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HomeMy WebLinkAboutAgenda - Agenda Packets - Regular Meeting 12/2/2014 AGENDA JOINT REGULAR MEETING OF THE SAN JACINTO CITY COUNCIL AND THE SUCCESSOR AGENCY TO THE CITY OF SAN JACINTO REDEVELOPMENT AGENCY December 2, 2014, 6:30 p.m. 625 South Pico Avenue San Jacinto Community Center, San Jacinto, CA 92583 1. ORGANIZATION 1.1 Call to Order 1.2 Roll Call 1.3 Invocation 1.4 Pledge of Allegiance 1.5 Special Presentations 1.6 MAYOR/COUNCIL MEMBER REPORTS/COMMENTS 2. JOINT CONSENT CALENDARS The matters listed under Consent Calendars are considered routine and will be enacted by one motion by City Council Members in the form listed. There will be no separate discussion on these items prior to the motion unless members of the City Council, staff or the public requests a specified item be removed and/or discussed. If an item is pulled, it will be heard after the balance of the Consent Calendar has been voted on. 2.1 CONSENT CALENDAR - CITY COUNCIL 2.1.1 Waiver of Full Reading of Ordinance(s), and Reading by Title Only / Approve / City Clerk, City Attorney 2.1.2 Special Tax Annual Reporting / Approve / Finance Director 2.1.3 Minutes of the Regular Meeting held on November 18, 2014 / Approve / City Clerk 2.1.4 Resolution No. 3544 / A Resolution Certifying the results of the November 4, 2014 Consolidated Regular Municipal Election / Approve / City Clerk 2.1.5 Treasurer's Report at October 31, 2014 / Approve / City Treasurer City Council Agenda December 2, 2014 Page 2 of 3 2.1.6 Resolution of Intention to Annex Territory Known as Circle K into Community Facilities District No. 2003-1 and to Authorize the Levy of Special Taxes Therein / Approve / City Manager, City Attorney 2.2 CONSENT CALENDAR - SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN JACINTO 3. OATH OF OFFICE FOR SCOTT MILLER AND ALONZO LEDEZMA FOR CITY COUNCIL 4. CITY COUNCIL REORGANIZATION 5. PUBLIC COMMENTS 6. PUBLIC HEARING 6.1 First Reading of Ordinance No. 14-13 Adopting Development Agreement No. 2-14 between the City of San Jacinto and TOWER INVESTMENTS LLC., a Delaware Limited Liability Company / Approve / Consultant 7. STAFF REPORTS At the end of the scheduled City Department items, anyone wishing to discuss a consent calendar item should come forward upon invitation of the Mayor; state their name, address, and the consent calendar item number pulled. Speakers should limit comments to three (3) minutes. 7A Lease Agreement with Family Services Association of W estern Riverside County / Approve / City Manager 8. CLOSED SESSION 8.1 CLOSED SESSION - CITY COUNCIL 8.2 CLOSED SESSION - SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN JACINTO 9. ADJOURNMENT If you challenge any action of the City Council in court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice, or in written correspondence delivered to the City Council (c/o the City Clerk) at, or prior to, the public hearing. CHALLENGE TO LAND USE DECISIONS: Any person seeking to challenge a decision regarding land use made by the City Council as a result of a proceeding in which by law a hearing is required to be given, shall be required to commence that action 90 days following the date on which the decision of the City Council City Council Agenda December 2, 2014 Page 3 of 3 becomes final as provided in Code of Civil Procedure Section 1094.6. Please refer to Code of Civil Procedure Section 1094.6 to determine how to calculate when a decision becomes final. It is the intention of the City of San Jacinto to comply with the Americans with Disabilities Act (ADA) in all respects. If, as an attendee or a participant at this meeting, or in meetings on a regular basis, you will need special assistance beyond what is normally provided, the City will attempt to accommodate you in every reasonable manner. Please contact City Hall at (951) 537-6358, at least 48 hours prior to the meeting to inform us of your particular needs and to determine if accommodation is feasible. Any writing related to an agenda item for an open session of a regular meeting of the City Council that is distributed less than 72 hours prior to the meeting will be made available for public inspection at the City Clerk's office, located at 595 South San Jacinto Avenue, San Jacinto, California, and at the regular meeting location - City of San Jacinto Community Center, 625 South Pico Avenue, