authority to limit its police power by contract and that the foregoing limitations, reservations and exceptions are intended to reserve to CITY all of its police power which cannot be so limited. This Agreement shall be construed, contrary to its stated terms if necessary, to reserve to CITY all such power and authority which cannot be restricted by contract. 3.7 Public Works. If OWNER is required by this Agreement to construct any public works facilities which will be dedicated to CITY or any other public agency upon completion, and if required by applicable laws to do so, OWNER shall perform such work in the same manner and subject to the same requirements and standards as would be applicable to CITY or such other public agency should it have undertaken such construction. 3.8 Provision of Real Property Interests by CITY. In any instance where OWNER is required to construct any public improvement on land not owned by OWNER, OWNER shall at its sole cost and expense provide, or cause to be provided, the real property interests necessary for the construction of such public improvements. In the event OWNER is unable, after exercising reasonable efforts, including, but not limited to, the rights under Sections 1001 and 1002 of the Civil Code, to acquire the real property interests necessary for the construction of such public improvements, and if so instructed by OWNER and upon OWNER’S provision of adequate security for costs CITY may reasonably incur, CITY shall negotiate the purchase of the necessary real property interests to allow OWNER to construct the public improvements as required by this Agreement and, if necessary, in accordance with the procedures established by law, use its power of eminent domain to acquire such required real property interests. OWNER shall pay all costs associated with such acquisition or condemnation proceedings. This Section 3.8 is not intended by the parties to impose upon the OWNER an enforceable duty to acquire land or construct any public improvements on land not owned by OWNER, except to the extent that the OWNER elects to proceed with the development of the Project, and then only in accordance with valid conditions imposed by the CITY upon the Development under the Subdivision Map Act or other legal authority. 3.9 Regulation by Other Public Agencies. It is acknowledged by the parties that other public agencies not within the control of CITY possess authority to regulate aspects of the Development separately from or jointly with CITY and this Agreement does not limit the authority of such other public agencies. 4.3.c Packet Pg. 152 Attachment: 03 DA 18-2 Development Agreement TTM 33716 (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 200 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) 13 3.10 Tentative Tract Map Extension. The term of TTM 33716 and any tentative tract map(s), tentative subdivision map(s) or tentative parcel map(s) heretofore or hereafter approved in connection with the Development shall expire upon the expiration or earlier termination of this Agreement. Said term of such map(s) shall be the sole and exclusive term and shall be in lieu of any other term or term extension provided for pursuant to the Subdivision Map Act, CITY ordinance, or any combination thereof. 3.11 Amendment(s) to Tentative Tract Map(s); Recordation of Final Tract Map(s). Any amendment to an existing tentative tract map, heretofore or hereafter approved in connection with the Development, which is deemed “minor” in accordance with Section 3.5 of this Agreement shall not require an amendment to this Agreement. If and upon OWNER’s election to exercise the term extension authorized under Section 2.3 of this Agreement, during such two-year extended term, all conditions of approval for any tentative tract map identified under this Agreement shall be reviewed for changed circumstances and modifications may be required. Subject to applicable provisions of the Subdivision Map Act (Government Code Section 66410 et seq.), OWNER may record final tract maps on a phased basis. 3.12 Vesting Tentative Maps. If any tentative or final subdivision map, or tentative or final parcel map, heretofore or hereafter approved in connection with the Development, is a vesting map under the Subdivision Map Act and if this Agreement is determined by a final judgment to be invalid or unenforceable insofar as it grants a vested right to develop to OWNER, then and to that extent the rights and protections afforded OWNER under the laws and ordinances applicable to vesting maps shall supersede the provisions of this Agreement. Except as set forth immediately above, development of the Property shall occur only as provided in this Agreement, and the provisions in this Agreement shall be controlling over any conflicting provision of law or ordinance concerning vesting maps. 3.13 Utilities. In accordance with Section 201(h) of the Development Agreement Policies, the Project shall be connected to all utilities necessary to provide adequate water, sewer, gas, electric, and other utility service to the Project. OWNER shall contract with the CITY for CITY-owned or operated utilities serving the Project for such prices and on such terms as may be mutually agreed to between the parties. 4. PUBLIC BENEFITS. 4.1 Intent. The parties acknowledge and agree that the Development will result in substantial public needs which will not be fully met by the Development Plan and further acknowledge and agree that this Agreement confers substantial private benefits on OWNER which should be balanced by commensurate public benefits. Accordingly, the parties intend to provide consideration to the public to balance the private benefits conferred on OWNER by providing more fully for the satisfaction of the public needs resulting from the Project. 4.2 Development Agreement Fee. In addition to the other obligations of OWNER contained in this Agreement, the Project shall also be subject to a “Development Agreement Fee.” The Development Agreement Fee shall be paid to CITY and shall cover the initial term of five (5) years of this Agreement. The Development Agreement Fee shall be One Thousand Two Hundred Dollars ($1,200.00) per residential unit for the initial term of five (5) years of this Agreement. If 4.3.c Packet Pg. 153 Attachment: 03 DA 18-2 Development Agreement TTM 33716 (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 201 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) 14 and upon OWNER’s election to exercise the term extension authorized under Section 2.3 of this Agreement, the Development Agreement Fee shall increase to Two Thousand Dollars ($2,000.00) per residential unit for the extended term of two (2) years of this Agreement. In addition, during such two-year extended term, all conditions of approval for any tentative tract map identified under this Agreement shall be reviewed for changed circumstances and modifications may be required. The Development Agreement Fee shall not be used to offset any Development Impact Fee(s). OWNER shall not be entitled to any credit against the Development Agreement Fee resulting from OWNER’s provision of public improvements as required by the Development Plan or this Agreement. 4.2.1 Time of Payment. The Development Agreement Fee required pursuant to Section 4.2 shall be paid to CITY prior to, and as a condition precedent to, the issuance of the certificate of occupancy for each residential unit. No fees shall be payable for building permits issued prior to the Effective Date of this Agreement, but the Development Agreement Fee required pursuant to Section 4.3 shall be paid prior to the re-issuance or extension of any building permit for a residential unit for which such Development Agreement Fee has not previously been paid. 4.2.2 Development Agreement Processing Fee and Deposit(s). In addition to the Development Agreement Fee, OWNER has paid the CITY a one-time fee separately for processing of the Development Agreement (“Development Agreement Processing Fee”) in the amount of Five Thousand Dollars ($5,500.00) and an Administration Fee of Seven Hundred Fifty Dollars ($880.00) (“Administration Fee”). In addition, OWNER has paid CITY separately a deposit for the planning and legal costs associated with the preparation and processing of the Development Agreement. The planning and legal deposit (“Legal Expense Deposit”) shall be in the amount of Five Thousand Dollars ($5,870.00). CITY acknowledges receipt of OWNER’s prior payment of the Development Agreement Processing Fee, Administration Fee and Legal Expense Deposit. Should the planning and legal costs associated with the preparation and processing of the Development Agreement exceed OWNER’s Legal Expense Deposit, CITY reserves the right to require OWNER to pay an additional deposit prior to recordation to cover the cost of such planning and legal services. 4.3 Other Fees. In addition to the Development Agreement Fee, Development Agreement Processing Fee, Administration Fee, and Legal Expense Deposit(s), and other obligations of OWNER contained in this Agreement, OWNER shall also be responsible for payment of all Transportation Uniform Mitigation Fees (TUMF) and Multiple Species Habitat Conservation Plan Fees (MSHCP). Further, OWNER additionally shall be responsible for payment of all relevant fees for Community Facilities District (CFD), Assessment District (AD), and Landscape, Lighting and Park District No. 2 (LLPD No. 2), as applicable to the Property. 5. FINANCING OF PUBLIC IMPROVEMENTS. If deemed appropriate, CITY and OWNER will cooperate in the formation of any special assessment district, community facilities district or alternate financing mechanism to pay for the construction and/or maintenance and operation of public infrastructure facilities required as part of the Development Plan. CITY also agrees that, to the extent any such district or other financing entity is formed and sells bonds in order to finance such reimbursements, OWNER may be reimbursed to the extent that OWNER spends funds or dedicates land for the establishment of 4.3.c Packet Pg. 154 Attachment: 03 DA 18-2 Development Agreement TTM 33716 (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 202 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) 15 public facilities. Notwithstanding the foregoing, it is acknowledged and agreed by the parties that nothing contained in this Agreement shall be construed as requiring CITY or the City Council to form any such district or to issue and sell bonds. 6. REVIEW FOR COMPLIANCE. 6.1 Periodic Review. The Development Director shall review this Agreement annually, on or before the anniversary of the Effective Date, in order to ascertain the good faith compliance by OWNER with the terms of this Agreement. OWNER shall submit an Annual Monitoring Report, in a form acceptable to the Development Director, within thirty (30) days after written notice from the Development Director. The Annual Monitoring Report shall be accompanied by an annual review and administration fee sufficient to defray the estimated costs of review and administration of this Agreement during the succeeding year. The amount of the annual review and administration fee shall be set annually by resolution of the City Council. 6.2 Special Review. The City Council may order a special review of compliance with this Agreement at any time. The Development Director shall conduct such special reviews. 6.3 Procedure. (a) During either a periodic review or a special review, OWNER shall be required to demonstrate good faith compliance with the terms of this Agreement. The burden of proof on this issue shall be on OWNER. (b) Upon completion of a periodic review or a special review, the Development Director shall submit a report to the City Council setting forth the evidence concerning good faith compliance by OWNER with the terms of this Agreement and his or her recommended finding on that issue. (c) If the City Council finds on the basis of substantial evidence that OWNER has complied in good faith with the terms and conditions of this Agreement, the review shall be concluded. (d) If the City Council makes a preliminary finding that OWNER has not complied in good faith with the terms and conditions of this Agreement, the Council may modify or terminate this Agreement as provided in Section 6.4 and Section 6.5. Notice of default as provided under Section 7.4 of this Agreement shall be given to OWNER prior to or concurrent with, proceedings under Section 6.4 and Section 6.5. 6.4 Proceedings Upon Modification or Termination. If, upon a finding under Section 6.3, CITY determines to proceed with modification or termination of this Agreement, CITY shall give written notice to OWNER of its intention so to do. The notice shall be given at least ten (10) calendar days prior to the scheduled hearing and shall contain: (a) The time and place of the hearing; (b) A statement as to whether or not CITY proposes to terminate or to modify the Agreement; and 4.3.c Packet Pg. 155 Attachment: 03 DA 18-2 Development Agreement TTM 33716 (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 203 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) 16 (c) Such other information as is reasonably necessary to inform OWNER of the nature of the proceeding. 6.5 Hearing on Modification or Termination. At the time and place set for the hearing on modification or termination, OWNER shall be given an opportunity to be heard. OWNER shall be required to demonstrate good faith compliance with the terms and conditions of this Agreement. The burden of proof on this issue shall be on OWNER. If the City Council finds, based upon substantial evidence, that OWNER has not complied in good faith with the terms or conditions of the Agreement, the City Council may terminate this Agreement or modify this Agreement and impose such conditions as are reasonably necessary to protect the interests of the CITY. The decision of the City Council shall be final, subject only to judicial review pursuant to Section 1094.5 of the Code of Civil Procedure. 6.6 Certificate of Agreement Compliance. If, at the conclusion of a periodic or special review, OWNER is found to be in compliance with this Agreement, CITY shall, upon request by OWNER, issue a Certificate of Agreement Compliance (“Certificate”) to OWNER stating that after the most recent periodic or special review and based upon the information known or made known to the Development Director and City Council that (1) this Agreement remains in effect and (2) OWNER is not in default. The Certificate shall be in recordable form, shall contain information necessary to communicate constructive record notice of the finding of compliance, shall state whether the Certificate is issued after a periodic or special review and shall state the anticipated date of commencement of the next periodic review. OWNER may record the Certificate with the County Recorder. Whether or not the Certificate is relied upon by assignees or other transferees or OWNER, CITY shall not be bound by a Certificate if a default existed at the time of the periodic or special review, but was concealed from or otherwise not known to the Development Director or City Council. 6.7 Estoppel Certificates. A party may at any time deliver written notice to the other party requesting an estoppel certificate (the “Estoppel Certificate”). A party receiving a request for an Estoppel Certificate shall provide a signed certificate to the requesting party within thirty (30) days after receipt of the request. The Planning Director or any person designated by the City Manager may sign Estoppel Certificates on behalf of the CITY. Any officer or other authorized representative of OWNER may sign on behalf of OWNER. An Estoppel Certificate is intended to be relied on by assignees and Mortgagees. If one party requests an Estoppel Certificate from the other, the requesting party shall reimburse the other party for all reasonable and direct costs and fees incurred by such party with providing the Estoppel Certificate. The Estoppel Certificate shall address issues such as whether: (a) The Agreement is in full force and effect and is a binding obligation of the parties. (b) The Agreement has been amended or modified either orally or in writing and, if so amended, identifying the amendments. (c) A default in the performance of the requesting party’s obligations under the 4.3.c Packet Pg. 156 Attachment: 03 DA 18-2 Development Agreement TTM 33716 (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 204 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) 17 Agreement exists and, if a default does exist, the nature and amount of an y default. Whether or not the Estoppel Certificate is relied upon by assignees or other transferees or OWNER or CITY, the preparing party shall not be bound by an Estoppel Certificate if a default existed at the time of the issuance of the Estoppel Certificate, but was concealed from or otherwise not known to the preparing party. 7. DEFAULT AND REMEDIES. 7.1 Remedies in General. It is acknowledged by the parties that CITY would not have entered into this Agreement if it were to be liable in damages under this Agreement, or with respect to this Agreement or the application thereof. In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this Agreement, except that CITY shall not be liable in damages to OWNER, or to any successor in interest of OWNER, or to any other person, and OWNER covenants not to sue for damages or claim any damages: (a) For any breach of this Agreement or for any cause of action which arises out of this Agreement; or (b) For the taking, impairment or restriction of any right or interest conveyed or provided under or pursuant to this Agreement; or (c) Arising out of or connected with any dispute, controversy or issue regarding the application or interpretation or effect of the provisions of this Agreement. 7.2 Specific Performance. The parties acknowledge that money damages and remedies at law generally are inadequate and specific performance and other non-monetary relief are particularly appropriate remedies for the enforcement of this Agreement and should be available to all parties for the following reasons: (a) Money damages are unavailable against CITY as provided in Section 7.1 above. (b) Due to the size, nature and scope of the project, it may not be practical or possible to restore the Property to its natural condition once implementation of this Agreement has begun. After such implementation, OWNER may be foreclosed from other choices it may have had to utilize the Property or portions thereof. OWNER has invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms of this Agreement and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this Agreement, and it is not possible to determine the sum of money which would adequately compensate OWNER for such efforts. 7.3 Release. Except for nondamage remedies, including the remedy of specific performance and judicial review as provided for in Section 7.2, OWNER, for itself, its successors and assignees, hereby releases the CITY, its officers, agents and employees from any and all claims, demands, actions, or suits of any kind or nature arising out of any liability, known or 4.3.c Packet Pg. 157 Attachment: 03 DA 18-2 Development Agreement TTM 33716 (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 205 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) 18 unknown, present or future, including, but not limited to, any claim or liability, based or asserted, pursuant to Article I, Section 19 of the California Constitution, the Fifth Amendment of the United States Constitution, or any other law or ordinance which seeks to impose any other liability or damage, whatsoever, upon the CITY because it entered into this Agreement or because of the terms of this Agreement. 7.4 Termination or Modification of Agreement for Default of OWNER. Subject to the provisions contained in Subsection 7.5 herein, CITY may terminate or modify this Agreement for any failure of OWNER to perform any material duty or obligation of OWNER under this Agreement, or to comply in good faith with the terms of this Agreement (hereinafter referred to as “default”); provided, however, CITY may terminate or modify this Agreement pursuant to this Section only after providing written notice to OWNER of default setting forth the nature of the default and the actions, if any, required by OWNER to cure such default and, where the default can be cured, OWNER has failed to take such actions and cure such default within sixty (60) days after the effective date of such notice or, in the event that such default cannot be cured within such 60-day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such 60 day period and to diligently proceed to complete such actions and cure such default. 7.5 Termination of Agreement for Default of CITY. OWNER may terminate this Agreement only in the event of a default by CITY in the performance of a material term of this Agreement and only after providing written notice to CITY of default setting forth the nature of the default and the actions, if any, required by CITY to cure such default and, where the default can be cured, CITY has failed to take such actions and cure such default within sixty (60) days after the effective date of such notice or, in the event that such default cannot be cured within such 60 day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such 60 day period and to diligently proceed to complete such actions and cure such default. 8. THIRD PARTY LITIGATION. 8.1 General Plan Litigation. CITY has determined that this Agreement is consistent with its Comprehensive General Plan (“General Plan”), and that the General Plan meets all requirements of law. OWNER has reviewed the General Plan and concurs with CITY’s determination. CITY shall have no liability in damages under this Agreement for any failure of CITY to perform under this Agreement or the inability of OWNER to develop the Property as contemplated by the Development Plan as the result of a judicial determination that on the Effective Date, or at any time thereafter, the General Plan, or portions thereof, are invalid or inadequate or not in compliance with law. 8.2 Third Party Litigation Concerning Agreement. OWNER shall defend, at its expense, including attorneys’ fees, indemnify, and hold harmless CITY, its agents, officers and employees from any claim, action or proceeding against CITY, its agents, officers, or employees to attack, set aside, void, or annul the approval of this Agreement or the approval of any permit granted pursuant to this Agreement. CITY shall promptly notify OWNER of any such claim, 4.3.c Packet Pg. 158 Attachment: 03 DA 18-2 Development Agreement TTM 33716 (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 206 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) 19 action or proceeding, and CITY shall cooperate in the defense. If CITY fails to promptly notify OWNER of any such claim, action or proceeding, or if CITY fails to cooperate in the defense, OWNER shall not thereafter be responsible to defend, indemnify, or hold harmless CITY. CITY may in its discretion participate in the defense of any such claim, action or proceeding. 8.3 Indemnity. In addition to the provisions of 8.2 above, OWNER shall indemnify and hold CITY, its officers, agents, employees and independent contractors free and harmless from any liability whatsoever, based or asserted upon any act or omission of OWNER, its officers, agents, employees, subcontractors and independent contractors, for property damage, bodily injury, or death (OWNER’s employees included) or any other element of damage of any kind or nature, relating to or in any way connected with or arising from the activities contemplated hereunder, including, but not limited to, the study, design, engineering, construction, completion, failure and conveyance of the public improvements, save and except claims for damages arising through the sole active negligence or sole willful misconduct of CITY. OWNER shall defend, at its expense, including attorneys’ fees, CITY, its officers, agents, employees and independent contractors in any legal action based upon such alleged acts or omissions. CITY may in its discretion participate in the defense of any such legal action. 8.4 Environment Assurances. OWNER shall indemnify and hold CITY, its officers, agents, and employees free and harmless from any liability, based or asserted, upon any act or omission of OWNER, its officers, agents, employees, subcontractors, predecessors in interest, successors, assigns and independent contractors for any violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater conditions, and OWNER shall defend, at its expense, including attorneys’ fees, CITY, its officers, agents and employees in any action based or asserted upon any such alleged act or omission. CITY may in its discretion participate in the defense of any such action. 8.5 Reservation of Rights. With respect to Sections 8.2, 8.3 and 8.4 herein, CITY reserves the right to either (1) approve the attorney(s) which OWNER selects, hires or otherwise engages to defend CITY hereunder, which approval shall not be unreasonably withheld, or (2) conduct its own defense, provided, however, that OWNER shall reimburse CITY forthwith for any and all reasonable expenses incurred for such defense, including attorneys’ fees, upon billing and accounting therefor. 8.6 Survival. The provisions of Sections 8.1 through 8.6, inclusive, shall survive the termination of this Agreement. 9. MORTGAGEE PROTECTION. The parties hereto agree that this Agreement shall not prevent or limit OWNER, in any manner, at OWNER’s sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. CITY acknowledges that the lenders providing such financing may require certain Agreement interpretations and modifications and agrees upon request, from time to time, to meet with OWNER and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. CITY will not unreasonably 4.3.c Packet Pg. 159 Attachment: 03 DA 18-2 Development Agreement TTM 33716 (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 207 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) 20 withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this Agreement. Any Mortgagee of the Property shall be entitled to the following rights and privileges: (a) Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage on the Property made in good faith and for value, unless otherwise required by law. (b) The Mortgagee of any mortgage or deed of trust encumbering the Property, or any part thereof, which Mortgagee, has submitted a request in writing to the CITY in the manner specified herein for giving notices, shall be entitled to receive written notification from CITY of any default by OWNER in the performance of OWNER’s obligations under this Agreement. (c) If CITY timely receives a request from a mortgagee requesting a copy of any notice of default given to OWNER under the terms of this Agreement, CITY shall provide a copy of that notice to the Mortgagee within ten (10) days of sending the notice of default to OWNER. The Mortgagee shall have the right, but not the obligation, to cure the default during the remaining cure period allowed such party under this Agreement. (d) Any Mortgagee who comes into possession of the Property, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Property, or part thereof, subject to the terms of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, no Mortgagee shall have an obligation or duty under this Agreement to perform any of OWNER’s obligations or other affirmative covenants of OWNER hereunder, or to guarantee such performance; provided, however, that to the extent that any covenant to be performed by OWNER is a condition precedent to the performance of a covenant by CITY, the performance thereof shall continue to be a condition precedent to CITY’s performance hereunder, and further provided that any sale, transfer or assignment by any Mortgagee in possession shall be subject to the provisions of Section 2.4 of this Agreement. 10. MISCELLANEOUS PROVISIONS. 10.1 Recordation of Agreement. This Agreement and any amendment or cancellation thereof shall be recorded with the County Recorder by the City Clerk within the period required by Section 65868.5 of the Government Code. 10.2 Entire Agreement. This Agreement sets forth and contains the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement. 10.3 Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this Agreement. Notwithstanding the foregoing, the provision of the public benefits set forth in Section 4 of this Agreement, including the payment of the fees set forth 4.3.c Packet Pg. 160 Attachment: 03 DA 18-2 Development Agreement TTM 33716 (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 208 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) 21 therein, are essential elements of this Agreement and CITY would not have entered into this Agreement but for such provisions, and therefore in the event such provisions are determined to be invalid, void or unenforceable, this entire Agreement shall be null and void and of no force and effect whatsoever. 10.4 Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement, all parties having been represented by counsel in the negotiation and preparation hereof. 10.5 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. 10.6 Singular and Plural. As used herein, the singular of any word includes the plural. 10.7 Joint and Several Obligations. If at any time during the term of this Agreement the Property is owned, in whole or in part, by more than one OWNER, all obligations of such OWNERS under this Agreement shall be joint and several, and the default of any such OWNER shall be the default of all such OWNERS. Notwithstanding the foregoing, no OWNER of a single lot which has been finally subdivided and sold to such OWNER as a member of the general public or otherwise as an ultimate user shall have any obligation under this Agreement except as provided under Section 4 hereof. 10.8 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element. 10.9 Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party’s right to insist and demand strict compliance by the other party with the terms of this Agreement thereafter. 10.10 No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the parties and their successors and assigns. No other person shall have any right of action based upon any provision of this Agreement. 10.11 Force Majeure. Neither party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by floods, earthquakes, other Acts of God, fires, wars, riots or similar hostilities, acts of terrorism, strikes and other labor difficulties beyond the party’s control, (including the party’s employment force), government regulations, court actions (such as restraining orders or injunctions), or other causes beyond the party’s control. If any such events shall occur, the term of this Agreement and the time for performance by either party of any of its obligations hereunder may be extended by the written agreement of the parties for the period of time that such events prevented such performance, provided that the term of this Agreement shall not be extended under any circumstances for more than five (5) years. 4.3.c Packet Pg. 161 Attachment: 03 DA 18-2 Development Agreement TTM 33716 (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 209 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) 22 10.12 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited party. 10.13 Successors in Interest. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all successors in interest to the parties to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act hereunder with regard to development of the Property: (a) is for the benefit of and is a burden upon every portion of the Property; (b) runs with the Property and each portion thereof; and, (c) is binding upon each party and each successor in interest during ownership of the Property or any portion thereof. 10.14 Counterparts. This Agreement may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument. 10.15 Jurisdiction and Venue. Any action at law or in equity arising under this Agreement or brought by a party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Riverside, State of California, and the parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court. 10.16 Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between CITY and OWNER is that of a government entity regulating the development of private property and the owner of such property. 10.17 Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the request of either party at any time, the other party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement. 10.18 Eminent Domain. No provision of this Agreement shall be construed to limit or restrict the exercise by CITY of its power of eminent domain. 10.19 Agent for Service of Process. In the event OWNER is not a resident of the State of California or it is an association, partnership or joint venture without a member, partner or joint venturer resident of the State of California, or it is a foreign corporation, then in any such event, OWNER shall file with the Planning Director, upon its execution of this Agreement, a designation 4.3.c Packet Pg. 162 Attachment: 03 DA 18-2 Development Agreement TTM 33716 (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 210 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) 23 of a natural person residing in the State of California, giving his or her name, residence and business addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this Agreement, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon OWNER. If for any reason service of such process upon such agent is not feasible, then in such event OWNER may be personally served with such process out of this County and such service shall constitute valid service upon OWNER. OWNER is amenable to the process so served, submits to the jurisdiction of the Court so obtained and waives any and all objections and protests thereto. OWNER for itself, assigns and successors hereby waives the provisions of the Hague Convention (Convention on the Service Abroad of Judicial and Extra Judicial Documents in Civil or Commercial Matters, 20 U.S.T. 361, T.I.A.S. No. 6638). 10.20 Incorporation of Recitals. The recitals set forth above are incorporated herein by this reference as if fully set forth herein. 10.21 Authority to Execute. The person or persons executing this Agreement on behalf of OWNER warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation, partnership or business entity and warrants and represents that he or she/they has/have the authority to bind OWNER to the performance of its obligations hereunder. 10.22 Prior Development Agreement. The parties acknowledge and agree that this Agreement supersedes and replaces in its entirety Development Agreement No. 05-15 dated October 20, 2005 between the City and The Circle Inn Development & Management, Inc.and that the Prior Development Agreement has expired in accordance with its terms and is no longer in force or effect. At the request of OWNER made on or after the Effective Date, CITY agrees, at no cost to CITY, to execute and deliver to OWNER in recordable form any document that OWNER may submit to confirm expiration of the Prior Development Agreement and the release of the Property therefrom. IN WITNESS WHEREOF, the parties hereto have executed this Development Agreement on the last day and year set forth below. SIGNATURES ON THE FOLLOWING PAGE(S) 4.3.c Packet Pg. 163 Attachment: 03 DA 18-2 Development Agreement TTM 33716 (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 211 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) 24 SIGNATURE PAGE TO DEVELOPMENT AGREEMENT NO. 18-2 BY AND BETWEEN CITY OF SAN JACINTO AND MOUNTAIN STATES DEVELOPMENT, LLC OWNER MOUNTAIN STATES DEVELOPMENT, LLC By: Michael Wright Its: Dated: _______________ CITY CITY OF SAN JACINTO, a California municipal corporation By: _____________, Mayor Dated: _______________ ATTEST: By: Angela Walton, City Clerk APPROVED AS TO LEGAL FORM: BEST BEST & KRIEGER LLP, City Attorney 4.3.c Packet Pg. 164 Attachment: 03 DA 18-2 Development Agreement TTM 33716 (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 212 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) A-1 EXHIBIT “A” PROPERTY LEGAL DESCRIPTION Real property in the City of San Jacinto, County of Riverside, State of California, described as follows: PARCEL A: (APN: 436-490-030-7) THAT PORTION OF THE SOUTH HALF OF THE EAST HALF OF THE NORTH HALF OF THE WEST HALF OF FARM LOT 153 OF THE LANDS OF THE SAN JACINTO LAND ASSOCIATION, AS PER MAP RECORDED IN BOOK 8, PAGE 357 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, THAT LIES SOUTHWESTERLY OF THE SOUTHWESTERLY LINE OF PARCEL 4120-27C AS DESCRIBED IN THAT CERTAIN FINAL ORDER OF CONDEMNATION, SUPERIOR COURT CASE NO. RIC 390374, A COPY OF WHICH WAS RECORDED MARCH 7, 2005 AS INSTRUMENT NO. 05-179523 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL B: (APN: 436-490-027-5) THAT PORTION OF PARCEL 3 OF PARCEL MAP 9112, AS SHOWN BY MAP FILED IN BOOK 40, PAGE(S) 20 AND 21 OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, THAT LIES SOUTHERLY OF THE SOUTHERLY LINE OF PARCEL 4120-27D AS DESCRIBED IN THAT CERTAIN FINAL ORDER OF CONDEMNATION, SUPERIOR COURT CASE NO. RIC 390374, A COPY OF WHICH WAS RECORDED MARCH 7, 2005 AS INSTRUMENT NO. 05-179523 OF OFFICIAL RECORDS OF SAID RIVERSIDE COUNTY. PARCEL C: (APN: 436-490-031-8) THE NORTH 330.43 FEET OF THE SOUTH HALF OF THE WEST HALF OF FARM LOT 153 OF THE LANDS OF THE SAN JACINTO LAND ASSOCIATION, AS SHOWN BY MAP ON FILE IN BOOK 8, PAGE 357 OF MAPS, SAN DIEGO COUNTY RECORDS, THAT LIES WESTERLY OF THE WESTERLY LINE OF PARCEL 4120-27A AS DESCRIBED IN THAT CERTAIN FINAL ORDER OF CONDEMNATION, SUPERIOR COURT CASE NO. RIC 390374, A COPY OF WHICH WAS RECORDED MARCH 7, 2005 AS INSTRUMENT NO. 05·179523 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. 4.3.c Packet Pg. 165 Attachment: 03 DA 18-2 Development Agreement TTM 33716 (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 213 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) B-1 EXHIBIT “B” PROPERTY MAP TENTATIVE TRACT MAP NO. 33716 4.3.c Packet Pg. 166 Attachment: 03 DA 18-2 Development Agreement TTM 33716 (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 214 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) C-1 EXHIBIT “C” EXISTING DEVELOPMENT APPROVALS  TENTATIVE TRACT MAP NO. 33716; AND  FINAL CONDITIONS OF APPROVAL DATED ______________ 4.3.c Packet Pg. 167 Attachment: 03 DA 18-2 Development Agreement TTM 33716 (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 215 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) D-1 EXHIBIT “D” EXISTING LAND USE REGULATIONS City of San Jacinto General Plan City of San Jacinto General Plan Map City of San Jacinto Development Code City of San Jacinto Zoning Map City of San Jacinto Municipal Code 4.3.c Packet Pg. 168 Attachment: 03 DA 18-2 Development Agreement TTM 33716 (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 216 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) ! 7TH LYONCOTTONWOOD PINEMEADOW VIEWSUNNYRIDGELIPIZZANPEPPERWOODPINTOFOXGLENANDALUSIAN PALOMINO PARK MEADOWS SHELBRAN DRAGON FLY GARDEN MORGANPOLZINSUNFLOWERMUSTANGBRIAR PATCHPINE Source: Esri, DigitalGlobe, GeoEye, Earthstar Geographics,CNES/Airbus DS, USDA, USGS, AeroGRID, IGN, and the GIS UserCommunity O Tentative Tract 33716Location Map Subject Site 4.3.d Packet Pg. 169 Attachment: 04 Aerial Map (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 217 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) LYON AVESEVENTH ST Source: Esri, DigitalGlobe, GeoEye, Earthstar Geographics,CNES/Airbus DS, USDA, USGS, AEX, Getmapping, Aerogrid, IGN,IGP, swisstopo, and the GIS User Community O TR 33716 General Plan Map SUBJECT SITE LOW DENSITYRESIDENTIAL (LDR) OPENSPACERECREATIONAL(OSR) 4.3.e Packet Pg. 170 Attachment: 05 General Plan Map (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 218 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) LYON AVESEVENTH ST RL OSR Source: Esri, DigitalGlobe, GeoEye, Earthstar Geographics,CNES/Airbus DS, USDA, USGS, AEX, Getmapping, Aerogrid, IGN,IGP, swisstopo, and the GIS User Community O TR 33716 Zoning Map SUBJECT SITE 4.3.f Packet Pg. 171 Attachment: 06 Zoning Map (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 219 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) 4.3.g Packet Pg. 172 Attachment: 07 Tentative Tract Map 33716 (Development Agreement 18-2 - Mountain States Development, LLC)4.2.c Packet Pg. 220 Attachment: Planning Commission Staff Report - 01-29-19 (Development Agreement 18-2 - Mountain States Development, LLC) February 19, 2019 TO: City Council REQUESTED BY: Angela Walton, City Clerk APPROVED BY: Robert A. Johnson, City Manager SUBJECT: Amendment of Conflict of Interest Code RECOMMENDATION: It is recommended that the City Council adopt Resolution No. 3748 appr oving and adopting the amended Conflict of Interest Code pursuant to the Political Reform Act of 1974. DISCUSSION: Pursuant to the Political Reform Act (the “Act”), the City Council directed staff to: (1) conduct a review of the City’s Conflict of Interest Code (“Code”) to determine if a change in the Code was necessary; (2) revise the Code as necessary based upon such review; and (3) submit the amended Code to the City Council for adoption and approval, in accordance with Section 87303 of the Act. During the review process, staff found that updates and amendments to the City’s Conflict of Interest Code are necessary. A redlined version of the proposed amended Code is attached. BACKGROUND: The Political Reform Act of 1974, Government Code Section 81000 et seq. (the “Act”), requires all public agencies to adopt and maintain a Conflict of Interest Code. The Act further requires that agencies regularly review and update their conflict of interest codes as necessary as directed by the code-reviewing body or when change is necessitated by changed circumstances (Sections 87306 and 87306.5). The City Council is the City’s code-reviewing body. As the code- reviewing body, the City Council directed that the Code be reviewed and, if a change in the Code was necessary, that a revised Code be prepared and submitted to the City Council for adoption and approval. During this review, staff found that amendments to the Code are necessary. Attached is a legislative (redlined) version of the proposed amended Code. The proposed revisions are based on the establishment and recognition of new positions that must be designated, the revision of titles to existing positions, the deletion of positions that have been abolished, and revise the incorporation page to require electronic filing by certain officials directly with the FPPC. FISCAL IMPACT: None ATTACHMENTS: Resolution No. 3748 5.1 Packet Pg. 221 Conflict of Interest Amendment 2018 Red Lined Conflict of Interest Amendment Clean Version 5.1 Packet Pg. 222 24438.00000\31671131.1 STATE OF CALIFORNIA ) RESOLUTION NO. 3748 COUNTY OF RIVERSIDE ) ss. CITY OF SAN JACINTO ) RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JACINTO, CALIFORNIA, ADOPTING AN AMENDED CONFLICT OF INTEREST CODE PURSUANT TO THE POLITICAL REFORM ACT OF 1974 WHEREAS, the State of California enacted the Political Reform Act of 1974, Government Code Section 81000 et seq. (the “Act”), which contains provisions relating to conflicts of interest which potentially affect all officers, employees and consultants of the City of San Jacinto (“City”) and requires all public agencies to adopt and promulgate a conflict of interest code; and WHEREAS, the City Council adopted a Conflict of Interest Code (the “Code”) which was amended on October 7, 2014, in compliance with the Act; and WHEREAS, subsequent changed circumstances within the City have made it advisable and necessary pursuant to Sections 87306 and 87307 of the Act to amend and update the City’s Code; and WHEREAS, the potential penalties for violation of the provisions of the Act are substantial and may include criminal and civil liability, as well as equitable relief which could result in the City being restrained or prevented from acting in cases where the provisions of the Act may have been violated; and WHEREAS, notice of the time and place of a public meeting on, and of consideration by the City Council of, the proposed amended Code was provided each newly designated position and publicly posted for review at the offices of the City; and WHEREAS, a public meeting was held upon the proposed amended Code at a regular meeting of the City Council on February 19, 2019, at which all present were given an opportunity to be heard on the proposed amended Code. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of San Jacinto: SECTION 1. The City Council does hereby adopt the proposed amended Conflict of Interest Code, a copy of which is attached hereto. SECTION 2. The amended Conflict of Interest Code shall be on file with the City Clerk and available to the public for inspection and copying during regular business hours. 5.1.a Packet Pg. 223 Attachment: Resolution No. 3748 (Amendment of Conflict of Interest Code) 2 24438.00000\31671131.1 SECTION 3. The amended Code shall become effective upon adoption and approval of the amended Code as submitted. APPROVED AND ADOPTED this 19th day of February, 2019, by the following vote: AYES: NAYS: ABSTAIN: ABSENT: CITY OF SAN JACINTO: ________________________________ Russ Utz, Mayor ATTEST: ______________________________ Angela Walton, City Clerk APPROVED AS TO FORM: BEST BEST & KRIEGER, LLP ______________________________ Michael J. Maurer, City Attorney 5.1.a Packet Pg. 224 Attachment: Resolution No. 3748 (Amendment of Conflict of Interest Code) LAW OFFICES OF BEST BEST & KRIEGER LLP BBK – September 2014December 2018 24438.00000\31671129.2 LEGILATIVE VERSION (SHOWS CHANGES MADE) CONFLICT OF INTEREST CODE FOR THE CITY OF SAN JACINTO 5.1.b Packet Pg. 225 Attachment: Conflict of Interest Amendment 2018 Red Lined (Amendment of Conflict of Interest Code) App. A- 1- BBK – September 2014December 2018 24438.00000\31671129.2 LAW OFFICES OF BEST BEST & KRIEGER LLP CONFLICT OF INTEREST CODE FOR THE CITY OF SAN JACINTO (Adopted Amended October 7, 2014February 19, 2019) The Political Reform Act (Gov. Code § 81000, et seq.) requires state and local government agencies to adopt and promulgate conflict of interest codes. The Fair Political Practices Commission has adopted a regulation (2 Cal. Code of Regs. § 18730) that contains the terms of a standard conflict of interest code, which can be incorporated by reference in an agency’s code. After public notice and hearing, Section 18730 may be amended by the Fair Political Practices Commission to conform to amendments in the Political Reform Act. Therefore, the terms of 2 California Code of Regulations section 18730 and any amendments to it duly adopted by the Fair Political Practices Commission are hereby incorporated by reference. This incorporation page, Regulation 18730 and the attached Appendix designating positions and establishing disclosure categories, shall constitute the conflict of interest code of the City of San Jacinto (the “City”). The Mayor, Members of the City Council and Planning Commission, the City Manager, the City Attorney and the City Treasurer, shall electronically file their statements of economic interests directly with the Fair Political Practices Commission. All other officials and designated positions required to submit a statement of economic interests shall file their statements with the City Clerk as the City’s Filing Officer. The City Clerk shall make and retain a copy of all statements filed by the Mayor, Members of the City Council and Planning Commission, the City Manager, the City Attorney and the City Treasurer, and forward the originals of such statements to the Fair Political Practices Commission. The City Clerk shall retain the originals of the statements filed by all other officials and designated positions and make all retained statements available for public inspection and reproduction during regular business hours. (Gov. Code § 81008.) All officials and designated positions required to submit a statement of economic interests shall receive ethics training as required pursuant to Government Code section 53235 (AB 1234). The City’s Filing Officer shall annually provide all filers with information on training available to meet the requirements of Section 53235, and maintain required records indicating the dates that filers satisfied the training requirements and the entity that provided the training. These records shall be retained for five years after the date of training and are public records subject to disclosure under the California Public Records Act. (Gov. Code § 53235.2.) 5.1.b Packet Pg. 226 Attachment: Conflict of Interest Amendment 2018 Red Lined (Amendment of Conflict of Interest Code) App. A- 2- BBK – September 2014December 2018 24438.00000\31671129.2 LAW OFFICES OF BEST BEST & KRIEGER LLP APPENDIX CONFLICT OF INTEREST CODE OF THE CITY OF SAN JACINTO (Amended October 7, 2014February 19, 2019) PART “A” The Mayor, Members of the City Council and Planning Commission, the City Manager, the City Attorney, the City Treasurer, and all other City Officials who manage public investments as defined by 2 Cal. Code of Regs. § 18701(b), are NOT subject to the City’s Code but must file disclosure statements under Government Code section 87200 et seq. [Regs. § 18730(b)(3)] OFFICIALS WHO MANAGE PUBLIC INVESTMENTS It has been determined that the positions listed below are Other City Officials who manage public investments1. These positions are listed here for informational purposes only. Finance Director Financial Consultants 1 Individuals holding one of the above-listed positions may contact the Fair Political Practices Commission for assistance or written advice regarding their filing obligations if they believe that their position has been categorized incorrectly. The Fair Political Practices Commission makes the final determination whether a position is covered by § 87200. 5.1.b Packet Pg. 227 Attachment: Conflict of Interest Amendment 2018 Red Lined (Amendment of Conflict of Interest Code) App. A- 3- BBK – September 2014December 2018 24438.00000\31671129.2 LAW OFFICES OF BEST BEST & KRIEGER LLP DESIGNATED POSITIONS GOVERNED BY THE CONFLICT OF INTEREST CODE DESIGNATED POSITIONS’ TITLE OR FUNCTION DISCLOSURE CATEGORIES ASSIGNED Assistant City Manager 1, 2 Assistant Associate Planner 2, 3, 5 Building Inspector (ALL) 2, 5, 6 Building Official 2, 5, 6 City Attorney (Not filing under Gov Code 87200) 1, 2 City Clerk 5 City Engineer 2, 3, 5, 6 Code Enforcement Manager 2, 5, 6 Code Enforcement Officer (ALL) 2, 5, 6 Code Enforcement Supervisor 2, 5, 6 Community Development Assistant 6 Planning & Community Development Director 1, 2 Development Director 1, 2 Economic Development Manager & Special Projects Administrator 1, 2 Economic Development Specialist 1, 2 Executive Assistant to the City Manager Administrative Analyst 4 Finance Supervisor/Risk Manager 4 5.1.b Packet Pg. 228 Attachment: Conflict of Interest Amendment 2018 Red Lined (Amendment of Conflict of Interest Code) DESIGNATED POSITIONS’ TITLE OR FUNCTION DISCLOSURE CATEGORIES ASSIGNED App. A- 4- BBK – September 2014December 2018 24438.00000\31671129.2 LAW OFFICES OF BEST BEST & KRIEGER LLP General Accounting Manager 4 General Manager, DWP 2, 3, 5 GIS Graphics Technician 5 Human Resources Director 5 Human Resources Coordinator Analyst 5 Information Planner 2, 3, 5, 6 Landscape and Irrigation Leadworker 3, 5, 6 Management Analyst 1, 2 Manager, Information Services 5 Planning Director 1, 2 Planning Technician 6 Police Chief 5, 6 Police Commander 5, 6 Public Works Director 1,2 Public Works Supervisor – Parks 5 Public Works Supervisor - Streets 3, 5 Senior Facilities Inspector 5 Senior Planner 1, 2 Plans Examiner Sr.2, 3, 5, 6 Special District Administrator 1, 2 5.1.b Packet Pg. 229 Attachment: Conflict of Interest Amendment 2018 Red Lined (Amendment of Conflict of Interest Code) DESIGNATED POSITIONS’ TITLE OR FUNCTION DISCLOSURE CATEGORIES ASSIGNED App. A- 5- BBK – September 2014December 2018 24438.00000\31671129.2 LAW OFFICES OF BEST BEST & KRIEGER LLP Streets & Parks Superintendent 3, 5 Water Utilities Superintendent 3, 5 Water Utilities Supervisor 3, 5 MEMBERS OF BOARDS, COMMITTEES & COMMISSIONS Community Preservation Committee 1, 2 Oversight Board to the Successor Agency 1, 2 Successor Agency 1, 2 Consultants and New Positions2 2 Individuals providing servicesserving as a Consultant as defined in Regulation 1870118700.3(a), or in a new position created since this Code was last approved that makes or participates in making decisions shall disclose pursuant tomust file under the broadest disclosure category set forth in this Code subject to the following limitation: The City Manager may determine that, due to the range of duties or contractual obligations, it is more appropriate to assign a limited disclosure requirement. A clear explanation of the duties and a statement of the extent of the disclosure requirements must be in a written document. (Gov. Code Sec. 82019; FPPC Regulations 18219 and 18734.). The City Manager’s determination is a public record and shall be retained for public inspection in the same manner and location as this Conflict of Interest Code. (Gov. Code Sec. 81008.) 5.1.b Packet Pg. 230 Attachment: Conflict of Interest Amendment 2018 Red Lined (Amendment of Conflict of Interest Code) App. B- 1- BBK – September 2014December 2018 24438.00000\31671129.2 LAW OFFICES OF BEST BEST & KRIEGER LLP PART “B” DISCLOSURE CATEGORIES The disclosure categories listed below identify the types of economic interests that the designated position must disclose for each disclosure category to which he or she is assigned.3 Such economic interests”Investment” means financial interest in any business entity (including a consulting business or other independent contracting business) and are reportable if they are either located in,or doing business in, the jurisdiction, are planning to do business in the jurisdiction, or have done business during the previous two years in the jurisdiction of the City. Category 1: All investments and business positions in business entities, and sources of income, including gifts, loans and travel payments, from business entities that are located in, do business in, or own real property within the jurisdiction of the City. Category 2: All interests in real property which is located in whole or in part within, or not more than two (2) miles outside, the jurisdiction of the City. Category 3: All investments and business positions in business entities, and sources of income, including gifts, loans and travel payments, from business entities that are engaged in land development, construction or the acquisition or sale of real property within the jurisdiction of the City. Category 4: All investments and business positions in business entities, and sources of income, including gifts, loans and travel payments, from business entities that provide services, products, materials, machinery, vehicles or equipment of a type purchased or leased by the City. Category 5: All investments and business positions in business entities, and sources of income, including gifts, loans and travel payments, from business entities that provide services, products, materials, machinery, vehicles or equipment of a type purchased or leased by the Designated Position’s Department, Unit or Division. Category 6: All investments and business positions in business entities, and sources of income, including gifts, loans and travel payments, from business entities subject to the regulatory, permit, or licensing authority of the Designated position’s department, unit or division. 3 This Conflict of Interest Code does not require the reporting of gifts from outside this agency’s jurisdiction if the source does not have some connection with or bearing upon the functions or duties of the position. (Reg. 18730.1) 5.1.b Packet Pg. 231 Attachment: Conflict of Interest Amendment 2018 Red Lined (Amendment of Conflict of Interest Code) LAW OFFICES OF BEST BEST & KRIEGER LLP BBK – December 2018 24438.00000\31671129.3 CONFLICT OF INTEREST CODE FOR THE CITY OF SAN JACINTO 5.1.c Packet Pg. 232 Attachment: Conflict of Interest Amendment Clean Version (Amendment of Conflict of Interest Code) App. A- 1- BBK – December 2018 24438.00000\31671129.3 LAW OFFICES OF BEST BEST & KRIEGER LLP CONFLICT OF INTEREST CODE FOR THE CITY OF SAN JACINTO (Amended February 19, 2019) The Political Reform Act (Gov. Code § 81000, et seq.) requires state and local government agencies to adopt and promulgate conflict of interest codes. The Fair Political Practices Commission has adopted a regulation (2 Cal. Code of Regs. § 18730) that contains the terms of a standard conflict of interest code, which can be incorporated by reference in an agency’s code. After public notice and hearing, Section 18730 may be amended by the Fair Political Practices Commission to conform to amendments in the Political Reform Act. Therefore, the terms of 2 California Code of Regulations section 18730 and any amendments to it duly adopted by the Fair Political Practices Commission are hereby incorporated by reference. This incorporation page, Regulation 18730 and the attached Appendix designating positions and establishing disclosure categories, shall constitute the conf lict of interest code of the City of San Jacinto (the “City”). The Mayor, Members of the City Council and Planning Commission, the City Manager, the City Attorney and the City Treasurer, shall electronically file their statements of economic interests directly with the Fair Political Practices Commission. All other officials and designated positions required to submit a statement of economic interests shall file their statements with the City Clerk as the City’s Filing Officer. The City Clerk shall make all retained statements available for public inspection and reproduction during regular business hours. (Gov. Code § 81008.) All officials and designated positions required to submit a statement of economic interests shall receive ethics training as required pursuant to Government Code section 53235 (AB 1234). The City’s Filing Officer shall annually provide all filers with information on training available to meet the requirements of Section 53235, and maintain required records indicating the dates that filers satisfied the training requirements and the entity that provided the training. These records shall be retained for five years after the date of training and are public records subject to disclosure under the California Public Records Act. (Gov. Code § 53235.2.) 5.1.c Packet Pg. 233 Attachment: Conflict of Interest Amendment Clean Version (Amendment of Conflict of Interest Code) App. A- 2- BBK – December 2018 24438.00000\31671129.3 LAW OFFICES OF BEST BEST & KRIEGER LLP APPENDIX CONFLICT OF INTEREST CODE OF THE CITY OF SAN JACINTO (Amended February 19, 2019) PART “A” The Mayor, Members of the City Council and Planning Commission, the City Manager, the City Attorney, the City Treasurer, and all other City Officials who manage public investments as defined by 2 Cal. Code of Regs. § 18701(b), are NOT subject to the City’s Code but must file disclosure statements under Government Code section 87200 et seq. [Regs. § 18730(b)(3)] OFFICIALS WHO MANAGE PUBLIC INVESTMENTS It has been determined that the positions listed below are Other City Officials who manage public investments1. These positions are listed here for informational purposes only. Finance Director Financial Consultants 1 Individuals holding one of the above-listed positions may contact the Fair Political Practices Commission for assistance or written advice regarding their filing obligations if they believe that their position has been categorized incorrectly. The Fair Political Practices Commission makes the final determination whether a position is covered by § 87200. 5.1.c Packet Pg. 234 Attachment: Conflict of Interest Amendment Clean Version (Amendment of Conflict of Interest Code) App. A- 3- BBK – December 2018 24438.00000\31671129.3 LAW OFFICES OF BEST BEST & KRIEGER LLP DESIGNATED POSITIONS GOVERNED BY THE CONFLICT OF INTEREST CODE DESIGNATED POSITIONS’ TITLE OR FUNCTION DISCLOSURE CATEGORIES ASSIGNED Administrative Analyst 4 Associate Planner 2, 3, 5 Building Inspector (ALL) 2, 5, 6 City Attorney (Not filing under Gov Code 87200) 1, 2 City Clerk 5 City Engineer 2, 3, 5, 6 Code Enforcement Manager 2, 5, 6 Code Enforcement Officer (ALL) 2, 5, 6 Code Enforcement Supervisor 2, 5, 6 Community Development Assistant 6 Economic Development & Special Projects Administrator 1, 2 General Accounting Manager 4 General Manager, DWP 2, 3, 5 GIS Graphics Technician 5 Human Resources Analyst 5 Human Resources Director 5 Landscape and Irrigation Leadworker 3, 5, 6 Management Analyst 1, 2 5.1.c Packet Pg. 235 Attachment: Conflict of Interest Amendment Clean Version (Amendment of Conflict of Interest Code) DESIGNATED POSITIONS’ TITLE OR FUNCTION DISCLOSURE CATEGORIES ASSIGNED App. A- 4- BBK – December 2018 24438.00000\31671129.3 LAW OFFICES OF BEST BEST & KRIEGER LLP Manager, Information Services 5 Planning & Community Development Director 1, 2 Planning Director 1, 2 Planning Technician 6 Plans Examiner Sr. 2, 3, 5, 6 Police Chief 5, 6 Police Commander 5, 6 Public Works Director 1,2 Public Works Supervisor – Parks 5 Public Works Supervisor - Streets 3, 5 Senior Planner 1, 2 Special District Administrator 1, 2 Streets & Parks Superintendent 3, 5 Water Utilities Superintendent 3, 5 Water Utilities Supervisor 3, 5 5.1.c Packet Pg. 236 Attachment: Conflict of Interest Amendment Clean Version (Amendment of Conflict of Interest Code) DESIGNATED POSITIONS’ TITLE OR FUNCTION DISCLOSURE CATEGORIES ASSIGNED App. A- 5- BBK – December 2018 24438.00000\31671129.3 LAW OFFICES OF BEST BEST & KRIEGER LLP MEMBERS OF BOARDS, COMMITTEES & COMMISSIONS Community Preservation Committee 1, 2 Oversight Board to the Successor Agency 1, 2 Successor Agency 1, 2 Consultants and New Positions2 2 Individuals serving as a Consultant as defined in Regulation 18700.3(a), or in a new position created since this Code was last approved that makes or participates in making decisions must file under the broadest disclosure set forth in this Code subject to the following limitation: The City Manager may determine that, due to the range of duties or contractual obligations, it is more appropriate to assign a limited disclosure requirement. A clear explanation of the duties and a statement of the extent of the disclosure requirements must be in a written document. (Gov. Code Sec. 82019; FPPC Regulations 18219 and 18734.). The City Manager’s determination is a public record and shall be retained for public inspection in the same manner and location as this Conflict of Interest Code. (Gov. Code Sec. 81008.) 5.1.c Packet Pg. 237 Attachment: Conflict of Interest Amendment Clean Version (Amendment of Conflict of Interest Code) App. B- 1- BBK – December 2018 24438.00000\31671129.3 LAW OFFICES OF BEST BEST & KRIEGER LLP PART “B” DISCLOSURE CATEGORIES The disclosure categories listed below identify the types of economic interests that the designated position must disclose for each disclosure category to which he or she is assigned.3 ”Investment” means financial interest in any business entity (including a consulting business or other independent contracting business) and are reportable if they are either located in, doing business in, planning to do business in, or have done business during the previous two years in the jurisdiction of the City. Category 1: All investments and business positions in business entities, and sources of income, including gifts, loans and travel payments, that are located in, do business in, or own real property within the jurisdiction of the City. Category 2: All interests in real property which is located in whole or in part within, or not more than two (2) miles outside, the jurisdiction of the City. Category 3: All investments and business positions in business entities, and sources of income, including gifts, loans and travel payments, that are engaged in land development, construction or the acquisition or sal e of real property within the jurisdiction of the City. Category 4: All investments and business positions in business entities, and sources of income, including gifts, loans and travel payments, that provide services, products, materials, machinery, vehicles or equipment of a type purchased or leased by the City. Category 5: All investments and business positions in business entities, and sources of income, including gifts, loans and travel payments, that provide services, products, materials, machinery, vehicles or equipment of a type purchased or leased by the Designated Position’s Department, Unit or Division. Category 6: All investments and business positions in business entities, and sources of income, including gifts, loans and travel payments, subject to the regulatory, permit, or licensing authority of the Designated position’s department, unit or division. 3 This Conflict of Interest Code does not require the reporting of gifts from outside this agency’s jurisdiction if the source does not have some connection with or bearing upon the functions or duties of the position. (Reg. 18730.1) 5.1.c Packet Pg. 238 Attachment: Conflict of Interest Amendment Clean Version (Amendment of Conflict of Interest Code) February 19, 2019 TO: City Council REQUESTED BY: Tom Prill, Finance Director APPROVED BY: Robert A. Johnson, City Manager SUBJECT: Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, 2018 RECOMMENDATION: Staff recommends that the City Council receive and file the Annual Financial Report of the City of San Jacinto for the fiscal year ended June 30, 2018, as well as the “SAS 114” Report and the “GAS” Report. BACKGROUND: An audit of financial transactions and internal controls is both legally required and mandated under bond covenants. Audit activities were conducted by the firm Rogers, Anderson, Malody & Scott, LLP (RAMS) at various times in July and October 2018. Finance staff received a draft of the report in January 2019, and performed a review of the report and completed the Management Discussion and Analysis (MD&A) in February 2019. DISCUSSION: RAMS has rendered an unqualified opinion that the general purpose financial statements, present fairly, in all material respects, the financial position of the City of San Jacinto at June 30, 2018, and the changes in financial position for the year then ended in conformity with accounting principles generally accepted in the United States of America. RAMS is also required by professional standards to provide certain information regarding the audit process and their responsibilities under generally accepted auditing standards and Government Auditing Standards. The attached “SAS 114” report communicates this information. RAMS is also required by professional standards to provide a report on internal control over financial reporting and on compliance and other matters based on an audit of financial statements performed in accordance with Government Auditing Standards. Accordingly, the “GAS” report is also presented. Once received and filed, a copy of the Annual Financial Report will be available for download on the City’s website. FISCAL IMPACT: This action has no fiscal impact. 5.2 Packet Pg. 239 ATTACHMENTS: 2018 City of San Jacinto FS - Final 2018 City of San Jacinto SAS 114 Letter - final 2018 City of San Jacinto GAS - final 5.2 Packet Pg. 240 CITY OF SAN JACINTO, CALIFORNIA ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED JUNE 30, 2018 5.2.a Packet Pg. 241 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, This page left intentionally blank 5.2.a Packet Pg. 242 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, City of San Jacinto Annual Financial Report For the Year Ended June 30, 2018 Table of Contents PAGE Independent Auditor's Report 1 Management's Discussion and Analysis 3 Basic Financial Statements Government-Wide Financial Statements Statement of Net Position 12 Statement of Activities 13 Fund Financial Statements Governmental Funds Balance Sheet 15 Reconciliation of the Balance Sheet of Governmental Funds to the Statement of Net Position 17 Statement of Revenues, Expenditures and Changes in Fund Balances 18 Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities 20 Proprietary Funds Statement of Net Position 21 Statement of Revenues, Expenses and Changes in Net Position 23 Statement of Cash Flows 25 Fiduciary Funds Statement of Fiduciary Net Position 29 Statement of Changes in Fiduciary Net Position 30 Notes to the Basic Financial Statements 31 Required Supplementary Information Budgetary Comparison Schedule General Fund 69 Community Facilities District 2003 Fund Successor Housing Authority LLPD #2 Fund Schedule of the City’s Proportionate Share of the Plan’s Net Pension Liability and Related Ratios as of the Measurement Date - Last 10 Years Schedule of Plan Contributions - Last 10 Years 70 71 72 73 74 Non-Major Governmental Funds Combining Balance Sheet - Non-major funds Combining Statement of Revenues, Expenditures, and Changes in Fund Balances - Non-major funds 75 82 5.2.a Packet Pg. 243 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, This page left intentionally blank 5.2.a Packet Pg. 244 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, 7 35 E. Carnegie Dr. Sui t e I 00 San Bernardino, C A 92408 909 889 08 7 I T 909 889 53 61 F ramscpa. net PARTNERS Brenda L. Odle, CPA, MST T erry P. Shea, CPA Kirk A Fr anks, CPA Scott W. Manno, CPA, CGMA Leena Shanbhag, CPA, MS T, CGMA Bradfe r d A We lebir, CPA, MBA, CGMA Jay H. Zercher, CPA (Partner Emeritus) Ph illi p H. Wall er, CPA (Partner Emeritus) MANAGIERS I ST AH Jenny Liu , CPA. MS T Seong-Hyea Lee, CPA. MBA Charles De Simoni, C PA Gardenya Duran, CPA Brianna Schultz, CPA Samuel Singery, CPA Jing Wu, CPA Eve lyn Morentin-Barcena, CPA Jin Gu, CPA, MT Veronica Hernandez, CPA MEMBERS American In stitute of Certified Public Accountants PCPS The A/CPA Alliance for CPA Firms Governmental Audit Quality Center Employee Benert Plan Audit Quality Center California Society of Certified Public Accountants ROGERS. ANDERSON, MALODY & SCOTT , LLP CERTIFIED PUBLIC ACCO U N T ANTS, SI NCE 1948 INDEPENDENT AUDITOR'S REPORT The Honorable Mayor and Members of City Council The City of San Jacinto, California Report on the Financial Statements We have audited the accompanying financial statements of the governmental activities, the business-type activities, each major fund , and the aggregate remaining fund information of City of San Jacinto, California (City), as of and for the year ended June 30, 2018, and the related notes to the financial statements , which collectively comprise the City's basic financial statements as listed in the table of contents . Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America ; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States . Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements . The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion . An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements . We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions . -1- STABILITY. ACCURACY. TRUST. 5.2.a Packet Pg. 245 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -2- Opinions In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the City, as of June 30, 2018, and the respective changes in financial position, and, where applicable, cash flows thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America. Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that the management’s discussion and analysis, budgetary comparison information, the schedule of proportionate share of net pension liability and related ratios as of the measurement date, and the schedule of plan contributions, as listed in the table of contents, be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Other Information Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the City’s basic financial statements. The combining and individual nonmajor fund financial statements are presented for purposes of additional analysis and are not a required part of the basic financial statements. The combining and individual nonmajor fund financial statements are the responsibility of management and were derived from and relate directly to the underlying accounting and other records used to prepare the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the combining and individual nonmajor fund financial statements are fairly stated in all material respects in relation to the basic financial statements as a whole. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated January 31, 2019 on our consideration of the City’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City’s internal control over financial reporting and compliance. San Bernardino, California January 31, 2019 5.2.a Packet Pg. 246 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, CITY OF SAN JACINTO MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED JUNE 30, 2018 -3- As management of the City of San Jacinto, we offer readers of the City of San Jacinto’s financial statements this narrative overview and analysis of the financial activities of the City for the fiscal year ending June 30, 2018. We encourage readers to consider the information presented here in conjunction with the City’s financial statements, which follow this discussion. FINANCIAL HIGHLIGHTS  Total assets and deferred outflows of resources of the City exceeded its liabilities and deferred inflows of resources at the close of the most recent fiscal year by $152,372,814 (net position). Of this amount, $13,980,380 represents unrestricted net position, which may be used to meet the government’s ongoing obligations to citizens and creditors.  The City’s total net position increased by $511,598 from the prior fiscal year mainly due to increased program revenues.  At the close of the current fiscal year, the City’s governmental funds reported combined fund balances of $36,142,623, an increase of $2,834,949 in comparison with the prior year. Approximately 15.6 percent of this amount ($5,640,767) is available for spending at the government’s discretion (unassigned fund balance).  At the end of the current fiscal year, unrestricted fund balance (the total of the unassigned components of fund balance) for the General Fund was $8,864,836, or approximately 49.6 percent of total general fund expenditures. OVERVIEW OF THE FINANCIAL STATEMENTS This annual report consists of four parts – Management’s Discussion and Analysis (this portion), the basic financial statements, Required Supplementary Information, and optional combining statements for non-major governmental funds. The basic financial statements include two kinds of statements that present different views of the City.  The government-wide financial statements provide both long-term and short-term information about the City’s overall financial status, in a manner similar to private sector business.  Fund financial statements focus on individual parts of the City, reporting the City’s operations in more detail than the government-wide financial statements.  Governmental fund statements tell how general government services, such as community development, were financed in the short-term as well as what remains for future spending.  Proprietary fund statements offer short-term and long-term financial information about the activities the City operates like businesses, such as utility services.  Fiduciary fund statements provide information about financial relationships in which the City acts solely as a trustee or agent for the benefit of others, to whom the resources belong. DetailSummary Required Supplementary Information Notes to the Government-wide Fund Financial Components of the Financial Section Statements Financial Statements Statements Financial Financial Analysis Basic Statements Management's Discussion and 5.2.a Packet Pg. 247 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, CITY OF SAN JACINTO MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED JUNE 30, 2018 -4- The financial statements also include notes that explain some of the information in the financial statements and provide more detailed data. The statements are followed by a comparison of actual results with the original and final amended budget for the general fund and each major special revenue fund with an annually adopted budget. In addition to these required elements, we have included combining statements that provide details about our non- major governmental funds, which are presented in total in a column in the basic financial statements. Government-wide Financial Statements The government-wide statements report information about the City as a whole using accounting methods similar to those used by private-sector companies. The statement of net position includes all of the City’s assets and liabilities. All current year revenues and expenses are reported in the statement of activities regardless of when cash is received or paid. The two government-wide statements report the City’s net position and how they have changed during the fiscal year. Over time, increases or decreases in net position may serve as a useful indicator of whether the financial health of the City is improving or deteriorating. The government-wide financial statements of the City are divided as follows:  Governmental activities – All of the City’s basic services are included here, such as police, fire, engineering, streets, parks and recreation, history preservation, community development, redevelopment and general government. Taxes and state and federal grants finance most of these activities.  Business-type activities – The City’s utility services provided are funded by customer fees. Fund Financial Statements A fund is a group of related accounts that is used to maintain control over resources that have been segregated for specific activities or objectives. Fund financial statements provide more detailed information about the City’s largest funds, not the City as a whole. The City has three types of funds:  Governmental funds – All of the City’s basic services are included in governmental funds, which focus on (1) short-term inflows and outflows of spendable resources, and (2) the remaining year-end balances available for spending. Because this information does not encompass the additional long-term focus of the government-wide statements, reconciliations that explain the relationship (or differences) between governmental funds and governmental activities follow each of the governmental funds statements.  Proprietary funds – Services for which customer fees are intended to finance the costs of operations are generally reported in proprietary funds. Proprietary funds financial statements, like the government-wide statements, provide both long-term and short-term financial information.  Enterprise funds are used to report the same functions presented as business-type activities in the government-wide financial statements.  Internal service funds report activities that provide services for the City’s other programs and activities, such as the City’s self-insurance arrangements.  Fiduciary funds – The City is the trustee for certain assessment and community facilities district funds. It is also responsible for other trust account assets, which because of trust agreements, can be used only for the trust beneficiaries. The City is responsible for ensuring that the assets reported in these funds are used for their intended purposes. All of the City’s fiduciary activities are reported in a separate statement of fiduciary net position. We exclude these activities from the City’s government-wide financial statements because the City cannot use these assets to finance its operations. 5.2.a Packet Pg. 248 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, CITY OF SAN JACINTO MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED JUNE 30, 2018 -5- FINANCIAL ANALYSIS OF THE GOVERNMENT-WIDE STATEMENTS The government-wide financial statements provide long-term and short-term information about the City’s overall financial condition. This analysis addresses the financial statements of the City as a whole. City of San Jacinto Government-wide Financial Statements - Summary of Net Position As of June 30, 2018 and 2017 (in thousands) 2018 2017 2018 2017 2018 2017 Cash and investments 38,160$ 35,904$ 2,844$ 3,457$ 41,004$ 39,361$ 4.2% Current and other assets 8,336 8,693 2,271 882 10,607 9,575 10.8% Capital assets, net 106,151 108,709 13,690 14,004 119,841 122,713 -2.3% Total assets 152,647 153,306 18,805 18,343 171,452 171,649 -0.1% Deferred outflows of resources 1,593 1,601 728 741 2,321 2,342 -0.9% Long-term liabilities 7,473 6,327 6,984 6,742 14,457 13,069 10.6% Other liabilities 4,811 7,194 1,890 1,553 6,701 8,747 -23.4% Total liabilities 12,285 13,521 8,874 8,295 21,159 21,816 -3.0% Net position: Deferred Inflows of Resources 170 220 73 94 242 314 -22.8% Net investment in capital assets 105,066 107,626 8,887 8,562 113,954 116,188 -1.9% Restricted 24,439 21,918 - - 24,439 21,918 11.5% Unrestricted 12,281 11,622 1,700 2,133 13,980 13,755 1.6% Total net position 141,786$ 141,166$ 10,587$ 10,695$ 152,373$ 151,861$ 0.3% Governmental Activities Business-type Activities Total Primary Government Total Percent Change Net position represents the difference between the City’s resources and its obligations. At June 30, 2018, the largest portion of the City’s total net position, approximately 74.8 percent, reflects the investment in capital assets less related debt outstanding used to acquire the capital assets. These capital assets are used by the City to provide services to the citizens. Additional capital asset information can be found in the Capital Asset and Debt Administration sections of the MD&A. Restricted net position represents amounts that must be used in accordance with external restrictions. The unrestricted balance of net position may be used at the City’s discretion. The net position of our business-type activities decreased by 1.0 percent to $10,587,120, and the City generally can only use this net position to finance the continuing operations of the business-type activities. 5.2.a Packet Pg. 249 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, CITY OF SAN JACINTO MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED JUNE 30, 2018 -6- City of San Jacinto Government-wide Financial Statements - Changes in Net Position For the fiscal year ended June 30, 2018 and 2017 (in thousands) Total Percent 2018 2017 2018 2017 2018 2017 Change Revenues Program revenues: Charges for services 7,854$ 5,481$ 7,125$ 4,740$ 14,979$ 10,221$ 46.6% Operating grants and contributions 6,470 5,471 - - 6,470 5,471 18.3% Capital grants and contributions 6,162 4,938 - - 6,162 4,938 24.8% General revenues: Property taxes 2,781 2,562 - - 2,781 2,562 8.5% Transient occupancy taxes 44 37 - - 44 37 18.9% Franchise taxes 1,930 1,833 - - 1,930 1,833 5.3% Sales taxes 2,907 2,804 - - 2,907 2,804 3.7% Motor vehicle in lieu taxes 3,358 3,126 - - 3,358 3,126 7.4% Other taxes 210 197 - - 210 197 6.5% Other 566 1,067 32 47 598 1,114 -46.3% Total revenues 32,282 27,516 7,157 4,787 39,439 32,303 22.1% Expenses Governmental activities: General government 2,465 2,721 - - 2,465 2,721 -9.4% Public safety 14,190 13,136 - - 14,190 13,136 8.0% Public w orks 7,673 8,328 - - 7,673 8,328 -7.9% Community development 6,247 6,012 - - 6,247 6,012 3.9% Culture and leisure 774 765 - - 774 765 1.1% Interest on long-term debt 313 141 - - 313 141 122.3% Business-type activities: Water - - 4,568 4,559 4,568 4,559 0.2% Solid waste - - - - - - 0.0% Sewer - - 974 884 974 884 10.2% Non-major - - 1,722 127 1,722 127 1255.9% Total expenses 31,663 31,103 7,264 5,570 38,927 36,673 6.1% Increase (decrease) in net position 619$ (3,587)$ (107)$ (783)$ 512$ (4,370)$ -111.7% Governmental Business-type Total Primary Activities Activities Government 5.2.a Packet Pg. 250 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, CITY OF SAN JACINTO MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED JUNE 30, 2018 -7- Revenue The City’s total revenue, excluding transfers, was $39,438,829 for the year ended June 30, 2018. Revenue from governmental activities, excluding transfers, totaled $32,283,255 and revenue from business-type activities totaled $7,155,574, excluding transfers. During 2018, capital grants and contributions, restricted to the construction of capital assets, comprised 16 percent of the total revenue of the City, taxes and other general revenues provided 30 percent of the total revenue of the City, and charges for services and operating grants and contributions provided 54 percent of the total revenue of the City. Most of the revenues remained stable from 2017 to 2018, with minor increases due to an increase in development and overall activity. Expenses The City’s expenses totaled $38,927,231 for the year. Governmental activity expenses totaled $31,663,072, or 81 percent of total expenses. Business-type activities incurred $7,264,159 of expenses during the year, or 19 percent of total expenses. Increases in almost all expenditure categories relate to an increase in overall activity. Governmental Activities The following table shows the cost of each of the City’s major programs and the net cost of the programs. Net cost is the total cost less fees and other direct revenue generated by the activities, and reflects the financial burden that was placed on the City’s taxpayers by each of the programs. City of San Jacinto Government-wide Financial Statements - Net Cost of Governmental Activities For the fiscal year ended June 30, 2018 and 2017 (in thousands) Percent Percent 2018 2017 Change 2018 2017 Change General government 2,465$ 2,721$ -9.4% 144$ 62$ 131.9% Public safety 14,190 13,136 8.0% 9,523 9,287 2.5% Public works 7,673 8,328 -7.9% 3,660 5,570 -34.3% Community development 6,248 6,012 3.9% (3,238) (612) 429.0% Culture and leisure 774 766 1.0% 774 765 1.1% Total 31,350$ 30,963$ 1.2% 10,863$ 15,072$ -27.9% Total Cost of Services Net Cost of Services The cost for all governmental activities this year was $31,349,660, not including interest expense of $313,412. The City’s taxpayers paid for approximately 37.6 percent of these costs. Fees, grants and contributions funded the balance of the costs of governmental activities. 5.2.a Packet Pg. 251 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, CITY OF SAN JACINTO MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED JUNE 30, 2018 -8- Business-type Activities Charges for services of the City’s business-type activities totaled $7,124,997. Expenses of business-type activities were $7,264,159. Capital grants and contributions were not received in the water, solid waste, sewer, and power activities to finance capital improvements. The costs of capital improvements are reported as capital assets in the statement of net position, rather than as expenses in the statement of activities. FINANCIAL ANALYSIS OF THE FUND STATEMENTS The City uses fund accounting to assure and demonstrate compliance with finance-related legal requirements. The fund financial statements focus on individual parts of the City’s government, reporting the City’s operations in more detail than the government-wide financial statements. The City’s governmental funds provide information on near-term inflows, outflows and balances of spendable resources. The City’s governmental funds reported combined fund balances at June 30, 2018 of $36,142,623, an increase of $2,834,949 from the previous fiscal year. Within the change of combined fund balances, the General Fund increased by $334,079, related to an increase in development and overall activity. City of San Jacinto Fund Financial Statements - Fund Balances As of June 30, 2018 and 2017 (in thousands) Percent 2018 2017 Change Nonspendable: Prepaids $ 73 $ 81 ‐9.9% Advances receivable 40 - ‐            Total nonspendable fund balances 113 81 ‐9.9% Restricted: Land held for resale 340 340 0.0% Advances receivable 10,911 6,633 64.5% Special revenue funds 17,516 16,970 3.2% Total restricted fund balances 28,767 23,943 20.1% Assigned: Capital projects funds 1,622 1,614 0.5% Total assigned fund balances 1,622 1,614 0.5% Unassigned: General fund 8,865 11,287 ‐21.5% Special revenue funds (3,224) (3,617)‐10.9% Total unassigned fund balances 5,641 7,6 70 ‐26.5% Total fund balance $ 36,143 $ 33,308 8.5% 5.2.a Packet Pg. 252 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, CITY OF SAN JACINTO MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED JUNE 30, 2018 -9- General Fund Budgetary Highlights Over the course of the year, the City revised the City budget with adjustments for revenue and expenditure appropriations approved after the original budget was adopted. Certain capital project appropriations originally budgeted but not expended in fiscal year 2017 were re-appropriated in 2018 as part of the City’s capital budget. After taking into account these adjustments, actual expenditures were $201,405 over the final budget amounts, attributable to excess expenditures in general government and community development, due to increased overall activity. Resources available for appropriation were $588,005 more than the final budgeted amount, primarily due to increases in almost all revenue categories from overall activity. CAPITAL ASSET AND DEBT ADMINISTRATION Capital Assets As of June 30, 2018, the City had invested $119,840,569 in a broad range of capital assets, including police and fire equipment, buildings, parks and park improvements, roads, bridges, and water, solid waste and sewer utility systems. City of San Jacinto Capital Assets As of June 30, 2018 and 2017 (net of depreciation, in thousands) 2018 2017 2018 2017 2018 2017 Capital assets not being depreciated: Land and improvements 4,890$ 3,312$ 55$ 55$ 4,945$ 3,367$ Construction in progress 6,047 7,155 423 3,651 6,470 10,806 Depreciable capital assets, net of accumulated depreciation: Buildings and system 4,675 4,849 3,839 3,975 8,514 8,824 Machinery and equipment 609 370 4,045 548 4,654 918 Improvements other than buildings 2,158 2,202 5,328 5,775 7,486 7,977 Infrastructure 87,772 90,821 - - 87,772 90,821 Total 106,151$ 108,709$ 13,690$ 14,004$ 119,841$ 122,713$ Governmental Business-type Activities Activities Total 5.2.a Packet Pg. 253 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, CITY OF SAN JACINTO MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED JUNE 30, 2018 -10- This year’s major capital asset additions included: Government-wide, governmental activities:  Acquisition of three parcels of land from the Successor Agency at a value of $1,578,240.  Three road improvement projects completed at a final cost of $2,038,709 Government-wide, business-type activities:  Two solar field projects completed at a total cost of $3,573,796. More detailed information about the City’s capital assets is presented in Note 3 to the financial statements. Long-term Debt At June 30, 2018, the City had $14,457,228 in long-term debt outstanding. More detailed information about the City’s total long-term liabilities is presented in Note 6 to the financial statements. City of San Jacinto Outstanding Debt As of June 30, 2018 and 2017 (in thousands) 2018 2017 2018 2017 2018 2017 Revenue and other bonds, net 879$ 1,123$ -$ -$ 879$ 1,123$ Special assessment debt with government commitment, including unpaid interest 1,084 1,084 - - 1,084 1,084 Loans payable - - 4,803 5,442 4,803 5,442 Capital leases - - - - - - Net pension liability 4,943 4,421 2,118 1,895 7,061 6,316 Claims and judgments 317 265 - - 317 265 Compensated absences 250 182 63 56 313 238 Total 7,473$ 7,075$ 6,984$ 7,393$ 14,457$ 14,468$ Governmental Business-type Activities Activities Total 5.2.a Packet Pg. 254 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, CITY OF SAN JACINTO MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED JUNE 30, 2018 -11- ECONOMIC FACTORS AND NEXT YEAR’S BUDGET A few years after “the Great Recession,” the City has seen some very positive signs. Residential development and home sales have increased dramatically to its best numbers in a decade. Commercial development has returned as well, with several projects scheduled to open in FY 2018-2019. The City's ordinances on marijuana cultivation hope to add much needed revenues, which in turn will fund additional public safety staffing. Meanwhile, however, public safety costs continue to increase at a faster rate than revenues. The City continues to focus on potential commercial growth, bringing the businesses necessary for the residents of the City. The General Fund budget for 2018-2019 appropriates $23,542,521 in operating and capital expenditures, an increase of 3.7 percent from the prior year, primarily due to public safety costs. City utility rates for water were last increased by 5% in July 2009, and sewer rates were increased 3% in July 2011. In March 2014, the City's solid waste enterprise was taken over by the franchised operator. In April 2018, the City started operations as a Community Choice Aggregator (CCA), providing its citizens and businesses with an alternative to the major electric utility for electricity generation, with a greater focus on renewable energy sources at a discounted rate. CONTACTING THE CITY’S FINANCIAL MANAGEMENT This financial report is designed to provide our citizens, taxpayers, customers, investors and creditors with a general overview of the City’s finances, and to demonstrate the City’s accountability for the money it receives. If you have questions about this report or need additional financial information, contact the City of San Jacinto Department of Finance, Accounting Division, PO Box 488, San Jacinto, California 92581, or visit the City’s web page at www.sanjacinto.gov. 5.2.a Packet Pg. 255 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, This page left intentionally blank 5.2.a Packet Pg. 256 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, Basic Financial Statements 5.2.a Packet Pg. 257 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, This page left intentionally blank 5.2.a Packet Pg. 258 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, Government-Wide Financial Statements 5.2.a Packet Pg. 259 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, This page left intentionally blank 5.2.a Packet Pg. 260 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, The accompanying notes are an integral part of these financial statements. -12- City of San Jacinto Statement of Net Position June 30, 2018 Governmental Business-Type Activities Activities Total ASSETS Cash and investments 38,160,101$ 2,844,095$ 41,004,196$ Receivables, net: Accounts 461,531 2,116,049 2,577,580 Interest 332,287 - 332,287 Taxes 1,266,442 - 1,266,442 Cash and investments with fiscal agents, restricted - 125,787 125,787 Notes receivable 3,450,741 - 3,450,741 Due from other governments 1,364,697 76,681 1,441,378 Deposits with others 892,932 - 892,932 Prepaids 107,803 3,365 111,168 Internal balances 119,875 (119,875) - Inventories - 69,239 69,239 Land held for resale 339,807 - 339,807 Capital assets: Land and construction in progress 10,937,029 477,911 11,414,940 Other capital assets, net of depreciation 95,213,720 13,211,909 108,425,629 Total assets 152,646,965 18,805,161 171,452,126 DEFERRED OUTFLOWS OF RESOURCES Loss on retirement of bonds - 45,619 45,619 Pension related 1,592,993 682,711 2,275,704 Total deferred outflows of resources 1,592,993 728,330 2,321,323 LIABILITIES Accounts payable and accrued liabilities 4,179,966 1,415,940 5,595,906 Accrued wages 176,715 55,914 232,629 Accrued interest payable 10,891 58,982 69,873 Due to other governments 185,533 - 185,533 Retention payable 63,061 - 63,061 Unearned revenues 195,306 - 195,306 Deposits payable - 358,767 358,767 Noncurrent liabilities: Due within one year 795,377 658,033 1,453,410 Due in more than one year 6,677,782 6,326,036 13,003,818 Total liabilities 12,284,631 8,873,672 21,158,303 DEFERRED INFLOWS OF RESOURCES Pension related 169,633 72,699 242,332 NET POSITION Net investment in capital assets 105,066,490 8,887,440 113,953,930 Restricted for: Public safety 1,167,553 - 1,167,553 Public works 15,499,955 - 15,499,955 Community development 7,697,702 - 7,697,702 Culture and leisure 73,294 - 73,294 Unrestricted 12,280,700 1,699,680 13,980,380 Total net position 141,785,694$ 10,587,120$ 152,372,814$ Primary Government 5.2.a Packet Pg. 261 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, The accompanying notes are an integral part of these financial statements. -13- City of San Jacinto Statement of Activities For the Year Ended June 30, 2018 Operating Capital Charges for Contributions Contributions Functions/Programs Expenses Services and Grants and Grants Primary government Governmental activities: General government 2,464,996$ -$ 2,318,070$ 3,120$ Public safety 14,190,427 4,211,883 456,001 - Public works 7,673,096 216,736 2,206,279 1,589,584 Community development 6,247,498 3,425,736 1,489,922 4,569,264 Culture and leisure 773,643 - - - Interest on long-term debt 313,412 - - - Total governmental activities 31,663,072 7,854,355 6,470,272 6,161,968 Business-type activities: Water 4,568,004 4,151,650 - - Sewer 974,111 1,086,199 - - Non-major 1,722,044 1,887,148 - - Total business-type activities 7,264,159 7,124,997 - - Total 38,927,231$ 14,979,352$ 6,470,272$ 6,161,968$ General revenues: Taxes: Property tax, levied for general purpose Transient occupancy taxes Franchise tax Sales tax Motor vehicle in lieu tax Other taxes Unrestricted investment earnings Other Transfers Total general revenues Change in net position Net position, beginning of year Net position, end of year Program Revenues 5.2.a Packet Pg. 262 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -14- Continued Governmental Business-Type Activities Activities Total (143,806)$ -$ (143,806)$ (9,522,543) - (9,522,543) (3,660,497) - (3,660,497) 3,237,424 - 3,237,424 (773,643) - (773,643) (313,412) - (313,412) (11,176,477) - (11,176,477) - (416,354) (416,354) - 112,088 112,088 - 165,104 165,104 - (139,162) (139,162) (11,176,477) (139,162) (11,315,639) 2,781,005 - 2,781,005 44,308 - 44,308 1,929,659 - 1,929,659 2,906,803 - 2,906,803 3,357,786 - 3,357,786 209,838 - 209,838 37,205 30,577 67,782 530,056 - 530,056 (1,318) 1,318 - 11,795,342 31,895 11,827,237 618,865 (107,267) 511,598 141,166,829 10,694,387 151,861,216 141,785,694$ 10,587,120$ 152,372,814$ Net Revenue (Expense) and Change in Net Position Primary Government 5.2.a Packet Pg. 263 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, This page left intentionally blank 5.2.a Packet Pg. 264 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, Fund Financial Statements 5.2.a Packet Pg. 265 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, The accompanying notes are an integral part of these financial statements. -15- City of San Jacinto Governmental Funds Balance Sheet June 30, 2018 Capital Projects Special Revenue City Community Capital Facilities General Projects District 2003 ASSETS Cash and investments 9,370,888$ 9,813,655$ -$ Receivables, net: Accounts 328,303 - - Interest 142,679 - - Taxes and assessments 60,099 - 33,145 Notes - - - Prepaids 72,859 - - Deposits 160,000 - - Due from other governments 554,645 5,593 - Due from other funds 1,015,701 - - Advances receivable 5,767,648 - - Land held for resale - - - Total assets 17,472,822$ 9,819,248$ 33,145$ LIABILITIES Accounts payable 2,566,528$ 341,353$ 999,983$ Accrued payroll 159,079 - - Retention payable - 63,061 - Due to other funds - - - Due to other governments - 41,405 - Unearned revenue 41,872 - - Advances payable - 9,373,429 1,537,761 Total liabilities 2,767,479 9,819,248 2,537,744 DEFERRED INFLOWS OF RESOURCES Unavailable revenue - - - FUND BALANCES Nonspendable 72,859 - - Restricted 5,767,648 - - Assigned - - - Unassigned 8,864,836 - (2,504,599) Total fund balances (deficit) 14,705,343 - (2,504,599) Total liabilities, deferred inflows of resources and fund balances 17,472,822$ 9,819,248$ 33,145$ 5.2.a Packet Pg. 266 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -16- Continued Successor Total Non-Major Total Housing Governmental Governmental Authority LLPD #2 Funds Funds 145,791$ 7,132,696$ 11,583,913$ 38,046,943$ - - 86,026 414,329 189,608 - - 332,287 - 61,660 1,111,538 1,266,442 3,450,741 - - 3,450,741 - - - 72,859 - - - 160,000 - - 804,459 1,364,697 - - - 1,015,701 - - 5,143,542 10,911,190 339,807 - - 339,807 4,125,947$ 7,194,356$ 18,729,478$ 57,374,996$ -$ 99,071$ 87,487$ 4,094,422$ - - 12,564 171,643 - - - 63,061 - 3,215 843,983 847,198 - - 144,128 185,533 - - 153,434 195,306 - - - 10,911,190 - 102,286 1,241,596 16,468,353 3,640,349 - 1,123,671 4,764,020 - - 39,988 112,847 485,598 7,092,070 15,421,312 28,766,628 - - 1,622,381 1,622,381 - ‐                      (719,470) 5,640,767 485,598 7,092,070 16,364,211 36,142,623 4,125,947$ 7,194,356$ 18,729,478$ 57,374,996$ Special Revenue 5.2.a Packet Pg. 267 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, This page left intentionally blank 5.2.a Packet Pg. 268 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, The accompanying notes are an integral part of these financial statements. -17- City of San Jacinto Reconciliation of the Balance Sheet of Governmental Funds to the Statement of Net Position June 30, 2018 Fund balance of governmental funds 36,142,623$ Amounts reported for governmental activities in the Statement of Net Position are different because: Net investment in capital assets have not been included as financial resources in governmental funds. Capital assets not being depreciated 10,937,029 Capital assets being depreciated 204,417,856 Accumulated depreciation (109,204,136) Long-term liabilities applicable to governmental activities are not due and payable in the current period and, accordingly, are not reported as governmental fund liabilities. All liabilities (both current and long-term) are reported in the Statement of Net Position. Compensated absences (249,855) Special assessment debt and unmatured interest (1,084,259) Pension obligation bonds (878,726) Accrued interest payable (10,891) Net pension liability (4,942,883) Unearned revenue balances relating to certain accounts and loans receivable are not reported as unearned revenue in the Statement of Net Position since recognition is not based upon measurable and available criteria. Low and moderate housing loans receivable 3,490,153 Accrued interest on low and moderate housing loans 189,608 Special assessments receivable 1,084,259 Pension related deferred outflows and inflows of resources in governmental activities are not financial resources and, therefore, are not reported in the governmental funds. Deferred outflows of resources - pension related items 1,592,993 Deferred inflows of resources - pension related items (169,633) Internal Service Funds are used by management to charge costs of certain activities on individual funds. The assets and liabilities of the Internal Service Funds must be added to the Statement of Net Position since revenue recognition is not based upon measurable and available criteria. Fund Net Position of Internal Service Funds 471,556 Net position of governmental activities 141,785,694$ 5.2.a Packet Pg. 269 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, The accompanying notes are an integral part of these financial statements. -18- City of San Jacinto Governmental Funds Statement of Revenues, Expenditures and Changes in Fund Balances For the Year Ended June 30, 2018 Capital Projects Special Revenue City Community Capital Facilities General Projects District 2003 REVENUES Taxes 7,459,521$ -$ -$ Assessments - - 2,319,755 Licenses and permits 1,603,917 - - Fines and forfeitures 235,457 - - Development fees 246,706 - - Intergovernmental 4,430,225 - - Charges for services 1,027,735 - - Investment earnings (12,526) - - Other 3,688,575 - - Total revenues 18,679,610 - 2,319,755 EXPENDITURES Current: General government 2,301,608 - 26,358 Public safety 11,294,468 - 2,544,588 Public works 974,515 - - Community development 2,788,510 - - Culture and leisure 107,767 - - Debt service: Principal 243,044 - - Interest 51,579 - 31,549 Capital outlay 102,462 1,677,744 - Total expenditures 17,863,953 1,677,744 2,602,495 Excess (deficiency) of revenues over (under) expenditures 815,657 (1,677,744) (282,740) OTHER FINANCING SOURCES (USES) Proceeds from the sale of property 3,500 - - Transfers in 357,837 1,677,744 192,474 Transfers out (842,915) - - Total other financing sources (uses) (481,578) 1,677,744 192,474 Net change in fund balances 334,079 - (90,266) Fund balances (deficit), beginning of year 14,371,264 - (2,414,333) Fund balances (deficit), end of year 14,705,343$ -$ (2,504,599)$ 5.2.a Packet Pg. 270 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -19- Continued Successor Total Non-Major Total Housing Governmental Governmental Authority LLPD #2 Funds Funds -$ -$ 282,322$ 7,741,843$ - 3,139,552 1,480,452 6,939,759 - - - 1,603,917 - - 503,741 739,198 - 8,534 968,471 1,223,711 40,213 - 3,544,381 8,014,819 - - - 1,027,735 33,186 69,454 157,929 248,043 - 15,354 354,540 4,058,469 73,399 3,232,894 7,291,836 31,597,494 1,594 - 5,657 2,335,217 - - 175,297 14,014,353 - - 1,730,699 2,705,214 - 3,417,585 360,147 6,566,242 - - 660,402 768,169 - - - 243,044 - - - 83,128 - - 241,956 2,022,162 1,594 3,417,585 3,174,158 28,737,529 71,805 (184,691) 4,117,678 2,859,965 - - - 3,500 - - 192,492 2,420,547 - - (1,606,148) (2,449,063) - - (1,413,656) (25,016) 71,805 (184,691) 2,704,022 2,834,949 413,793 7,276,761 13,660,189 33,307,674 485,598$ 7,092,070$ 16,364,211$ 36,142,623$ Special Revenue 5.2.a Packet Pg. 271 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, This page left intentionally blank 5.2.a Packet Pg. 272 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, The accompanying notes are an integral part of these financial statements. -20- City of San Jacinto Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities For the Year Ended June 30, 2018 Net change in fund balances - total governmental funds 2,834,949$ Amounts reported for governmental activities in the Statement of Activities are different because: Governmental funds report capital outlays as expenditures. However, in the Statement of Activities, the cost of those assets are allocated over their estimated useful lives as depreciation expense or allocated to the appropriate functional expense when the cost is below the capitalization threshold. Additionally, capital contributions are reported as program revenues in the Statement of Activities. This activity is reconciled as follows: Cost of assets capitalized less disposals 3,036,713 Depreciation expense (5,595,847) Revenues in the Statement of Activities that do not provide current financial resources are not reported as revenues in the fund. 682,643 Long-term debt proceeds provide current financial resources to Governmental Funds, but issuing debt increases long-term liabilities in the Government-Wide Statement of Net Position. Principal repayments of long-term debt are expenditures/uses in the Governmental Funds, but they reduce long-term liabilities in the Government-Wide Statement of Net Position. Repayments: 2014 pension obligation bonds 243,044 Some expenses reported in the Statement of Activities do not require the use of current financial resources, and therefore, are not reported as expenditures in the governmental funds. Change in compensated absences (67,720) Change in accrued interest payable 2,969 Pension expense net of adjustments (479,664) Internal Service Funds are used by management to charge the cost of insurance to individual funds. The net revenue of the Internal Service Funds are reported with governmental activities. (38,222) Change in net position of governmental activities 618,865$ 5.2.a Packet Pg. 273 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, The accompanying notes are an integral part of these financial statements. -21- City of San Jacinto Statement of Net Position Proprietary Funds June 30, 2018 Water Sewer ASSETS Current assets: Cash and investments 203,838$ 2,640,257$ Receivables, net: Accounts 641,890 257,784 Deposits with others - - Inventories 69,239 - Prepaid expenses 3,185 180 Due from other governments 76,681 - Total current assets 994,833 2,898,221 Non-current assets: Cash and investments with fiscal agents, restricted 125,787 - Capital assets: Land 55,222 - Construction in progress 211,281 211,408 Building and system 6,747,489 31,301 Machinery and equipment 6,115,324 670,113 Improvements other than buildings 5,811,166 3,493,116 Less accumulated depreciation (7,659,829) (2,011,335) Total non-current assets 11,406,440 2,394,603 Total assets 12,401,273 5,292,824 DEFERRED OUTFLOWS OF RESOURCES Loss on retirement of bonds 45,619 - Pension related 455,141 227,570 Total deferred outflows of resources 500,760 227,570 LIABILITIES Current liabilities: Accounts payable 169,750 180,997 Accrued wages 31,704 22,199 Accrued interest 58,982 - Deposits payable 358,767 - Due to other funds - - Long term debt, current portion 658,033 - Total current liabilities 1,277,236 203,196 Non-current liabilities: Claims payable - - Long term debt, net of current portion 5,594,787 726,870 Total non-current liabilities 5,594,787 726,870 Total liabilities 6,872,023 930,066 DEFERRED INFLOWS OF RESOURCES Pension related 48,466 24,233 NET POSITION Net investment in capital assets 6,478,273 2,394,603 Unrestricted (496,729) 2,171,492 Total net position 5,981,544$ 4,566,095$ Business-type Activities Enterprise Funds 5.2.a Packet Pg. 274 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -22- Continued Governmental Activities - Internal Non-Major Total Service Fund -$ 2,844,095$ 113,158$ 1,216,375 2,116,049 47,202 - - 732,932 - 69,239 - - 3,365 34,944 - 76,681 - 1,216,375 5,109,429 928,236 - 125,787 - - 55,222 - - 422,689 - - 6,778,790 - 14,564 6,800,001 - - 9,304,282 - - (9,671,164) - 14,564 13,815,607 - 1,230,939 18,925,036 928,236 - 45,619 - - 682,711 - - 728,330 - 1,065,193 1,415,940 85,544 2,011 55,914 5,072 - 58,982 - - 358,767 - 119,875 119,875 48,628 - 658,033 - 1,187,079 2,667,511 139,244 - - 317,436 4,379 6,326,036 - 4,379 6,326,036 317,436 1,191,458 8,993,547 456,680 - 72,699 - 14,564 8,887,440 - 24,917 1,699,680 471,556 39,481$ 10,587,120$ 471,556$ Business-type Activities Enterprise Funds 5.2.a Packet Pg. 275 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, The accompanying notes are an integral part of these financial statements. -23- City of San Jacinto Statement of Revenues, Expenses and Changes in Net Position Proprietary Funds For the Year Ended June 30, 2018 Water Sewer OPERATING REVENUES Sales and charges for services 3,981,850$ 922,528$ Miscellaneous 169,800 163,671 Total operating revenues 4,151,650 1,086,199 OPERATING EXPENSES Personnel services 519,237 287,261 Employee benefits 472,155 222,222 Office expense & field supplies 189,886 22,921 Depreciation 612,588 146,500 Outside services 323,983 81,956 Repairs and maintenance 230,437 32,480 Utilities 289,267 2,638 Franchise - - Overhead allocations 544,604 178,133 Watermaster charges 1,210,009 - Energy Purchases - - Claims and judgements - - Total operating expenses 4,392,166 974,111 Operating income (loss) (240,516) 112,088 NON-OPERATING REVENUES (EXPENSES) Investment earnings 3,866 26,711 Interest and fiscal charges (175,838) - Total non-operating revenues (expenses) (171,972) 26,711 Other income before transfers (412,488) 138,799 Transfers in - - Transfers out - - Change in net position (412,488) 138,799 Net position (deficit), beginning of year 6,394,032 4,427,296 Net position, end of year 5,981,544$ 4,566,095$ Enterprise Funds Business-type Activities 5.2.a Packet Pg. 276 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -24- Continued Governmental Activities - Internal Non-Major Total Service Fund 1,887,146$ 6,791,524$ 691,349$ 2 333,473 48,331 1,887,148 7,124,997 739,680 38,052 844,550 103,767 15,702 710,079 28,855 32,982 245,789 7,997 - 759,088 - 382,664 788,603 439,462 2,961 265,878 218,104 - 291,905 1,065 108 108 - 4,274 727,011 - - 1,210,009 - 1,245,301 1,245,301 - - - 5,850 1,722,044 7,088,321 805,100 165,104 36,676 (65,420) - 30,577 - - (175,838) - - (145,261) - 165,104 (108,585) (65,420) 1,318 1,318 77,198 - - (50,000) 166,422 (107,267) (38,222) (126,941) 10,694,387 509,778 39,481$ 10,587,120$ 471,556$ Business-type Activities Enterprise Funds 5.2.a Packet Pg. 277 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, The accompanying notes are an integral part of these financial statements. -25- City of San Jacinto Statement of Cash Flows Proprietary Funds For the Year Ended June 30, 2018 Water Sewer CASH FLOWS FROM OPERATING ACTIVITIES Cash received from customers 4,116,170$ 1,074,643$ Cash payments to suppliers (2,856,489) (318,192) Cash payments to employees for services (860,200) (432,410) Net cash provided by operating activities 399,481 324,041 CASH FLOWS FROM NONCAPITAL FINANCING ACTIVITIES Transfers from other funds - - Due (to) from other funds - - Net cash provided by (used for) non-capital financing activities - - CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES Acquisition or construction of capital assets (257,346) (172,600) Bond principal paid (640,510) - Interest and fiscal charges paid (172,393) - Net cash used for capital and related financing activities (1,070,249) (172,600) CASH FLOWS FROM INVESTING ACTIVITIES Interest income received 3,866 26,711 Due from others - 1,280 Net cash provided by investing activities 3,866 27,991 Net change in cash and cash equivalents (666,902) 179,432 Cash and cash equivalents, beginning of year 996,527 2,460,825 Cash and cash equivalents, end of year 329,625$ 2,640,257$ Reconciliation of cash and cash equivalents to amounts reported on the statement of net position: Reported on the statement of net position: Cash and investments 203,838$ 2,640,257$ Cash and investments with fiscal agents, restricted 125,787 - Totals 329,625$ 2,640,257$ Business-type Activities - Enterprise Funds 5.2.a Packet Pg. 278 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -26- Continued Governmental Activities - Internal Non-Major Total Service Fund 687,143$ 5,877,956$ 723,831$ (610,022) (3,784,703) (555,623) (50,527) (1,343,137) (132,503) 26,594 750,116 35,705 1,318 1,318 27,198 (13,348) (13,348) 15,801 (12,030) (12,030) 42,999 (14,564) (444,510) - - (640,510) - - (172,393) - (14,564) (1,257,413) - - 30,577 - - 1,280 - - 31,857 - - (487,470) 78,704 - 3,457,352 34,454 -$ 2,969,882$ 113,158$ -$ 2,844,095$ 113,158$ - 125,787 - -$ 2,969,882$ 113,158$ Business-type Activities - Enterprise Funds 5.2.a Packet Pg. 279 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, The accompanying notes are an integral part of these financial statements. -27- City of San Jacinto Statement of Cash Flows Proprietary Funds For the Year Ended June 30, 2018 Water Sewer Reconciliation of operating income (loss) to net cash provided by (used for) operating activities: Operating income (loss): (240,516)$ 112,088$ Adjustments to reconcile operating income (loss) to net cash provided by (used for) operating activities: Depreciation 612,588 146,500 Change in compensated absences (2,711) 5,518 (Increase) decrease in assets: Accounts receivable 32,406 (11,556) Inventories 7,001 - Prepaid expenses 1,816 4,868 Deposits with others - - Due from other governments (76,681) - Deferred outflows of resources 2,458 1,230 Increase (decrease) in liabilities: Accounts payable (77,119) (4,932) Accrued wages (3,141) 3,031 Deposits payable 8,794 - Claims payable - - Deferred inflows of resources (14,453) (7,225) Net pension liability 149,039 74,519 Total adjustments 639,997 211,953 Net cash provided by operating activities 399,481$ 324,041$ Business-type Activities - Enterprise Funds 5.2.a Packet Pg. 280 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -28- Continued Governmental Activities - Internal Non-Major Total Service Fund 165,104$ 36,676$ (65,420)$ - 759,088 - 4,379 7,186 - (1,209,737) (1,188,887) (15,849) - 7,001 - - 6,684 (33,433) - 27,875 - (76,681) - 3,688 - 1,066,848 984,797 70,011 - (110) 119 - 8,794 - - - 52,402 - (21,678) - - 223,558 - (138,510) 713,440 101,125 26,594$ 750,116$ 35,705$ Enterprise Funds Business-type Activities - 5.2.a Packet Pg. 281 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, This page left intentionally blank 5.2.a Packet Pg. 282 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, Fiduciary Funds 5.2.a Packet Pg. 283 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, The accompanying notes are an integral part of these financial statements. -29- City of San Jacinto Statement of Fiduciary Net Position Fiduciary Funds June 30, 2018 Private Purpose Trust Fund Agency ASSETS Cash and investments 744,068$ 6,134,426$ Cash and investments with fiscal agents 51 1,780,055 Receivables: Accounts - 134,984 Due from other governments 275,451 17,860 Property held for resale 53,672 - Capital assets: Land 220,227 - Building and system 103,636 - Less accumulated depreciation (37,309) - Total assets 1,359,796 8,067,325$ DEFERRED OUTFLOW OF RESOURCES Loss on refunding 11,462 LIABILITIES Accounts payable and accrued liabilities 132,871 380,363$ Deposits payable - 4,766,890 Due to others 21,020 - Due to bond holders - 2,920,072 Unearned revenue 89,918 - Long-term liabilities: Due within one year 275,000 - Due in more than one year 6,505,000 - Total liabilities 7,023,809 8,067,325$ NET POSITION Net position (deficit) held for dissolution of Redevelopment Agency (5,652,551)$ 5.2.a Packet Pg. 284 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, The accompanying notes are an integral part of these financial statements. -30- City of San Jacinto Statement of Changes in Fiduciary Net Position Fiduciary Funds For the Year Ended to June 30, 2018 Private Purpose Trust Fund ADDITIONS Property taxes 733,133$ Investment earnings 5,432 Total additions 738,565 DEDUCTIONS Administrative payments 96,746 Contributions to other governments 1,579,812 Interest expense 311,624 Total deductions 1,988,182 Change in net position (1,249,617) Net position (deficit), beginning of year (4,402,934) Net position (deficit), end of year (5,652,551)$ 5.2.a Packet Pg. 285 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, This page left intentionally blank 5.2.a Packet Pg. 286 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, Notes to the Basic Financial Statements 5.2.a Packet Pg. 287 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -31- City of San Jacinto Notes to the Basic Financial Statements June 30, 2018 I. SIGNIFICANT ACCOUNTING POLICIES Note 1: Summary of significant accounting policies a. Reporting entity The City of San Jacinto (City) was incorporated on April 20, 1888 under the laws of the State of California and enjoys all the rights and privileges applicable to a general law city. It is governed by an elected five-member board. As required by generally accepted accounting principles, these financial statements present the City of San Jacinto (the primary government) and its component units. The component units discussed below are included in the reporting entity because of their operational or financial relationships with the City of San Jacinto. Blended component units San Jacinto Financing Authority The Authority is a joint exercise of powers authority organized and existing under and by virtue of the Joint Exercise of Powers Act. The City formed the Authority by the execution of a joint exercise of powers agreement dated as of May 25, 1993, and amended and restated in its entirety on May 19, 1997 by and between the City and the former Redevelopment Agency. Pursuant to the Joint Powers Act, the Authority is authorized to issue revenue bonds to provide funds to make loans to public entities; such revenue bonds are to be repaid from the repayments of such loans. The Authority is governed by a five-member Board which consists of all members of the City Council. The Mayor of the City is the Chairperson of the Authority. The City Manager acts as the Executive Director, the City Clerk acts as the Secretary and the Finance Director of the City acts as the Treasurer of the Authority. Debts issued through the San Jacinto Financing Authority are expected to be repaid with City resources. Accordingly, separate financial statements for the Financing Authority are not prepared. Industrial Development Authority The Industrial Development Authority of the City of San Jacinto was activated by the City Council of the City of San Jacinto. The purpose of the Industrial Development Authority is to assist the community in industry development by providing a financing mechanism to encourage such development in the City. Separate financial statements for the Industrial Development Authority are not currently prepared. As the governing bodies of the San Jacinto Financing Authority and Industrial Development Authority are composed entirely of the council members of the City, the above component units were included within the scope of the reporting entity of the City. 5.2.a Packet Pg. 288 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -32- City of San Jacinto Notes to the Basic Financial Statements June 30, 2018 Note 1: Summary of significant accounting policies (continued) b. Government-wide and fund financial statements The government-wide financial statements include a statement of net position and a statement of activities. These statements present summaries of governmental and business-type activities for the City accompanied by a total column. Fiduciary activities of the City are not included in these statements. Certain eliminations have been made as prescribed by generally accepted accounting principles in regard to interfund activities, payables, and receivables. All internal balances in the statement of net position have been eliminated except those representing balances between the governmental activities and the business-type activities, which are presented as internal balances and eliminated in the total primary government column. Governmental activities, which normally are supported by taxes and intergovernmental revenues, are reported separately from business- type activities, which rely to a significant extent on user fees and charges for support. The statement of activities demonstrates the degree to which the direct and indirect expenses of a given function or segment are offset by program revenues. Direct expenses are those that are clearly identifiable with a specific function or segment. Program revenues include 1) charges to customers or applicants who purchase, use, or directly benefit from goods, services, or privileges provided by a given function or segment and 2) grants and contributions, including special assessments, that are restricted to meeting the operational or capital requirements of a particular function or segment. Taxes and other items not properly included among program revenue are reported instead as general revenues. In the statement of activities, Internal Service Fund transactions have been eliminated; however, those transactions between the governmental and business-type activities have not been eliminated. Separate financial statements are provided for governmental, proprietary, and fiduciary funds, even though the latter are excluded from the government-wide financial statements. Major individual governmental funds and major individual enterprise funds are reported as separate columns in the fund financial statements. c. Measurement focus, basis of accounting, and financial statement presentation The government-wide statements are reported using the economic resources measurement focus and the accrual basis of accounting, as are the proprietary fund and fiduciary fund financial statements. Revenues are recorded when earned and expenses are recorded when a liability is incurred, regardless of the timing of the cash flows. Accordingly, all of the City's assets, deferred outflows of resources, liabilities, and deferred inflows of resources, including capital assets, as well as infrastructure assets, and long-term liabilities, are included in the accompanying statement of net position. The statement of activities presents changes in net position. Under the accrual basis of accounting, revenues are recognized in the period in which they are earned while expenses are recognized in the period in which the liability is incurred. The types of transactions reported as program revenues for the City are reported in three categories: 1) charges for services, 2) operating grants and contributions, and 3) capital grants and contributions. 5.2.a Packet Pg. 289 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -33- City of San Jacinto Notes to the Basic Financial Statements June 30, 2018 Note 1: Summary of significant accounting policies (continued) c. Measurement focus, basis of accounting, and financial statement presentation (continued) Governmental fund financial statements are reported using the current financial resources measurement focus and the modified-accrual basis of accounting. Under the modified-accrual basis of accounting, revenues are recognized in these funds when susceptible to accrual (i.e. when they are both measurable and available). "Measurable" means the amount of the transaction can be determined and "available" means collectible within the current period or soon enough thereafter to be used to pay liabilities of the current period. For this purpose, the City considers property taxes collected after year-end, as available if they are collected within 60 days of the end of the current fiscal period. Other revenues susceptible to accrual include sales tax, state gasoline taxes, utility user’s tax, investment income, and certain other intergovernmental revenues. Expenditures in the governmental funds are generally recognized in the accounting period in which the related fund liability is incurred, if measurable, except for unmatured principal and interest on general long-term debt, as well as compensated absences and claims and judgments, which are recognized when due. The City reports the following major governmental funds: The General Fund is the government's primary operating fund. It accounts for all financial resources of the general government, except those required to be accounted for in another fund. The City Capital Projects Fund is used to account for construction from various sources. The Community Facilities District 2003 Fund is used to account for the funding of increased public safety services in the District. The Successor Housing Authority Fund is used to account for the City's housing-related activities. The fund was established as the Housing Successor of the former Agency’s Low and Moderate Housing fund which was eliminated as of February 1, 2012. The LLPD #2 Special Revenue Fund is used to account for special assessment tax revenue activity in the City’s Districts, restricted for maintenance and service to District facilities. The City reports the following major proprietary funds: The Water Fund is used to account for the provision of water services to the residences and businesses of part of the City. The Sewer Fund is used to account for the revenues and expenses in connection with the operation and improvement of the City's sewer system. 5.2.a Packet Pg. 290 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -34- City of San Jacinto Notes to the Basic Financial Statements June 30, 2018 Note 1: Summary of significant accounting policies (continued) c. Measurement focus, basis of accounting, and financial statement presentation (continued) Additionally, the City reports the following fund types: The Internal Service Funds are used to account for the resources, goods, and services that are provided by one department to other departments or agencies of the City on a cost-reimbursement basis. The City’s Internal Service Fund accounts for Workers Compensation and General Liability Insurance services. The Private Purpose Trust Fund is used to account for the activities of the Successor Agency to the Redevelopment Agency to the City of San Jacinto. The fund's primary purpose is to expedite the dissolution of the former Agency's net position (except for the low and moderate income housing funds non-cash assets) in accordance with AB X1 26 and AB 1484. The Agency Funds are used to account for the resources held by the City in a fiduciary capacity. The financial statements of the City have been prepared in conformity with accounting principles generally accepted in the United States of America as applied to governmental agencies. The Governmental Accounting Standards Board (GASB) is the accepted standard-setting body for establishing governmental accounting and financial reporting principles, and the City has adopted all pronouncements of the GASB. As a general rule, the effect of interfund activity has been eliminated from the government-wide financial statements. Amounts reported as program revenues include 1) charges to customers or applicants for goods, services, or privileges provided, 2) operating grants and contributions, and 3) capital grants and contributions, including special assessments. Internally dedicated resources are reported as general revenues rather than as program revenues. Likewise, general revenues include all taxes. Proprietary funds distinguish operating revenues and expenses from nonoperating items. Operating revenues and expenses generally result from providing services and producing and delivering goods in connection with a proprietary fund's principal ongoing operations. The principal operating revenues for the Enterprise Funds are charges for goods and services. Operating expenses for these same Enterprise Funds include the cost of sales and services, administration expenses, and depreciation on capital assets. All revenues and expenses not meeting this definition are reported as nonoperating revenues and expenses. The City's fiduciary funds include Agency Funds, which are custodial in nature (assets equal liabilities) and do not involve measurement of results of operations. 5.2.a Packet Pg. 291 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -35- City of San Jacinto Notes to the Basic Financial Statements June 30, 2018 Note 1: Summary of significant accounting policies (continued) d. Accounting for encumbrances Encumbrance accounting, under which purchase orders, contracts, and other commitments for the expenditure of monies are recorded in order to reserve that portion of the applicable appropriation, is employed in the governmental fund types. e. Cash and investments For the purpose of the statement of cash flows, the City considers cash and cash equivalents as short term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. The City follows the practice of pooling cash and investments of all funds. Since cash and investments are pooled the City utilizes the assumption that cash and investments in the Enterprise and Internal Service Funds are cash and cash equivalents. f. Restricted cash and investments Cash and investments restricted as to their use either by bond resolution or by the funding source to a specific purpose are classified as restricted cash and investments. g. Inventories Inventories of materials and supplies are valued at cost using the first-in, first-out basis. The City uses the consumption method of accounting for inventories. h. Property held for resale The Successor Agency has property held for resale with a net realizable value of $53,672. i. Judgments and claims The City utilizes its internal service funds to account for judgments and claims. Self-insurance claims payable of $219,078 and $98,358, respectively, are recorded in the Workers’ Compensation and Liability Insurance funds. 5.2.a Packet Pg. 292 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -36- City of San Jacinto Notes to the Basic Financial Statements June 30, 2018 Note 1: Summary of significant accounting policies (continued) j. Compensated absences In accordance with current standards, a liability is recorded for unused vacation and similar compensatory leave balances since the employees' entitlement to these balances are attributable to services already rendered and it is probable that virtually all of these balances will be liquidated by either paid time off or payments upon termination or retirement and are generally liquidated by the General Fund. Under current standards, a liability is recorded for unused sick leave balances only to the extent that it is probable that the unused balances will result in payments upon termination. Other amounts of unused sick leave are excluded from the liability since their payment is contingent solely upon the occurrence of a future event (illness) which is outside the control of the City and the employee. In governmental funds, compensated absences (unpaid vacation and sick leave) are recorded as expenditures in the year they are paid. The balance of unpaid vacation and vested sick leave at year end is recorded in the government-wide financial statements as these amounts will be liquidated from future resources. Sick leave is payable when an employee is unable to work because of illness. Employees may accrue sick leave up to a maximum of 960 hours. There is a sick leave buyback program. An employee with 2 years of service may sell up to 96 hours of sick leave at the end of the calendar year. After 5 years of service, employees who voluntarily leave or are laid off may cash out sick leave upon separation from service. k. Interfund advances The City Capital Projects Fund accounts for the City capital projects expenditures. It is the City’s policy and practice to transfer cash (advance funds), even if not yet received, to the City Capital Projects Fund at the time of project commitment. Advances payable from the City Capital Projects Fund and receivable to the advancing fund, are recorded to reflect the outstanding amounts advanced at June 30, 2018. When funds are expended at the City’s Capital Projects Fund a transfer is recorded between the two funds and the advance is respectively relieved. l. Use of restricted resources When both restricted and unrestricted resources are available for use, it is the City’s policy to use restricted resources first, and then unrestricted resources as they are needed. 5.2.a Packet Pg. 293 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -37- City of San Jacinto Notes to the Basic Financial Statements June 30, 2018 Note 1: Summary of significant accounting policies (continued) m. Use of estimates in the preparation of financial statements The financial statements have been prepared in accordance with generally accepted accounting principles and necessarily include amounts based on estimates and assumptions by management. Actual results could differ from those amounts. n. Capital assets Capital assets, which include property, plant and equipment, and infrastructure assets (e.g., roads, bridges, sidewalks, and similar items), are reported in the applicable governmental or business- type activities columns in the government-wide financial statements. Capital assets (excluding infrastructure) are defined by the City as assets with an initial, individual cost of more than $5,000 and an estimated useful life in excess of two years. Infrastructure assets are defined by the City as assets with an initial, individual cost of more than $50,000 and an estimated useful life in excess of two years. Such assets are capitalized at historical cost or estimated historical cost if purchased or constructed. Donated capital assets are recorded at acquisition value at the date of acquisition. Property, plant and equipment of the City is depreciated using the straight-line method over the following useful lives: Buildings 40 years Improvements 40 years Equipment 2 to 7 years Infrastructure 20 to 80 years o. Property tax calendar In 1978, a state constitutional amendment (Proposition 13) provided that the property tax rate be generally limited to 1% of market value, levied only by the county and shared with all other jurisdictions. The County of Riverside collects property taxes for the City. Tax liens attach annually as of 12:01 A.M. on the first day in March preceding the fiscal year for which the taxes are levied. The tax levy covers the fiscal period July 1st to June 30th. All secured personal property taxes and one-half of the taxes on real property are due November 1st; the second installment is due February 1st. All taxes are delinquent, if unpaid, on December 10th and April 10th respectively. Unsecured personal property taxes become due on the first of March each year and are delinquent, if unpaid, on August 31st. For governmental funds, City property tax revenues are recognized when levied to the extent that they result in current receivables collectible within 60 days. In the government-wide statements, revenues are recognized in the year taxes are levied. 5.2.a Packet Pg. 294 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -38- City of San Jacinto Notes to the Basic Financial Statements June 30, 2018 Note 1: Summary of significant accounting policies (continued) p. Pension plan For purposes of measuring the net pension liability, deferred outflows and inflows of resources related to pensions, and pension expense, information about the fiduciary net position and additions to/deductions from the fiduciary net position have been determined on the same basis as they are reported by the CalPERS Financial Office. For this purpose, benefit payments (including refunds of employee contributions) are recognized when currently due and payable in accordance with the benefit terms. Investments are reported at fair value. CalPERS audited financial statements are publicly available reports that can be obtained at CalPERS’ website at www.calpers.ca.gov. Generally accepted accounting principles require that the reported results for pensions must pertain to liability and asset information within certain defined timeframes. For this report, the following timeframes are used. Valuation Date (VD) June 30, 2016 Measurement Date (MD) June 30, 2017 Measurement Period (MP) July 1, 2016 to June 30, 2017 q. Fund balance Fund balance is classified into five different components. The components are nonspendable, restricted, committed, assigned, and unassigned.  Nonspendable - resources that are not in spendable form or required to be maintained intact such as an endowment.  Restricted - resources that are subject to externally enforceable legal restrictions; these restrictions are either externally imposed by creditors, grantors, contributors, or laws or regulations of other governments or imposed by law through constitutional provisions or enabling legislation.  Committed - resources that are constrained to specific purposes by a formal action of the City Council such as an ordinance or resolution, whichever is the higher level of constraint. The constraint remains binding unless removed in the same formal manner by the City Council. Council action to commit fund balance must occur within the fiscal reporting period while the amount committed may be determined subsequently.  Assigned - resources that are constrained by the City’s intent to be used for specific purposes, but are neither restricted nor committed.  Unassigned - within the General Fund, the residual resources, either positive or negative, in excess of what can be properly classified in one of the other four fund balance categories. Within all other governmental funds, any negative residual resources. 5.2.a Packet Pg. 295 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -39- City of San Jacinto Notes to the Basic Financial Statements June 30, 2018 Note 1: Summary of significant accounting policies (continued) q. Fund balance (continued) When expenditures are incurred for purposes for which both restricted and unrestricted (committed, assigned, or unassigned) fund balances are available, the City’s policy is to first apply restricted fund balance. When expenditures are incurred for purposes for which committed, assigned or unassigned fund balances are available, the City’s policy is to first apply committed fund balance, then assigned fund balance, and finally unassigned fund balance. Those charged with governance approved the Finance Director to have authority to assign unrestricted fund balance amounts where the City’s intent is for those amounts to be used for specific purposes. This delegation of authority is for the sole purpose of reporting these amounts in the annual financial statements. r. Deferred outflows/inflows of resources In addition to assets, the statement of financial position (balance sheet) will sometimes report a separate section for deferred outflows of resources. This separate financial element, deferred outflows of resources, represents a consumption of net position or fund balance that applies to future periods and so will not be recognized as an outflow of resources (expense/expenditure) until then. In addition to liabilities, the statement of financial position (balance sheet) will sometimes report a separate section for deferred inflows of resources. This separate financial element, deferred inflows of resources, represents an acquisition of net position or fund balance that applies to future periods and so will not be recognized as an inflow of resources (revenue) until that time. s. Prepaid expenses Certain payments to vendors reflect costs applicable to future accounting periods and are recorded as prepaid items in both government-wide and fund financial statements. The cost of prepaid items is recorded as expenditures/expenses when consumed rather than purchased. 5.2.a Packet Pg. 296 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -40- City of San Jacinto Notes to the Basic Financial Statements June 30, 2018 II. STEWARDSHIP, COMPLIANCE, AND ACCOUNTABILITY Note 1: Summary of significant accounting policies (continued) a. Budgetary principles General budget policies The City Council approves each year’s budget submitted by the City Manager prior to the beginning of the new fiscal year. Public meetings are conducted prior to its adoption by the Council. Supplemental appropriations, where required during the period, are also approved by the Council. Several supplemental appropriations were made during the year. Intrafund budget changes are approved by the City Manager. In most cases, expenditures may not exceed appropriations at the department level. At fiscal year-end all unencumbered operating budget appropriations lapse with the exception of continuing appropriations. General Fund expenditures may not legally exceed budgeted appropriations. Budgeted revenue amounts, as presented in the accompanying basic financial statements, represent the original budget as modified by adjustments during the year for those items which were contingent upon new or additional revenue sources. Budgeted expenditure amounts represent original appropriations adjusted for supplemental appropriations during the year. b. Excess of expenditures over appropriations Excess of expenditures over appropriations by department in individual funds with budgets presented are as follows: Final Budget Expenditures Excess General Fund by Function: General government 2,190,757$ 2,301,608$ (110,851)$ Public works 546,400 974,515 (428,115) Community development 2,661,353 2,788,510 (127,157) Culture and leisure 66,360 107,767 (41,407) Community Facilities District 2003 by Function: General Government 26,050 26,358 (308) Interest 20,000 31,549 (11,549) Governmental Funds - Major Fund 5.2.a Packet Pg. 297 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -41- City of San Jacinto Notes to the Basic Financial Statements June 30, 2018 Note 1: Summary of significant accounting policies (continued) c. Negative fund balance and other disclosures The following funds had negative fund balances at June 30, 2018: Amount Special revenue: Community Facilities District 2003 (2,504,599)$ Special revenue: State grants (99,586) CDBG (920) Capital projects: Flood Control (133,824) TUMF Capital Projects (9,091) Debt service: Assessment District 87-1 (452,697) Governmental Funds - Major Funds Governmental Funds - Non-Major Funds The City plans to eliminate negative fund balance in the Community Facilities District 2003 fund (currently covered by a loan from the General Fund) with increased revenues from future growth, decreased future expenditures, and paying off the loan from the General Fund. The City plans to eliminate negative fund balances in the State Grants and CDBG funds with future cost reimbursements. The City plans to eliminate negative fund balance in the Assessment District 87- 1 fund with the receipt of delinquent property taxes due to the sale of parcels, the possible acceptance of a future Bond Tend offer, and a transfer from the General Fund for administrative expenses not recovered. The City plans to eliminate negative fund balance in the Flood Control Fund with future cost reimbursements. The City plans to eliminate negative fund balance in the TUMF Capital Projects with future cost reimbursements. 5.2.a Packet Pg. 298 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -42- City of San Jacinto Notes to the Basic Financial Statements June 30, 2018 III. DETAIL NOTES ON ALL FUNDS Note 2: Cash and investments Cash and investments as of June 30, 2018 are classified in the accompanying financial statements as follows: Statement of Net Position Governmental activities: Cash and investments 38,160,101$ Business-Type Activities: Cash and investments 2,844,095 Cash and investments with fiscal agents 125,787 Total 41,129,983 Statement of Fiduciary Net Position: Cash and investments 6,878,494 Cash and investments with fiscal agents 1,780,106 Total 8,658,600 Total cash and investments 49,788,583$ Cash and investments are comprised of the following: Demand accounts/money market account 16,680,579$ Cash on hand 6,050 Investments 33,101,954 Total 49,788,583$ The City follows the practice of pooling cash and investments for all funds except for funds required to be held by outside fiscal agents under the provisions of bond indentures. Interest income earned on pooled cash and investments is allocated monthly by the City to the various funds based on the month-end cash balance. Interest income from cash and investments with fiscal agent is credited directly to the related fund. Investments authorized by the California Government Code and the City’s investment policy The table on the following page identifies the investment types that are authorized for the City’s investment policy. The table also identifies certain provisions of the City’s investment policy that address interest rate risk, credit risk and concentration of credit risk. This table does not address investments of debt proceeds held by bond trustees that are governed by the provisions of debt agreements of the City, rather than the general provisions of the California Government Code or the City’s investment policy. 5.2.a Packet Pg. 299 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -43- City of San Jacinto Notes to the Basic Financial Statements June 30, 2018 Note 2: Cash and investments (continued) Investments authorized by the California Government Code and the City’s investment policy, (continued) Maximum Maximum Investment Types Maximum Percentage Investment Authorized by State Law Maturity Allowed* in One Issuer U.S. Treasury Obligations 5 years None None U.S. Agency Securities 5 years None None Commercial Paper 270 days 25% 5% Negotiable Certificates of Deposit 5 years 30% 5% Repurchase Agreements 1 year None None Medium-Term Corporate Notes 5 years 30% 5% Money Market Mutual Funds N/A 20% None Mutual Funds N/A 18% None Time Deposits N/A 20% None Local Agency Investment Fund (LAIF) N/A 70% 65,000,000$ California Asset Management Program N/A 50% None *Based on state law requirements or investment policy requirements, whichever is more restrictive. Investments authorized by debt agreements Provisions of the debt agreements, rather than the general provisions of the California Government Code or the City’s investment policy govern investment of debt proceeds held by bond trustees. The table below identifies the investment types that are authorized for investments held by bond trustees. The table also identifies certain provisions of these debt agreements that address interest rate risk, credit risk, and concentration of credit risk. Maximum Maximum Authorized Maximum Percentage Investment Investment Type Maturity Allowed in One Issuer U.S. Treasury Obligations None None None U.S. Agency Securities None None None Commercial Paper 270 days None None Money Market Mutual Funds N/A None None Investment Agreements None None None Certificates of Deposit, Savings Account None None None Municipal Obligations None None None Repurchase Agreements None None None Local Agency Investment Fund (LAIF) None None 65,000,000$ 5.2.a Packet Pg. 300 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -44- City of San Jacinto Notes to the Basic Financial Statements June 30, 2018 Note 2: Cash and investments (continued) Disclosures relating to interest rate risk Interest rate risk is the risk that changes in market interest rates will adversely affect the fair value of an investment. Generally, the longer the maturity of an investment, the greater the sensitivity of its fair value to changes in market interest rates. One of the ways that the City manages its exposure to interest rate risk is by purchasing a combination of shorter term and longer term investments and by timing cash flows from maturities so that a portion of the portfolio is maturing or coming close to maturity evenly over time as necessary to provide the cash flow and liquidity needed for operations. Information about the sensitivity of the fair values of the City’s investments (including investments held by bond trustees) to market interest rate fluctuations is provided by the following table that shows the distribution of the City’s investments by maturity: Investment Type Totals 12 or Less 13 to 24 25 to 60 More than 60 Local Agency Investment Fund (LAIF) 12,489,568$ 12,489,568$ -$ -$ -$ U.S. Treasury Obligations 9,203,907 2,034,054 3,817,855 3,351,998 - U.S. Agency Securities 5,750,393 1,189,230 2,047,510 2,513,653 - Asset-Backed Securities 549,992 - 216,270 333,722 - Commercial Paper 99,310 99,310 - - - Medium-Term Corporate Notes 4,450,884 707,032 2,736,311 1,007,541 - Municipal Bonds 379,669 379,669 - - - Held by Bond Trustees: Money Market Funds 178,231 178,231 - - - Total 33,101,954$ 17,077,094$ 8,817,946$ 7,206,914$ -$ Remaining Maturity (In Months) 5.2.a Packet Pg. 301 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -45- City of San Jacinto Notes to the Basic Financial Statements June 30, 2018 Note 2: Cash and investments (continued) Disclosures relating to credit risk Generally, credit risk is the risk that an issuer of an investment will not fulfill its obligation to the holder of the investment. This is measured by the assignment of a rating by a nationally recognized statistical rating organization (Standard & Poor’s). Presented below is the minimum rating required by (where applicable) the City’s investment policy or debt agreements, and the actual rating as of year-end for each investment type. Minimum Investment Type Totals legal rating AAA to AA- A+ to B Not rated Local Agency Investment Fund (LAIF) 12,489,568$ N/A -$ -$ 12,489,568$ U.S. Treasury Obligations 9,203,907 N/A 9,203,907 - - U.S. Agency Securities 5,750,393 N/A 5,750,393 - - Asset Backed Securities 549,992 AA 295,374 - 254,618 Commercial Paper 99,310 A/A1 - 99,310 - Medium-Term Corporate Notes 4,450,884 A 2,394,572 2,056,312 - Municipal Bonds 379,669 379,669 - - Held by Bond Trustees: Money Market Funds 178,231 AAA 178,231 - - Total 33,101,954$ 18,202,146$ 2,155,622$ 12,744,186$ Rating as of year end Concentration of credit risk The investment policy of the City contains no limitations on the amount that can be invested in any one issuer beyond that stipulated by the California Government Code. The City had no investments in any one issuer (other than U.S. Treasury Securities, mutual funds and external investment pools) that represented 5% or more of total City investments. 5.2.a Packet Pg. 302 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -46- City of San Jacinto Notes to the Basic Financial Statements June 30, 2018 Note 2: Cash and investments (continued) Custodial credit risk Custodial credit risk for deposits is the risk that, in the event of the failure of a depository financial institution, a government will not be able to recover its deposits or will not be able to recover collateral securities that are in the possession of an outside party. The custodial credit risk for investments is the risk that, in the event of the failure of the counterparty (e.g., broker-dealer) to a transaction, a government will not be able to recover the value of its investment or collateral securities that are in the possession of another party. The California Government Code and the City’s investment policy do not contain legal or policy requirements that would limit the exposure to custodial credit risk for deposits or investments, other than the following provision for deposits: The California Government Code requires that a financial institution secure deposits made by state or local governmental units by pledging securities in an undivided collateral pool held by a depository regulated under state law (unless so waived by the governmental unit). The market value of the pledged securities in the collateral pool must equal at least 110% of the total amount deposited by the public agencies. California law also allows financial institutions to secure City deposits by pledging first trust deed mortgage notes having a value of 150 percent of the secured public deposits, and other eligible securities as defined by Government Code Sections 53651 and 53652. At June 30, 2018, the City's bank balances held in the financial institutions (Bank of Hemet and Rabobank) were $14,829,147 and $990,719, respectively. With respect to investments, custodial credit risk generally applies only to direct investments in marketable securities. Custodial credit risk does not apply to a City’s indirect investment in securities through the use of mutual funds or government investment pools, including LAIF. Pursuant to the agreement with financial institutions where certificates of deposit are held, the securities pledged are consistent with the collateral as noted in the previous paragraph held by the financial institutions custodian but not in the City’s name. Investment in investment pools The City is a voluntary participant in LAIF which is regulated by the California Government Code under the oversight of the Treasurer of the State of California. The fair value of the City's investment in this pool is reported in the accompanying financial statements at amounts based upon the City's pro-rata share of the fair value provided by LAIF for the entire LAIF portfolio (in relation to the amortized cost of that portfolio). The balance available for withdrawal is based on the accounting records maintained by LAIF, which are recorded on an amortized cost basis. LAIF is a governmental investment pool managed and directed by the California State Treasurer and is not registered with the Securities and Exchange Commission. An oversight committee comprised of California State officials and various participants provide oversight to the management of the fund. The daily operations and responsibilities of LAIF fall under the auspices of the State Treasurer's office. The City is a voluntary participant in the investment pool. LAIF allows a total investment of $65,000,000. 5.2.a Packet Pg. 303 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -47- City of San Jacinto Notes to the Basic Financial Statements June 30, 2018 Note 2: Cash and investments (continued) Fair value of investments The City reports its investments at fair value, or amortized cost in the balance sheet. All investment income, including changes in the fair value of investments, is recognized, as revenue in the operating statement. The City categorizes its fair value measurements within the fair value hierarchy established by generally accepted accounting principles. The hierarchy is based on the valuation inputs used to measure the fair value of the asset. Level 1 inputs are quoted prices in active markets for identical assets; Level 2 inputs are significant other observable inputs; Level 3 inputs are significant unobservable inputs. The City uses the market approach in valuing its Level 1 and Level 2 investments. The City has the following recurring fair value measurements as of June 30, 2018: Total Level 1 Level 2 ABS 549,992$ -$ 549,992$ Agency 5,750,391 - 5,750,391 Commercial Paper 99,311 - 99,311 U.S. Corporate 4,450,884 - 4,450,884 U.S. Treasury 9,203,908 - 9,203,908 Municipal Bonds 379,669 - 379,669 Total investments by fair value level 20,434,155 -$ 20,434,155$ Investments measured at Net Asset Value (NAV): Money market mutual funds 178,231 Investments measured at amortized cost: State investment pool 12,489,568 Total 33,101,954$ Fair Value Measurement Using Investments by Fair Value Level 5.2.a Packet Pg. 304 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -48- City of San Jacinto Notes to the Basic Financial Statements June 30, 2018 Note 3: Capital assets Capital asset activity for the year ended June 30, 2018 was as follows: Balance at Balance at June 30, 2017 Additions Deletions June 30, 2018 Governmental activities: Capital assets not being depreciated: Land 3,311,975$ 1,578,240$ -$ 4,890,215$ Construction in progress 7,155,575 1,015,931 (2,124,692) 6,046,814 Total capital assets not being depreciated 10,467,550 2,594,171 (2,124,692) 10,937,029 Capital assets being depreciated: Building and system 7,104,119 - - 7,104,119 Machinery and equipment 5,029,192 364,872 (201,520) 5,192,544 Improvements other than building 4,271,923 145,886 - 4,417,809 Infrastructure 185,646,528 2,056,856 - 187,703,384 Total capital assets Being depreciated 202,051,762 2,567,614 (201,520) 204,417,856 Less accumulated depreciation for: Building and system (2,256,737) (172,112) - (2,428,849) Machinery and equipment (4,657,885) (126,884) 201,140 (4,583,629) Improvements other than building (2,070,100) (190,047) - (2,260,147) Infrastructure (94,824,707) (5,106,804) - (99,931,511) Total accumulated depreciation (103,809,429) (5,595,847) 201,140 (109,204,136) Total capital assets being depreciated, net 98,242,333 (3,028,233) (380) 95,213,720 Governmental activities capital assets, net 108,709,883$ (434,062)$ (2,125,072)$ 106,150,749$ 5.2.a Packet Pg. 305 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -49- City of San Jacinto Notes to the Basic Financial Statements June 30, 2018 Note 3: Capital assets (continued) Balance at Balance at Business-type activities: June 30, 2017 Additions Deletions June 30, 2018 Capital assets not being depreciated Land 55,222$ -$ -$ 55,222$ Construction in progress 3,651,467 345,016 (3,573,794) 422,689 Total capital assets not being depreciated 3,706,689 345,016 (3,573,794) 477,911 Capital assets being depreciated: Building and system 6,778,790 - - 6,778,790 Machinery and equipment 3,204,301 3,673,288 (77,588) 6,800,001 Improvements other than building 9,304,282 - - 9,304,282 Total capital assets being depreciated 19,287,373 3,673,288 (77,588) 22,883,073 Less accumulated depreciation for: Building and system (2,804,606) (135,490) - (2,940,096) Machinery and equipment (2,656,090) (176,425) 77,588 (2,754,927) Improvements other than building (3,528,968) (447,173) - (3,976,141) Total accumulated depreciation (8,989,664) (759,088) 77,588 (9,671,164) Total capital assets being depreciated, net 10,297,709 2,914,200 - 13,211,909 Business-type activities capital assets, net 14,004,398$ 3,259,216$ (3,573,794)$ 13,689,820$ Depreciation expense was charged to functions/programs of the primary government as follows: Governmental activities: General government 144,169$ Public safety 199,630 Public works 5,202,897 Community development 49,151 Total depreciation expense - governmental activities 5,595,847$ Business-type activities: Water 612,588$ Sewer 146,500 Total depreciation expense - business-type activities 759,088$ 5.2.a Packet Pg. 306 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -50- City of San Jacinto Notes to the Basic Financial Statements June 30, 2018 Note 4: Other assets Notes receivable Balance at June 30, 2018 a) In FY 2006-2007 and FY 2007-2008 the former Redevelopment Agency made a loan to a developer for a low and moderate income housing project. Amounts provided to the developer were for $1,238,225 and $1,061,775 in fiscal years 2007 and 2008, respectively. There are no annual set or structured payments. The promissory note will accrue interest at the rate of one percent per year simple interest and shall be repaid from the cash flow of the project and shall be due and payable by the expiration or termination of the affordability covenants which is 55 years from the completion of the project. The project was completed on October 2, 2008. Pursuant to AB XI 26, the Redevelopment Agency of the City of San Jacinto was dissolved and this asset was transferred to the City's Successor Housing Authority Fund. $ 2,300,000 b) The former Redevelopment Agency operates various loan and grant programs to assist residents who meet certain qualifications for the purpose of providing home rehabilitation and home ownership assistance to low and moderate income households. The loans are secured by a deed of trust and no monthly payments are required. At the end of the 45-year term, the loans are forgiven unless the following occurs during the grant term: 1) property is sold or transferred or 2) property is no longer owner-occupied, at which time full repayment would be required. Pursuant to AB XI 26, the Redevelopment Agency of the City of San Jacinto was dissolved and this asset was transferred to the City's Successor Housing Authority Fund. Additionally, the asset has been formally recognized on the balance sheet, whereas in the past it has only been referenced by note disclosure. 1,150,741 Loans total Accrued interest on note receivable - a) above 3,450,741 189,608 Loans receivable total $ 3,640,349 Note 5: Defined benefit pension plan A. General information about the pension plan Plan description All qualified permanent and probationary employees are eligible to participate in the Public Agency Cost-Sharing Multiple-Employer Defined Benefit Pension Plan (Plan) administered by the California Public Employees’ Retirement System (CalPERS.) The Plan consists of individual rate plans (benefit tiers) within a safety risk pool (police and fire) and a miscellaneous risk pool (all other). Plan assets may be used to pay benefits for any employer rate plan of the safety and miscellaneous pools. Accordingly, rate plans within the safety or miscellaneous pools are not separate plans under GASB Statement No. 68. Individual employers may sponsor more than one rate plan in the miscellaneous or safety risk pools. The City sponsors four rate plans (two miscellaneous and two safety). Benefit provisions under the Plan are established by State statute and the City resolution. CalPERS issues publicly available reports that include a full description of the pension plan regarding benefit provisions, assumptions and membership information that can be found on the CalPERS’ website, at www.calpers.ca.gov. 5.2.a Packet Pg. 307 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -51- City of San Jacinto Notes to the Basic Financial Statements June 30, 2018 Note 5: Defined benefit pension plan (continued) A. General information about the pension plan (continued) Benefits provided CalPERS provides service retirement and disability benefits, annual cost of living adjustments and death benefits to plan members, who must be public employees and beneficiaries. Benefits are based on years of credited service, equal to one year of full time employment. Members with five years of total service are eligible to retire at age 50 with statutorily reduced benefits. All members are eligible for non-duty disability benefits after 5 years of service. The death benefit is one of the following: the Basic Death Benefit, the 1957 Survivor Benefit, or the Optional Settlement 2W Death Benefit. The cost of living adjustments for each plan are applied as specified by the Public Employees’ Retirement Law. The Plan operates under the provisions of the California Public Employees’ Retirement Law (PERL), the California Public Employees’ Pension Reform Act of 2013 (PEPRA), and the regulations, procedures and policies adopted by the CalPERS Board of Administration. The Plan’s authority to establish and amend the benefit terms are set by the PERL and PEPRA, and may be amended by the California state legislature and in some cases require approval by the CalPERS Board. The Plan’s provisions and benefits in effect at June 30, 2018 are summarized as follows: On or after Hire date Prior to January 1, 2011 January 1, 2011 and prior to January 1, 2013 On or after January 1, 2013 Benefit formula 2.7% @ 55 2.0% @ 55 2.0% @ 62 Benefit vesting schedule 5 years of service 5 years of service 5 years of service Benefit payments monthly for life monthly for life monthly for life Retirement age 50-58 & up 50-63 & up 52-67 & up Monthly benefits, as a % of eligible compensation 2.0%-2.7% 1.426%-2.418% 1.0%-2.5% Required employee contribution rates 8.000% 7.000% 6.250% Required employer contribution rates 11.675% 8.921% 6.533% 5.2.a Packet Pg. 308 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -52- City of San Jacinto Notes to the Basic Financial Statements June 30, 2018 Note 5: Defined benefit pension plan (continued) A. General information about the pension plan (continued) Contributions Section 20814(c) of the California Public Employees’ Retirement Law (PERL) requires that the employer contribution rates for all public employers be determined on an annual basis by the actuary and shall be effective on the July 1 following notice of a change in the rate. The total plan contributions are determined through CalPERS’ annual actuarial valuation process. For public agency cost-sharing plans covered by either the Miscellaneous or Safety risk pools, the Plan’s actuarially determined rate is based on the estimated amount necessary to pay the Plan’s allocated share of the risk pool’s costs of benefits earned by employees during the year, and any unfunded accrued liability. The employer is required to contribute the difference between the actuarially determined rate and the contribution rate of employees. Employer contribution rates may change if plan contracts are amended. Payments made by the employer to satisfy contribution requirements that are identified by the pension plan terms as plan member contribution requirements are classified as plan member contributions. Employer Contributions to the Plan for the fiscal year ended June 30, 2018 were $738,923. The actual employer payments of $691,841 made to CalPERS by the City during the measurement period ended June 30, 2017 differed from the City's proportionate share of the employer’s contributions of $616,024 by $75,817 which is being amortized over the expected average remaining service lifetime in the Public Agency Cost-Sharing Multiple Employer Plan. B. Net pension liability The City's net pension liability for the Plan is measured as the total pension liability, less the pension plan’s fiduciary net position. The net pension liability of the Plan is measured as of June 30, 2017, using an annual actuarial valuation as of June 30, 2016 rolled forward to June 30, 2017 using standard update procedures. A summary of principal assumptions and methods used to determine the net pension liability is as follows. 5.2.a Packet Pg. 309 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -53- City of San Jacinto Notes to the Basic Financial Statements June 30, 2018 Note 5: Defined benefit pension plan (continued) B. Net pension liability (continued) Actuarial methods and assumptions used to determine total pension liability Miscellaneous Valuation Date June 30, 2016 Measurement Date June 30, 2017 Actuarial Cost Method Entry Age Normal Asset Valuation Method Market Value of Assets Actuarial Assumptions: Discount Rate 7.15% Inflation 2.75% Salary Increases (1) 3.3% - 14.2% Investment Rate of Return (2) 7.15% Mortality Rate Table (3) Derived using CALPERS' membership data for all Funds Post Retirement Benefit Increase Contract COLA up to 2.75% until purchasing power protection allowance floor on purchasing power applies, 2.75% thereafter (1) Annual increases vary by category, entry age, and duration of service. (2) Net pension plan investment and administrative expenses; includes inflation. (3) The mortality table used was developed based on CalPERS' specific data. The table includes 20 years of mortality improvements using Society of Actuaries Scale BB. For more details on this table, please refer to the 2014 experience report. All other actuarial assumptions used in the June 30, 2015 valuation were based on the results of an actuarial experience study for the period from 1997 to 2011, including updates to salary increase, mortality and retirement rates. The Experience Study report can be obtained at CalPERS’ website under Forms and Publications. Change of assumptions In fiscal year 2018 (measurement date June 30, 2017), the accounting discount rate was reduced from 7.65 percent to 7.15 percent. 5.2.a Packet Pg. 310 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -54- City of San Jacinto Notes to the Basic Financial Statements June 30, 2018 Note 5: Defined benefit pension plan (continued) B. Net pension liability (continued) Discount rate The discount rate used to measure the total pension liability was 7.15 percent. To determine whether the municipal bond rate should be used in the calculation of the discount rate for each plan, CalPERS stress tested plans that would most likely result in a discount rate that would be different from the actuarially assumed discount rate. The tests revealed the assets would not run out. Therefore, the current 7.15 percent discount rate is appropriate and the use of the municipal bond rate calculation is not deemed necessary. The long-term expected discount rate of 7.15 percent is applied to all plans in the Public Employees Retirement Fund (PERF). The cash flows used in the testing were developed assuming that both members and employers will make their required contributions on time and as scheduled in all future years. The stress test results are presented in a detailed report called “GASB Crossover Testing Report” that can be obtained at CalPERS’ website, at www.calpers.ca.gov. The long-term expected rate of return on pension plan investments was determined using a building- block method in which expected future real rates of return (expected returns, net of pension plan investment expense and inflation) are developed for each major asset class. In determining the long-term expected rate of return, CalPERS took into account both short-term and long-term market return expectations as well as the expected pension fund (PERF) cash flows. Taking into account historical returns of all the PERF asset classes (which includes the agent plan and two cost-sharing plans or PERF A, B and C funds), expected compound (geometric) returns were calculated over the short-term (first 10 years) and the long-term (11-60 years) using a building-block approach. Using the expected nominal returns for both short-term and long-term, the present value of benefits was calculated for each fund. The expected rate of return was set by calculating the single equivalent expected return that arrived at the same present value of benefits for cash flows as the one calculated using both short-term and long-term returns. The expected rate of return was then set equal to the single equivalent rate calculated above and rounded down to the nearest one quarter of one percent. 5.2.a Packet Pg. 311 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -55- City of San Jacinto Notes to the Basic Financial Statements June 30, 2018 Note 5: Defined benefit pension plan (continued) B. Net pension liability (continued) The following table reflects long-term expected real rate of return by asset class. The rate of return was calculated using the capital market assumptions applied to determine the discount rate and asset allocation. The target allocation shown was adopted by the CalPERS Board effective on July 1, 2015. Asset Class New Strategic Allocation Real Return Years 1 - 101 Real Return Years 11+2 Global Equity 51.00% 5.25% 5.71% Global Fixed Income 20.00% 0.99% 2.43% Inflation Sensitive 6.00% 0.45% 3.36% Private Equity 10.00% 6.83% 6.95% Real Estate 10.00% 4.50% 5.13% Infrastructure and Forestland 2.00% 4.50% 5.09% Liquidity 1.00% (0.55%) (1.05%) Total 100% 1 An expected inflation of 2.5% used for this period 2 An expected inflation of 3.0% used for this period Pension plan fiduciary net position Information about the pension plan’s assets, deferred outflows of resources, liabilities, deferred inflows of resources, and fiduciary net position are presented in CalPERS’ audited financial statements, which are publicly available reports that can be obtained at CalPERS’ website, at www.calpers.ca.gov. The plan’s fiduciary net position and additions to/deductions from the plan’s fiduciary net position have been determined on the same basis used by the pension plan, which is the economic resources measurement focus and the accrual basis of accounting. Benefits and refunds are recognized when due and payable in accordance with the terms of the plan. Investments are reported at fair value. The plan fiduciary net position disclosed in the GASB 68 accounting valuation report may differ from the plan assets reported in the funding actuarial valuation report due to several reasons. First, for the accounting valuations, CalPERS must keep items such as deficiency reserves, fiduciary self- insurance and Other Post-Employment Benefits (OPEB) expense included as assets. These amounts are excluded for rate setting purposes in the funding actuarial valuation. In addition, differences may result from early Comprehensive Annual Financial Report closing and final reconciled reserves. 5.2.a Packet Pg. 312 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -56- City of San Jacinto Notes to the Basic Financial Statements June 30, 2018 Note 5: Defined benefit pension plan (continued) C. Proportionate share of net pension liability The following table shows the Plan’s proportionate share of the net pension liability over the measurement period. Plan Total Pension Liability (a) Plan Fiduciary Net Position (b) Plan Net Pension Liability (c ) = (a) - (b) Balance at: 6/30/2016 (VD) 21,644,981$ 15,328,914$ 6,316,067$ Balance at: 6/30/2017(MD) 23,342,516 16,281,255 7,061,261 Net changes during 2016-17 1,697,535 952,341 745,194 Valuation Date (VD), Measurement Date (MD) Increase (Decrease) The City's net pension liability for the Plan is measured as the proportionate share of the net pension liability. The net pension liability of the Plan is measured as of June 30, 2017, and the total pension liability for the Plan used to calculate the net pension liability was determined by an actuarial valuation as of June 30, 2016 rolled forward to June 30, 2017 using standard update procedures. The City's proportion of the net pension liability was determined by CalPERS using the output from the Actuarial Valuation System and the fiduciary net position, as provided in the CalPERS Public Agency Cost- Sharing Allocation Methodology Report, which is a publicly available report that can be obtained at CalPERS’ website under Forms and Publications, at www.calpers.ca.gov. The City's proportion of the net pension liability was based on a projection of the City's long-term share of contributions to the pension plans relative to the projected contributions of all participating employers, actuarially determined. The City's proportionate share of the net pension liability for the Plan as of the June 30, 2016 and 2017 measurement dates was as follows: Miscellaneous Proportion - June 30, 2016 0.18182% Proportion - June 30, 2017 0.17913% Change - Increase (Decrease) (0.00269%) Sensitivity of the proportionate share of the net pension liability to changes in the discount rate The following presents the City's proportionate share of the net pension liability of the Plan as of the measurement date, calculated using the discount rate of 7.15 percent, as well as what the net pension liability would be if it were calculated using a discount rate that is 1 percentage-point lower (6.15 percent) or 1 percentage-point higher (8.15 percent) than the current rate: Miscellaneous plan's Net pension liability 10,271,951$ 7,061,261$ 4,402,109$ Discount Rate - 1% (6.15%) Current Discount Rate (7.15%) Discount Rate + 1% (8.15%) 5.2.a Packet Pg. 313 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -57- City of San Jacinto Notes to the Basic Financial Statements June 30, 2018 Note 5: Defined benefit pension plan (continued) C. Proportionate share of net pension liability (continued) Subsequent events There were no subsequent events that would materially affect the results presented in this disclosure. Recognition of gains and losses Under GASB 68, gains and losses related to changes in total pension liability and fiduciary net position are recognized in pension expense systematically over time. The first amortized amounts are recognized in pension expense for the year the gain or loss occurs. The remaining amounts are categorized as deferred outflows and deferred inflows of resources related to pensions and are to be recognized in future pension expense. The amortization period differs depending on the source of the gain or loss: Difference between projected and actual earnings 5 year straight-line amortization All other amounts Straight-line amortization over the average expected remaining service lives of all members that are provided with benefits (active, inactive and retired) as of the beginning of the measurement period The expected average remaining service lifetime (EARSL) is calculated by dividing the total future service years by the total number of plan participants (active, inactive, and retired) in the Public Agency Cost-Sharing Multiple-Employer Plan (PERF C). The EARSL for the Plan for the 2016-17 measurement period is 3.8 years, which was obtained by dividing the total service years of 490,088 (the sum of remaining service lifetimes of the active employees) by 130,595 (the total number of participants: active, inactive, and retired). Note that inactive employees and retirees have remaining service lifetimes equal to 0. Also note that total future service is based on the members’ probability of decrementing due to an event other than receiving a cash refund. 5.2.a Packet Pg. 314 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -58- City of San Jacinto Notes to the Basic Financial Statements June 30, 2018 Note 5: Defined benefit pension plan (continued) D. Pension expense and deferred outflows and deferred inflows of resources related to pensions As of the start of the measurement period (July 1, 2016), the City's net pension liability was $6,316,067. For the measurement period ending June 30, 2017 (the measurement date), the City incurred a pension expense of $1,406,616. As of measurement date June 30, 2017, the City has deferred outflows and deferred inflows of resources related to pensions as follows: Deferred Outflows Deferred Inflows of Resources of Resources Differences between expected and actual experience 7,850$ (112,470)$ Changes of assumptions 974,032 (74,271) Differences between projected and actual earnings 220,286 - Differences between employer's contributions and proportionate share of contributions 81,773 - Change in employer's proportion 252,840 (55,591) Pension contributions subsequent to measurement date 738,923 - 2,275,704$ (242,332)$ These amounts above are net of outflows and inflows recognized in the 2016-17 measurement period expense. Contributions subsequent to the measurement date of $738,923 reported with deferred outflows of resources will be recognized as a reduction of the net pension liability in the upcoming fiscal year. Other amounts reported as deferred outflows and deferred inflows of resources related to pensions will be recognized in future pension expense as follows: Deferred Fiscal Year Outflows/(Inflows) of Ending June 30: Resources, Net 2019 441,529$ 2020 603,001 2021 380,708 2022 (130,789) 2023 - Thereafter - E. Payable to the pension plan At June 30, 2018, the City reported a payable of $0 for the outstanding amount of contributions to the pension plan required for the year ended June 30, 2018. 5.2.a Packet Pg. 315 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -59- City of San Jacinto Notes to the Basic Financial Statements June 30, 2018 Note 6: Long-term debt A description of long-term debt outstanding as of June 30, 2018 follows: a. Changes in long-term liabilities Changes in long-term liabilities during the year ended June 30, 2018 were as follows: Balance at Balance at Due within June 30, 2017 Additions Deletions June 30, 2018 one year Governmental activities Special assessment debt with governmental commitment 455,000$ -$ -$ 455,000$ 455,000$ Matured unpaid interest on special assessment debt with government commitment 629,259 - - 629,259 - 2014 pension obligation bonds 1,121,770 - (243,044) 878,726 255,426 Claims and judgment 265,034 52,402 - 317,436 - Compensated absences 182,135 93,285 (25,565) 249,855 84,951 Net pension liability 4,421,247 521,636 - 4,942,883 - Governmental activities Long-term liabilities 7,074,445$ 667,323$ (268,609)$ 7,473,159$ 795,377$ Business-type activities 2013 Installment sale 1,597,493$ -$ (519,785)$ 1,077,708$ 511,031$ 2015 Installment sale 3,845,397 - (120,725) 3,724,672 133,074 Compensated absences 56,129 20,350 (13,168) 63,311 13,928 Net pension liability 1,894,820 223,558 - 2,118,378 - Business-type activities Long-term liabilities 7,393,839$ 243,908$ (653,678)$ 6,984,069$ 658,033$ The General Fund typically liquidates compensated absences, claims and judgements and the net pension liability of the Governmental Activities. b. Special assessment debt with government commitment $1,415,000 Assessment District 87-1 Bonds, Series 1987 A, dated March 19, 1987, were issued to finance certain improvements pursuant to the Improvement Bond Act of 1915. The payment of the bonds is secured by assessment liens upon certain lands as described in said assessment and are not direct liabilities of the City. The City may, however, from time to time, when due and delinquent, advance available funds to pay the amount of any succeeding installment of the assessment on said land and the interest thereon on the 1915 bonds. Prior to the fiscal year ended June 30, 1995, the City of San Jacinto advanced funds for said delinquencies. During the fiscal year ended June 30, 1995 the City did not advance further amounts to the reserve fund and had commenced foreclosure proceedings. The City has since settled $670,000 of the principal, due to a completed Bond Tender agreement in exchange for a portion of the parcels. 5.2.a Packet Pg. 316 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -60- City of San Jacinto Notes to the Basic Financial Statements June 30, 2018 Note 6: Long-term debt (continued) b. Special assessment debt with government commitment (continued) In accordance with GASB Statement No. 6 “Special Assessments,” the special assessment debt has been reflected in the accompanying financial statements at June 30, 2018 as “Special Assessment Debt with Government Commitment” in the amount of $1,084,259. This includes an amount of matured unpaid principal of $455,000. Matured unpaid interest on these bonds is also reported for interest payments due but not paid as of June 30, 2018, in the amount of $629,259. These balances have been outstanding for several years and as such, the City has recorded the corresponding taxes receivable of $1,084,259 in addition to unavailable revenue in the same amount on the Statement of Net Positions and Governmental Funds Balance Sheet. c. 2014 Pension Obligation Bonds - Governmental activities In June 2014, the City issued City of San Jacinto 2014 Taxable Pension Obligation Bond in the aggregate principal amount of $1,800,000. The City issued the bonds in order to provide funds to refinance the PERS Side Fund Obligation of the City with respect to the City’s public safety employees and to pay the costs of issuance. The bonds are dated June 12, 2014 and mature on July 1, 2021 in the principal amount and bear interest at the interest rate of 5.00% per annum. Future debt service requirements for pension obligation bonds outstanding are as follows: Fiscal year Total ending June 30, Principal Interest Payment 2019 255,426$ 39,197$ 294,623$ 2020 268,439 26,184 294,623 2021 282,115 12,508 294,623 2022 72,746 909 73,655 Total 878,726$ 78,798$ 957,524$ Pension Obligation Refunding Bonds d. Installment Sales - Business-type activities 2013 Installment Sale In August 2013, the City signed an installment sale agreement with Zions Bank in the amount of $3,084,793, maturing in 10 years at an annual interest rate of 2.75%. The proceeds were used to refinance the outstanding 1997 Water Revenue Bonds and 2002 Water Revenue Bonds, in the amounts of $1,805,000 and $1,125,000, respectively, and pay costs of issuance related to the agreement. Interest was also paid in the amounts of $49,638 and $28,530, respectively. There was an optional redemption fee of $5,625 for the 2002 bonds, but nothing for the 1997 bonds. Net revenues of the City’s Water Enterprise have been pledged to the payment of the installment payments. The outstanding principal balance at June 30, 2018 is $1,077,708. 5.2.a Packet Pg. 317 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -61- City of San Jacinto Notes to the Basic Financial Statements June 30, 2018 Note 6: Long-term debt (continued) d. Installment Sales - Business-type activities (continued) 2013 Installment Sale, continued The annual debt service requirements to maturity for the installment sale are as follows: Fiscal year Total ending June 30, Principal Interest Payment 2019 511,031$ 24,311$ 535,342$ 2020 135,028 15,481 150,509 2021 137,605 11,784 149,389 2022 144,996 8,018 153,014 2023 147,080 4,050 151,130 Thereafter 1,968 27 1,995 Totals 1,077,708$ 63,671$ 1,141,379$ 2013 Installment Sale The City may prepay the principal component of the installment payments in whole or in part, on any date on or after October 1, 2018 by paying installment payments required to be paid on such date plus accrued interest to the date set for prepayment, with no prepayment premium. 2015 Installment Sale In July 2015, the City signed an installment sale agreement with Municipal Finance Corporation in the amount of $3,902,310, maturing in 20 years at an annual interest rate of 3.5%. The proceeds are to be used for the acquisition and construction of certain energy efficiency improvements to the water supply facilities of the City’s Water Enterprise. Net revenues of the City’s Water Enterprise have been pledged to the payment of the installment payments. The outstanding principal balance at June 30, 2018 is $3,724,672. The annual debt service requirements to maturity for the installment sale are as follows: Fiscal year Total ending June 30, Principal Interest Payment 2019 133,074$ 129,245$ 262,319$ 2020 146,337 124,474 270,811 2021 160,575 119,231 279,806 2022 134,207 113,481 247,688 2023 106,964 109,386 216,350 2024-2028 783,826 477,544 1,261,370 2029-2033 1,327,327 300,391 1,627,718 2034-2036 932,362 50,395 982,757 Total 3,724,672$ 1,424,147$ 5,148,819$ Opterra Installment Sale 5.2.a Packet Pg. 318 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -62- City of San Jacinto Notes to the Basic Financial Statements June 30, 2018 Note 6: Long-term debt (continued) d. Installment Sales - Business-type activities (continued) 2015 Installment Sale, continued The City may prepay the principal components of the installment payments in whole or in part, on any date on or after September 1, 2026 by paying the installment payment required to be paid on such date plus a prepayment price equal to the principal amount of the installment payments to be prepaid, together with 1% prepayment premium thereon. The City shall give the Corporation written notice of its intention to exercise its option not less than thirty days in advance of the date to exercise. e. Debt issued without government commitment Refinancing of $17,841,416 Community Facilities District No. 2001-2 Special Tax Bonds In March 2016, $17,975,000 City of San Jacinto Community Facilities District No. 2001-1 (Rancho San Jacinto, Phase 2) 2016 Special Tax Refunding bonds were issued by the San Jacinto Financing Authority for the purpose of refunding the $17,841,416 San Jacinto Financing Authority 2002 Local Agency Revenue Bonds, Series A. The balance at June 30, 2018 is $17,095,000. All bonds represent special limited obligations of the City, payable solely from special taxes levied CFD No. 2002-1, as applicable, and are not an obligation of the General Fund of the City of San Jacinto. The City has covenanted to annually levy the special tax and, in the event of any delinquency in payment to the City of the special tax, the City may order action to foreclose on any property liens. Note 7: Short-term/long-term interfund borrowings Interfund transactions - Due to/due from other funds Individual fund interfund receivable and payable balances at June 30, 2018 were as follows: Receivable Fund General Payable Fund Fund LLPD #2 3,215$ Non-Major Governmental Funds 843,983 Solid Waste (Non-Major Enterprise Fund) 5,889 Power (Non-Major Enterprise Fund) 113,986 Internal Service 48,628 Total 1,015,701$ The interfund payables represent temporary loans to cover negative cash balances. 5.2.a Packet Pg. 319 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -63- City of San Jacinto Notes to the Basic Financial Statements June 30, 2018 Note 7: Short-term/long-term interfund borrowings (continued) Interfund transactions - Advances Individual fund interfund advances to and from balances at June 30, 2018 were as follows: Non-Major General Governmental Payable Fund Fund Funds Totals City Capital Projects Fund 4,229,887$ 5,143,542$ 9,373,429$ Community Facilities District 2003 Fund 1,537,761 - 1,537,761 Total 5,767,648$ 5,143,542$ 10,911,190$ Receivable Fund > Advances between the City Capital Projects Fund and other City funds are for cash advanced to the City Capital Projects Fund for expected project costs. Also, see Note 1. > The General Fund has advanced cash to the Community Facilities District 2003 Fund to cover costs. Note 8: Transfers in and out Individual fund transfers in and transfers out activity as of June 30, 2018 were as follows: Non-Major Internal General Governmental Service Transfers-In Fund Funds Funds Totals General Fund 38,677$ 269,160$ 50,000$ 357,837$ City Capital Projects Fund 588,435 1,089,309 - 1,677,744 Community Facilities District 2003 Fund - 192,474 - 192,474 Non-Major Governmental Funds 137,287 55,205 - 192,492 Enterprise - Non-Major Funds 1,318 - - 1,318 Internal Service Funds 77,198 - - 77,198 Total 842,915$ 1,606,148$ 50,000$ 2,499,063$ Transfers-Out  Transfers to the General Fund from non-major governmental funds represent reimbursement for costs of public safety and grant reimbursement costs.  Transfers to the City Capital Projects Fund from all other City funds are to fund various capital projects of the City. Also, see Note 1.  Transfers to the Community Facilities District 2003 fund from non-major governmental funds are to pay for operational costs, as directed by City Council. 5.2.a Packet Pg. 320 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -64- City of San Jacinto Notes to the Basic Financial Statements June 30, 2018 Note 8: Transfers in and out (continued)  Transfers to non-major governmental funds from the General Fund are for operating transfers to cover ongoing negative cash balances and cost reimbursement.  Transfers to the Enterprise - Non-Major Funds from the General Fund were to cover negative cash balance.  Transfers to Internal Service Funds from the General Fund are to reimburse costs of replacement equipment. IV. OTHER DISCLOSURES Note 9: Risk management The City adopted a self-insured workers’ compensation program which is administered by a service agent. The City is self-insured for the first $250,000 on each claim. Insurance coverage in excess of the self-insured amount is provided by Public Entity Risk Management Authority (PERMA) up to statutory limits for workers’ compensation. Effective July 1, 2002, the City elected to reduce self-insured liability claim coverage from $125,000 to $50,000 on each general liability claim against the City. The insurance coverage in excess of the self- insured amount is provided by PERMA up to a limit of $50,000,000. Claims, expenditures and liabilities are reported when it is probable that a loss has occurred and the amount of that loss can be reasonably estimated. These losses include an estimate of claims that have been incurred but not reported. At June 30, 2018, the amount of these liabilities was $317,436. This amount represents an estimate of $317,436 for reported claims through June 30, 2018. These claims are recorded as claims payable in the Workers’ Compensation Fund and Liability Insurance Fund. This liability is the City’s best estimate based on available information. Changes in the reported liability are as follows: Change In Liability at Claim Liability at Year Beginning of Year Payable End of Year 2015-2016 197,650$ 9,713$ 207,363$ 2016-2017 207,363 57,671 265,034 2017-2018 265,034 52,402 317,436 5.2.a Packet Pg. 321 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -65- City of San Jacinto Notes to the Basic Financial Statements June 30, 2018 Note 9: Risk management (continued) Effective July 1, 1986 the City became a member of PERMA, a public entity risk pool, currently operating as a common risk management and insurance program for 17 California cities and 8 Special District/Agencies. The City pays an annual premium to the pool for its excess general liability insurance coverage. The agreement for formation of PERMA provides that the pool will be self- sustaining through member premiums. The City continues to carry commercial companies for all other risks of loss, including property insurance, earthquake and flood, auto physical damage insurance and TULIP/special events insurance. PERMA has published its own financial report for the year ended June 30, 2018, which can be obtained from Public Entity Risk Management Authority, 77-670 Springfield Land, Suite 1A, Palm Desert, CA 92211. Note 10: Commitments and contingencies a. Construction commitments The City has entered into various commitments for construction and/or capital projects. As of June 30, 2018, the City had outstanding contracts commitments of $689,270. b. Grants Amounts received or receivable from grant agencies are subject to audit and adjustment by grantor agencies, principally the federal government. Any disallowed claims, including amounts already collected, may constitute a liability of the applicable funds. The amount, if any, of expenditures which may be disallowed by the grantor cannot be determined at this time although the City expects such amounts, if any, to be immaterial. c. Other The City is involved as a defendant in various legal proceedings. While it is not feasible to predict or determine the outcome in these cases, it is the opinion of the City that the outcome of the majority of these cases will have no material adverse effect on the financial position of the City. 5.2.a Packet Pg. 322 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -66- City of San Jacinto Notes to the Basic Financial Statements June 30, 2018 Note 11: Fund balance reservations/designations The City’s Government Fund balances are detailed below: City Community Successor Non-Major Total Capital Facilities Housing Governmental Governmental General Projects District 2003 Authority LLPD #2 Funds Funds Nonspendable: Prepaids 72,859$ -$ -$ -$ -$ -$ 72,859$ Advances receivable - - - - - 39,988 39,988 Total nonspendable 72,859 - - - - 39,988 112,847 Restricted: Land held for resale - - - 339,807 339,807 Lighting and landscape - - - - 7,092,070 - 7,092,070 Advances receivable 5,767,648 - - - - 5,143,542 10,911,190 Other government restrictions - - - 145,791 - 10,277,770 10,423,561 Total restricted 5,767,648 - - 485,598 7,092,070 15,421,312 28,766,628 Assigned: - - - - - 1,622,381 1,622,381 Unassigned: 8,864,836 - (2,504,599) - - (719,470) 5,640,767 Total fund balances 14,705,343$ -$ (2,504,599)$ 485,598$ 7,092,070$ 16,364,211$ 36,142,623$ The City has established a minimum fund balance policy for the General Fund Contingency Reserve. The City Council stipulates that the Contingency Reserve must be a minimum of 15 percent of the upcoming fiscal year's General Fund annual budgeted operating expenditures. At fiscal year-end the Reserve for Contingency balance was $5,058,079, 29.0 percent of fiscal year June 30, 2018 budgeted General Fund operating expenditures. This reserve has been reported as unassigned in the General Fund. 5.2.a Packet Pg. 323 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -67- City of San Jacinto Notes to the Basic Financial Statements June 30, 2018 Note 12: Dissolution of California Redevelopment Agencies On December 29, 2011, the California Supreme Court upheld Assembly Bill X1 26 (Bill) that provides for the dissolution of all redevelopment agencies in the State of California. Most cities in California had established a redevelopment agency that was included in the reporting entity of the City as a blended component unit (since the City council, in many cases, also served as the governing board for those agencies). In accordance with the timeline set forth in the Bill (as modified by the California Supreme Court on December 29, 2011) all redevelopment agencies in the State of California were dissolved and ceased to operate as a legal entity as of February 1, 2012. In accordance with the provisions of ABX 1 26 (Bill) and the California Supreme Court’s decision to uphold the Bill, the obligations of the former redevelopment agency became vested with the funds established for the successor agency upon the date of dissolution, February 1, 2012. Former tax increment revenues pledged to fund the debts of the former redevelopment agency will be distributed to the Successor Agency subject to the reapportionment of such revenues as provided by the Bill. The debt of the Successor Agency as of June 30, 2018 is as follows: Balance at Balance at Due within June 30, 2017 Additions Deletions June 30, 2018 one year Successor agency Bonds payable: 2005 Tax Allocation Bonds 7,045,000$ -$ (265,000)$ 6,780,000$ 275,000$ Total long-term liabilities 7,045,000$ -$ (265,000)$ 6,780,000$ 275,000$ Future debt service requirements for the bonds payable are as follows: ending June 30, Principal Interest Payment 2019 275,000$ 302,815$ 577,815$ 2020 285,000 290,903 575,903 2021 300,000 277,740 577,740 2022 310,000 264,015 574,015 2023 325,000 249,728 574,728 2024-2028 1,860,000 1,008,538 2,868,538 2029-2033 2,330,000 529,460 2,859,460 2034-2035 1,095,000 50,645 1,145,645 Totals 6,780,000$ 2,973,844$ 9,753,844$ 5.2.a Packet Pg. 324 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -68- City of San Jacinto Notes to the Basic Financial Statements June 30, 2018 Note 13: Risks and uncertainties Successor Agency Deductions (expenses) incurred by the Successor Agency for the year ended June 30, 2018 (and subsequent years in which the Successor Agency is in operation) are subject to review by various State agencies and the County in which the Successor Agency resides. If any expenses incurred by the Successor Agency are disallowed by the State agencies or County, the City, acting as the Successor Agency could be liable for the repayment of the disallowed costs from either its own funds or by the State withholding remittances normally paid to the City. The amount, if any, of expenses that may be disallowed by the State agencies or County cannot be determined at this time, although the Successor Agency expects such amounts, if any, to be immaterial. Note 14: Pension plan change On December 21, 2016, the California Public Employees’ Retirement System (CalPERS) Board of Administration voted to lower the CalPERS discount rate from 7.5 percent to 7.0 percent over the next three years. The discount rate will be changed as follows: Fiscal year 2018-2019 7.15% Fiscal year 2019-2020 7.00% Lowering the discount rate, also known as the assumed rate of return, means employers that contract with CalPERS to administer their pension plans will see increases in their normal costs and unfunded actuarial liabilities. 5.2.a Packet Pg. 325 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, This page left intentionally blank 5.2.a Packet Pg. 326 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, Required Supplementary Information 5.2.a Packet Pg. 327 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -69- Required Supplementary Information City of San Jacinto Budgetary Comparison Schedule - General Fund For the Year Ended June 30, 2018 Actual Variance with Original Final Amounts Final Budget REVENUES Taxes 7,283,896$ 7,283,896$ 7,459,521$ 175,625$ Licenses and permits 992,000 992,000 1,603,917 611,917 Fines and forfeitures 170,000 170,000 235,457 65,457 Development fees 250,000 250,000 246,706 (3,294) Intergovernmental 5,835,203 5,835,203 4,430,225 (1,404,978) Charges for services 479,000 479,000 1,027,735 548,735 Investment earnings 170,000 170,000 (12,526) (182,526) Other 2,911,506 2,911,506 3,688,575 777,069 Total revenues 18,091,605 18,091,605 18,679,610 588,005 EXPENDITURES Current: General government 2,190,757 2,190,757 2,301,608 (110,851) Public safety 11,726,255 11,722,755 11,294,468 428,287 Public works 562,670 546,400 974,515 (428,115) Community development 2,378,144 2,661,353 2,788,510 (127,157) Culture and leisure 66,360 66,360 107,767 (41,407) Debt service: Principal 243,044 243,044 243,044 - Interest 51,579 51,579 51,579 - Capital outlay 173,300 180,300 102,462 77,838 Total expenditures 17,392,109 17,662,548 17,863,953 (201,405) Excess (deficiency) of revenues over (under) expenditures 699,496 429,057 815,657 386,600 OTHER FINANCING SOURCES (USES) Proceeds from the sale of property - - 3,500 3,500 Transfers in 320,000 320,000 357,837 37,837 Transfers out (5,176,159) (5,165,408) (842,915) 4,322,493 Total other financing sources (uses) (4,856,159) (4,845,408) (481,578) 4,363,830 Net change in fund balance (4,156,663) (4,416,351) 334,079 4,750,430 Fund balance, beginning of year 14,371,264 14,371,264 14,371,264 - Fund balance, end of year 10,214,601$ 9,954,913$ 14,705,343$ 4,750,430$ Budgeted Amounts 5.2.a Packet Pg. 328 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -70- Required Supplementary Information City of San Jacinto Budgetary Comparison Schedule - Community Facilities District 2003 Fund For the Year Ended June 30, 2018 Actual Variance with Original Final Amounts Final Budget REVENUES Assessments 2,155,000$ 2,155,000$ 2,319,755$ 164,755$ Total revenues 2,155,000 2,155,000 2,319,755 164,755 EXPENDITURES Current: General government 26,050 26,050 26,358 (308) Public safety 3,511,261 3,511,261 2,544,588 966,673 Debt service: Interest 20,000 20,000 31,549 (11,549) Total expenditures 3,557,311 3,557,311 2,602,495 954,816 Excess (deficiency) of revenues over (under) expenditures (1,402,311) (1,402,311) (282,740) 1,119,571 OTHER FINANCING SOURCES (USES) Transfers in 141,599 141,599 192,474 50,875 Total other financing sources (uses) 141,599 141,599 192,474 50,875 Net change in fund balance (1,260,712) (1,260,712) (90,266) 1,170,446 Fund balance, beginning of year (2,414,333) (2,414,333) (2,414,333) - Fund balance, end of year (3,675,045)$ (3,675,045)$ (2,504,599)$ 1,170,446$ Budgeted Amounts 5.2.a Packet Pg. 329 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -71- Required Supplementary Information City of San Jacinto Budgetary Comparison Schedule - Successor Housing Authority For the Year Ended June 30, 2018 Actual Variance with Original Final Amounts Final Budget REVENUES Intergovernmental 40,213$ 40,213$ 40,213$ -$ Investment earnings 1,625 1,625 33,186 31,561 Other 20,000 20,000 - (20,000) Total revenues 61,838 61,838 73,399 11,561 EXPENDITURES Current: General government 13,000 13,000 1,594 11,406 Total expenditures 13,000 13,000 1,594 11,406 Net change in fund balance 48,838 48,838 71,805 22,967 Fund balance, beginning of year 413,793 413,793 413,793 - Fund balance, end of year 462,631$ 462,631$ 485,598$ 22,967$ Budgeted Amounts 5.2.a Packet Pg. 330 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -72- Required Supplementary Information City of San Jacinto Budgetary Comparison Schedule - LLPD #2 Fund For the Year Ended June 30, 2018 Actual Variance with Original Final Amounts Final Budget REVENUES Assessments 3,047,592$ 3,047,592$ 3,139,552$ 91,960$ Development fees 20,000 20,000 8,534 (11,466) Investment earnings 48,354 48,354 69,454 21,100 Other - - 15,354 15,354 Total revenues 3,115,946 3,115,946 3,232,894 116,948 EXPENDITURES Current: Community development 3,457,860 5,218,404 3,417,585 1,800,819 Total expenditures 3,457,860 5,218,404 3,417,585 1,800,819 Net change in fund balance (341,914) (2,102,458) (184,691) 1,917,767 Fund balance, beginning of year 7,276,761 7,276,761 7,276,761 - Fund balance, end of year 6,934,847$ 5,174,303$ 7,092,070$ 1,917,767$ Budgeted Amounts 5.2.a Packet Pg. 331 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -73- Required Supplementary Information City of San Jacinto Schedule of the City's Proportionate Share of the Plan's Net Pension Liability and Related Ratios as of the Measurement Date - Last 10 Years* For the Year Ended June 30, 2018 Schedule of the City's Proportionate Share of the Plan's Net Pension Liability and Related Ratios as of the Measurement Date Last 10 Years* June 30, 2014 June 30, 2015 June 30, 2016 June 30, 2017 Employer's proportion of the collective net pension liability1 0.18099% 0.19300% 0.18182% 0.17913% Employer's proportionate share of the collective net pension liability 4,473,080$ 5,294,972$ 6,316,067$ 7,061,261$ Employer's covered payroll2 3,036,159$ 2,908,424$ 2,317,063$ 2,804,241$ Employer's proportionate share of the collective net pension liability as a percentage of the employer's covered payroll 147% 182% 273% 252% Pension plan's fiduciary net position as a percentage of the total pension liability 76.82% 73.75% 70.82% 69.75% 1 Proportion of the collective net pension liability represents the plan's proportion of PERF C, which includes both the Miscellaneous and Safety Risk Pools excluding the 1959 Survivors Risk Pool. 2 Covered payroll is defined as the payroll on which contributions to a pension plan are based, in accordance with GASB 82. * Measurement period 2013-14 (fiscal year 2014-15) was the first year of implementation, therefore, only four years are shown. Measurement Date 5.2.a Packet Pg. 332 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -74- Required Supplementary Information City of San Jacinto Schedule of Plan Contributions - Last 10 Years* For the Year Ended June 30, 2018 June 30, 2015 June 30, 2016 June 30, 2017 June 30, 2018 Actuarially determined contribution 640,721$ 613,674$ 691,841$ 738,923$ Contributions in relation to the actuarially determined contribution (640,721) (613,674) (691,841) (738,923) Contribution deficiency (excess) -$ -$ -$ -$ Covered payroll1 2,908,424$ 2,317,063$ 2,804,241$ 3,119,387$ Contributions as a percentage of covered payroll1 22.03% 26.48% 24.67% 23.69% Notes to Schedule: Change in Benefit Terms: None 1 Covered Payroll is defined as the payroll on which contributions to a pension plan are based, in accordance with GASB 82. * Fiscal year 2014-15 was the first year of implementation, therefore, only four years are presented. Fiscal Year Change in Assumptions: In fiscal year 2018, the accounting discount rate was reduced from 7.65% to 7.15% 5.2.a Packet Pg. 333 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, This page left intentionally blank 5.2.a Packet Pg. 334 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, Non-Major Governmental Funds 5.2.a Packet Pg. 335 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -75- City of San Jacinto Combining Balance Sheet Non-Major Funds June 30, 2018 CFD #2003-2 Sewer Lift Gas Tax Measure A Traffic Safety Operations ASSETS Cash and investments 1,093,078$ 389,230$ 93,684$ -$ Receivables, net: Accounts - - - - Taxes and assessments - - - 446 Due from other governments 22,324 209,135 3,488 - Advances receivable - 3,309,208 87,825 - Total assets 1,115,402$ 3,907,573$ 184,997$ 446$ LIABILITIES Accounts payable 2,449$ -$ 4,050$ 157$ Accrued payroll - - - - Due to other funds - - - - Unearned revenue - - - - Total liabilities 2,449 - 4,050 157 DEFERRED INFLOWS OF RESOURCES Unavailable revenue - - - - FUND BALANCES Nonspendable - - - - Restricted 1,112,953 3,907,573 180,947 289 Unassigned - - - - Total fund balances (deficit) 1,112,953 3,907,573 180,947 289 Total liabilities, deferred inflows of resources and fund balances 1,115,402$ 3,907,573$ 184,997$ 446$ Special Revenue Funds 5.2.a Packet Pg. 336 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -76- Continued Park Parkway State Asset Public Safety LLPD #1 Development Development CSA 152 Bus Shelter Seizure Sales Tax 55,589$ 30,840$ 42,165$ 250$ -$ 112,105$ -$ - - - 46,614 - - - 10,865 - - - - - - - - - 204,022 - - 21,261 - - - - - - - 66,454$ 30,840$ 42,165$ 250,886$ -$ 112,105$ 21,261$ 66,454$ -$ -$ 8,377$ -$ -$ -$ - - - - - - - - - - 189,704 - - - - - - 3,771 - - - 66,454 - - 201,852 - - - - - - - - - - - - - - - - - - 30,840 42,165 49,034 - 112,105 21,261 - - - - - - - - 30,840 42,165 49,034 - 112,105 21,261 66,454$ 30,840$ 42,165$ 250,886$ -$ 112,105$ 21,261$ Special Revenue Funds 5.2.a Packet Pg. 337 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -77- City of San Jacinto Combining Balance Sheet Non-Major Funds June 30, 2018 SB 621 AB3229 Gaming Air Quality COPS Fire Impact Improvement Program Mitigation Grants ASSETS Cash and investments 79,145$ -$ 628,758$ 26,725$ Receivables, net: Accounts - - - - Taxes and assessments - - - - Due from other governments 15,778 25,000 - - Advances receivable - - - 39,988 Total assets 94,923$ 25,000$ 628,758$ 66,713$ LIABILITIES Accounts payable 6,000$ -$ -$ -$ Accrued payroll - - - - Due to other funds - - - - Unearned revenue - - - 50,077 Total liabilities 6,000 - - 50,077 DEFERRED INFLOWS OF RESOURCES Unavailable revenue - - - - FUND BALANCES Nonspendable - - - 39,988 Restricted 88,923 25,000 628,758 - Unassigned - - - (23,352) Total fund balances (deficit) 88,923 25,000 628,758 16,636 Total liabilities, deferred inflows of resources and fund balances 94,923$ 25,000$ 628,758$ 66,713$ Special Revenue Funds 5.2.a Packet Pg. 338 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -78- Continued Federal Developer Special District Asset Assessment State Impact AB1600 Administration Seizure District 2003-01 Grants Fees 72,083$ 132,598$ 94,800$ 4,931,674$ -$ 2,319,094$ - - - - - - - - - 15,968 - - - - - - 99,586 - 507,570 - - - - 854,408 579,653$ 132,598$ 94,800$ 4,947,642$ 99,586$ 3,173,502$ -$ -$ -$ -$ -$ -$ - 12,564 - - - - - - - - 99,586 - - - - - 99,586 - - 12,564 - - 199,172 - - - - - - - - - - - - - 579,653 120,034 94,800 4,947,642 - 3,173,502 - - - - (99,586) - 579,653 120,034 94,800 4,947,642 (99,586) 3,173,502 579,653$ 132,598$ 94,800$ 4,947,642$ 99,586$ 3,173,502$ Special Revenue Funds 5.2.a Packet Pg. 339 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, This page left intentionally blank 5.2.a Packet Pg. 340 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -79- City of San Jacinto Combining Balance Sheet Non-Major Funds June 30, 2018 Total Vandalism Special & Graffiti Revenue Reward RMRA CDBG Funds ASSETS Cash and investments 40,553$ -$ -$ 10,142,371$ Receivables, net: Accounts 39,412 - - 86,026 Taxes and assessments - - - 27,279 Due from other governments - 101,576 - 702,170 Advances receivable - 163,704 - 4,962,703 Total assets 79,965$ 265,280$ -$ 15,920,549$ LIABILITIES Accounts payable -$ -$ -$ 87,487$ Accrued payroll - - - 12,564 Due to other funds - - 920 290,210 Unearned revenue - - - 153,434 Total liabilities - - 920 543,695 DEFERRED INFLOWS OF RESOURCES Unavailable revenue 39,412 - - 39,412 FUND BALANCES Nonspendable - - - 39,988 Restricted 40,553 265,280 - 15,421,312 Unassigned - - (920) (123,858) Total fund balances (deficit) 40,553 265,280 (920) 15,337,442 Total liabilities, deferred inflows of resources and fund balances 79,965$ 265,280$ -$ 15,920,549$ Special Revenue Funds 5.2.a Packet Pg. 341 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -80- City of San Jacinto Combining Balance Sheet Non-Major Funds June 30, 2018 Underground Flood Traffic Utility Control Signalization ASSETS Cash and investments 1,112,671$ -$ 9,365$ Receivables, net: Accounts - - - Taxes and assessments - - - Due from other governments - - - Advances receivable - - 180,839 Total assets 1,112,671$ -$ 190,204$ LIABILITIES Accounts payable -$ -$ -$ Accrued payroll - - - Due to other funds - 133,824 - Due to other governments - - - Unearned revenue - - - Total liabilities - 133,824 - DEFERRED INFLOWS OF RESOURCES Unavailable revenue - - - FUND BALANCES Nonspendable - - - Restricted - - - Assigned 1,112,671 - 190,204 Unassigned - (133,824) - Total fund balances (deficit) 1,112,671 (133,824) 190,204 Total liabilities, deferred inflows of resources and fund balances 1,112,671$ -$ 190,204$ Capital Projects 5.2.a Packet Pg. 342 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -81- Continued Debt Service Total Highway 79 TUMF Total Assessment Non-Major Capital Capital Capital Projects District 87-1 Governmental Projects Projects Funds Debt Service Funds 319,506$ -$ 1,441,542$ -$ 11,583,913$ - - - - 86,026 - - - 1,084,259 1,111,538 - 102,289 102,289 - 804,459 - - 180,839 - 5,143,542 319,506$ 102,289$ 1,724,670$ 1,084,259$ 18,729,478$ -$ -$ -$ -$ 87,487$ - - - - 12,564 - 111,380 245,204 308,569 843,983 - - - 144,128 144,128 - - - - 153,434 - 111,380 245,204 452,697 1,241,596 - - - 1,084,259 1,123,671 - - - - 39,988 - - - - 15,421,312 319,506 - 1,622,381 - 1,622,381 - (9,091) (142,915) (452,697) (719,470) 319,506 (9,091) 1,479,466 (452,697) 16,364,211 319,506$ 102,289$ 1,724,670$ 1,084,259$ 18,729,478$ Capital Projects 5.2.a Packet Pg. 343 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -82- City of San Jacinto Combining Statement of Revenues, Expenditures and Changes in Fund Balances Non-Major Funds For the Year Ended June 30, 2018 CFD #2003-2 Sewer Lift Gas Tax Measure A Traffic Safety Operations REVENUES Taxes -$ -$ -$ -$ Assessments - - - 19,636 Fines and forfeitures - - 46,426 - Development fees - - - - Intergovernmental 1,010,668 877,188 188,232 - Investment earnings 10,988 36,591 - 59 Other - - - - Total revenues 1,021,656 913,779 234,658 19,695 EXPENDITURES Current: General government - - - - Public safety - - 40,610 - Public works 1,045,873 27,488 6,448 19,743 Community development - - - - Culture and leisure - - - - Capital outlay - - - - Total expenditures 1,045,873 27,488 47,058 19,743 Excess (deficiency) of revenues over (under) expenditures (24,217) 886,291 187,600 (48) OTHER FINANCING SOURCES (USES) Transfers in - - - - Transfers out - (213,823) (271,604) - Total other financing sources (uses) - (213,823) (271,604) - Net change in fund balances (24,217) 672,468 (84,004) (48) Fund balances, beginning of year 1,137,170 3,235,105 264,951 337 Fund balances, end of year 1,112,953$ 3,907,573$ 180,947$ 289$ Special Revenue Funds 5.2.a Packet Pg. 344 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -83- Continued Park Parkway State Asset Public Safety LLPD #1 Development Development CSA 152 Bus Shelter Seizure Sales Tax -$ -$ -$ -$ -$ -$ 282,322$ 658,951 - - - - - - - - - 457,315 - - - - - - - - - - - - - 216,736 - - - - 318 478 1,573 - 1,156 - - - - - - - - 658,951 318 478 675,624 - 1,156 282,322 3,607 - - - - - - - - - - - 300 - - - - 483,151 740 - - - - - - - - - 655,344 - 1,040 - - - - 89,707 - - - - - - 748,658 - 1,040 483,151 740 300 - (89,707) 318 (562) 192,473 (740) 856 282,322 89,707 - - - 740 - - - - (6,147) (192,473) - - (261,061) 89,707 - (6,147) (192,473) 740 - (261,061) - 318 (6,709) - - 856 21,261 - 30,522 48,874 49,034 - 111,249 - -$ 30,840$ 42,165$ 49,034$ -$ 112,105$ 21,261$ Special Revenue Funds 5.2.a Packet Pg. 345 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -84- City of San Jacinto Combining Statement of Revenues, Expenditures and Changes in Fund Balances Non-Major Funds For the Year Ended June 30, 2018 SB 621 AB3229 Gaming Air Quality COPS Fire Impact Improvement Program Mitigation Grants REVENUES Taxes -$ -$ -$ -$ Assessments - - - - Fines and forfeitures - - - - Development fees - - 9,458 - Intergovernmental 61,277 156,083 - 523 Investment earnings 1,563 679 6,452 485 Other - - - - Total revenues 62,840 156,762 15,910 1,008 EXPENDITURES Current: General government - - - - Public safety - 131,762 - 2,625 Public works 12,000 - - - Community development - - - - Culture and leisure - - - - Capital outlay 152,249 - - - Total expenditures 164,249 131,762 - 2,625 Excess (deficiency) of revenues over (under) expenditures (101,409) 25,000 15,910 (1,617) OTHER FINANCING SOURCES (USES) Transfers in - - - 25,012 Transfers out - - - (523) Total other financing sources (uses) - - - 24,489 Net change in fund balances (101,409) 25,000 15,910 22,872 Fund balances (deficit), beginning of year 190,332 - 612,848 (6,236) Fund balances (deficit), end of year 88,923$ 25,000$ 628,758$ 16,636$ Special Revenue Funds 5.2.a Packet Pg. 346 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -85- Continued Federal Developer Special District Asset Assessment State Impact AB1600 Administration Seizure District 2003-01 Grants Fees -$ -$ -$ -$ -$ -$ - - - 801,865 - - - - - - - - 28,831 - - - - 707,059 - - - - 102,749 - 5,980 - 977 46,348 - 30,297 - 353,774 - - 125 - 34,811 353,774 977 848,213 102,874 737,356 - - - - - - - - - - - - 149 - - 36,292 - 6,130 - 351,989 - - 8,099 59 - - - - - 4,018 - - - - - - 149 351,989 - 36,292 8,099 10,207 34,662 1,785 977 811,921 94,775 727,149 - - - - 77,033 - - - - - (180,443) (190,547) - - - - (103,410) (190,547) 34,662 1,785 977 811,921 (8,635) 536,602 544,991 118,249 93,823 4,135,721 (90,951) 2,636,900 579,653$ 120,034$ 94,800$ 4,947,642$ (99,586)$ 3,173,502$ Special Revenue Funds 5.2.a Packet Pg. 347 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, This page left intentionally blank 5.2.a Packet Pg. 348 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -86- City of San Jacinto Combining Statement of Revenues, Expenditures and Changes in Fund Balances Non-Major Funds For the Year Ended June 30, 2018 Total Vandalism Special & Graffiti Revenue Reward RMRA CDBG Funds REVENUES Taxes -$ -$ -$ 282,322$ Assessments - - - 1,480,452 Fines and forfeitures - - - 503,741 Development fees - - - 745,348 Intergovernmental - 280,819 43,980 2,938,255 Investment earnings - 536 - 144,480 Other 641 - - 354,540 Total revenues 641 281,355 43,980 6,449,138 EXPENDITURES Current: General government - - - 3,607 Public safety - - - 175,297 Public works - - - 1,638,014 Community development - - - 360,147 Culture and leisure - - - 660,402 Capital outlay - - - 241,956 Total expenditures - - - 3,079,423 Excess (deficiency) of revenues over (under) expenditures 641 281,355 43,980 3,369,715 OTHER FINANCING SOURCES (USES) Transfers in - - - 192,492 Transfers out - (16,075) (919) (1,333,615) Total other financing sources (uses) - (16,075) (919) (1,141,123) Net change in fund balances 641 265,280 43,061 2,228,592 Fund balances (deficit), beginning of year 39,912 - (43,981) 13,108,850 Fund balances (deficit), end of year 40,553$ 265,280$ (920)$ 15,337,442$ Special Revenue Funds 5.2.a Packet Pg. 349 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -87- City of San Jacinto Combining Statement of Revenues, Expenditures and Changes in Fund Balances Non-Major Funds For the Year Ended June 30, 2018 Underground Flood Traffic Utility Control Signalization REVENUES Taxes -$ -$ -$ Assessments - - - Fines and forfeitures - - - Development fees - 219,778 3,345 Intergovernmental - 503,837 - Investment earnings 11,464 - 1,985 Other - - - Total revenues 11,464 723,615 5,330 EXPENDITURES Current: General government - - - Public safety - - - Public works - 84,227 8,458 Community development - - - Culture and leisure - - - Capital outlay - - - Total expenditures - 84,227 8,458 Excess (deficiency) of revenues over (under) expenditures 11,464 639,388 (3,128) OTHER FINANCING SOURCES (USES) Transfers in - - - Transfers out - (187,166) - Total other financing sources (uses) - (187,166) - Net change in fund balances 11,464 452,222 (3,128) Fund balances (deficit), beginning of year 1,101,207 (586,046) 193,332 Fund balances (deficit), end of year 1,112,671$ (133,824)$ 190,204$ Capital Projects 5.2.a Packet Pg. 350 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, -88- Continued Debt Service Total Highway 79 TUMF Total Assessment Non-Major Capital Capital Capital Projects District 87-1 Governmental Projects Projects Funds Debt Service Funds -$ -$ -$ -$ 282,322$ - - - - 1,480,452 - - - - 503,741 - - 223,123 - 968,471 - 102,289 606,126 - 3,544,381 - - 13,449 - 157,929 - - - - 354,540 - 102,289 842,698 - 7,291,836 - - - 2,050 5,657 - - - - 175,297 - - 92,685 - 1,730,699 - - - - 360,147 - - - - 660,402 - - - - 241,956 - - 92,685 2,050 3,174,158 - 102,289 750,013 (2,050) 4,117,678 - - - - 192,492 - (85,367) (272,533) - (1,606,148) - (85,367) (272,533) - (1,413,656) - 16,922 477,480 (2,050) 2,704,022 319,506 (26,013) 1,001,986 (450,647) 13,660,189 319,506$ (9,091)$ 1,479,466$ (452,697)$ 16,364,211$ Capital Projects 5.2.a Packet Pg. 351 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, This page left intentionally blank 5.2.a Packet Pg. 352 Attachment: 2018 City of San Jacinto FS - Final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, 5.2.b Packet Pg. 353 Attachment: 2018 City of San Jacinto SAS 114 Letter - final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year The Honorable City Council City of San Jacinto Page 2 Compliance with All Ethics Requirements Regarding Independence The engagement team, others in our firm, as appropriate, our firm, and our network firms have complied with all relevant ethical requirements regarding independence. Qualitative Aspects of the Entity’s Significant Accounting Practice Significant Accounting Policies Management has the responsibility to select and use of appropriate accounting policies. A summary of the significant accounting policies adopted by the City is included in Note 1 to the financial statements. There have been no initial selection of accounting policies and no changes in significant accounting policies or their application during 2018. No matters nave come to our attention that would require us, under professional standards, to inform you about (1) the methods used to account for significant unusual transactions and (2) the effect of significant accounting policies if controversial or emerging areas for which there is a lack of authoritative guidance or consensus. Significant Accounting Estimates Accounting estimates are an integral part of the financial statements prepared by management and are based on management’s knowledge and experience about past and current events, and assumptions about future events. Certain accounting estimates are particularly sensitive because of their significance to the financial statements and because of the possibility that future events affecting them may differ significantly from those expected. The most sensitive estimates affecting the City’s financial statements were: Management’s estimate of the fair value of investments is based on information provided by financial institutions. We evaluated the key factors and assumptions used to develop the fair value of investments in determining that it is reasonable in relation to the financial statements taken as a whole. Management’s estimate of the depreciation expenses is based on historical estimates of each capitalized item’s useful life. We evaluated the key factors and assumptions used to develop the estimated useful lives in determining that it is reasonable in relation to the financial statements taken as a whole. Management’s estimate of the net pension liability and related deferred inflows and outflows is based on actuarial reports provided by independent actuaries. We evaluated the key factors and assumptions used to develop the estimate in determining that it is reasonable in relation to the financial statements taken as a whole. Financial Statement Disclosures Certain financial statement disclosures are particularly sensitive because of their significance to financial statement users. The most sensitive disclosures affecting the financial statements were: The disclosure of the fair value of investments in the notes to the financial statements represents amounts susceptible to market fluctuations. 5.2.b Packet Pg. 354 Attachment: 2018 City of San Jacinto SAS 114 Letter - final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year The Honorable City Council City of San Jacinto Page 3 The disclosure of accumulated depreciation in the notes to the financial statements is based on estimated useful lives which could differ from actual useful lives of each capitalized item. The disclosure of net pension liability and related deferred inflows and outflows in the notes to the financial statements is based on actuarial assumptions. Actual future liabilities may vary from disclosed estimates. The financial statement disclosures are neutral, consistent, and clear. Significant Difficulties Encountered during the Audit We encountered no significant difficulties in dealing with management relating to the performance of the audit. Uncorrected and Corrected Misstatements For purposes of this communication, professional standards require us to accumulate all known and likely misstatements identified during the audit, other than those that we believe are trivial, and communicate them to the appropriate level of management. Further, professional standards require us to also communicate the effect of uncorrected misstatements related to prior periods on the relevant classes of transactions, account balances or disclosures, and the financial statements as a whole and each applicable opinion unit. The attached schedule summarizes uncorrected financial statement misstatements whose effects in the current and prior periods, as determined by management, are immaterial, both individually and in the aggregate, to the financial statements taken as a whole and each applicable opinion unit. Disagreements with Management For purposes of this letter, professional standards define a disagreement with management as a matter, whether or not resolved to our satisfaction, concerning a financial accounting, reporting, or auditing matter, which could be significant to the City’s financial statements or the auditor’s report. No such disagreements arose during the course of the audit. Management Representations We have requested certain written representations from management, which are included in the attached letter dated January 31, 2019. Management’s Consultations with Other Independent Accountants In some cases, management may decide to consult with other accountants about auditing and accounting matters. Management informed us that, and to our knowledge, there were no consultations with other accountants regarding auditing and accounting matters. Other Significant Matters, Findings, or Issues In the normal course of our professional association with the City, we generally discuss a variety of matters, including the application of accounting principles and auditing standards, operating and regulatory conditions affecting the City, and operational plans and strategies that may affect 5.2.b Packet Pg. 355 Attachment: 2018 City of San Jacinto SAS 114 Letter - final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year The Honorable City Council City of San Jacinto Page 4 the risks of material misstatement. None of the matters discussed resulted in a condition to our retention as the City’s auditors. Other Matters We applied certain limited procedures to Management’s Discussion and Analysis, the Schedule of the City’s Proportionate Share of the Plan’s Net Pension Liability and Related Ratios as of the Measurement Date, the Schedule of Plan Contributions, and the budgetary comparison information for the General Fund, and major special revenue funds, which are Required Supplementary Information (RSI) that supplements the basic financial statements. Our procedures consisted of inquiries of management regarding the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We did not audit the RSI and do not express an opinion or provide any assurance on the RSI. We were engaged to report on Supplementary Information, which accompany the financial statements but are not RSI. With respect to this Supplementary Information, we made certain inquiries of management and evaluated the form, content, and methods of preparing the information to determine that the information complies with accounting principles generally accepted in the United States of America, the method of preparing it has not changed from the prior period, and the information is appropriate and complete in relation to our audit of the financial statements. We compared and reconciled the Supplementary Information to the underlying accounting records used to prepare the financial statements or to the financial statements themselves. This report is intended solely for the information and use of the City Council and management of the City and is not intended to be and should not be used by anyone other than these specified parties. Very truly yours, San Bernardino, California January 31, 2019 5.2.b Packet Pg. 356 Attachment: 2018 City of San Jacinto SAS 114 Letter - final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year 5.2.bPacket Pg. 357Attachment: 2018 City of San Jacinto SAS 114 Letter - final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended 5.2.bPacket Pg. 358Attachment: 2018 City of San Jacinto SAS 114 Letter - final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended 5.2.bPacket Pg. 359Attachment: 2018 City of San Jacinto SAS 114 Letter - final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended 5.2.bPacket Pg. 360Attachment: 2018 City of San Jacinto SAS 114 Letter - final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended 5.2.c Packet Pg. 361 Attachment: 2018 City of San Jacinto GAS - final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, The Honorable City Council City of San Jacinto Page 2 Compliance and Other Matters As part of obtaining reasonable assurance about whether the City’s financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the entity’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the entity’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose. San Bernardino, California January 31, 2019 5.2.c Packet Pg. 362 Attachment: 2018 City of San Jacinto GAS - final (Annual Financial Report, SAS 114 Report and GAS Report for the Fiscal Year Ended June 30, February 19, 2019 TO: City Council REQUESTED BY: Angela Walton, City Clerk APPROVED BY: Robert A. Johnson, City Manager SUBJECT: Planning Commission Ad Hoc Committee RECOMMENDATION: Staff recommends that the City Council appoint one of the candidates that were interviewed on February 12, 2019 by the Planning Commission Ad Hoc Committee to fill the unexpired term of Jerry Mossbarger that will expire on January 31, 2022. DISCUSSION: Former Planning Commissioner Jerry Mossbarger submitted his resignation from Planning Commission effective January 31, 2019, leaving an unexpired term which will end on January 31, 2022. According to San Jacinto Municipal Code Chapter 2.32, if a vacancy in the membership of the Planning Commission occurs otherwise than expiration of term, it shall be filled by appointment for the unexpired portion of the term. In accordance with the Maddy Act, the City posted the required notice of vacancy within 20 days of the vacancy occurring, as well as left the posting up for at least 10 d ays to provide members of the public the opportunity to apply for the position. The City Clerk posted the notice of vacancy on the City’s website as well as other locations directed by City Council. Applications were accepted from January 28 – February 7, 2019. Six applications were received. The Ad Hoc Committee consisted of Mayor Pro Tem Andrew Kotyuk and Councilmember Crystal Ruiz. The Ad Hoc Committee will make a recommendation for one person to be appointed at the February 19, 2019 City Council meeting. The unexpired term to which this person will be appointed will expire on January 31, 2022. FISCAL IMPACT: None. 5.3 Packet Pg. 363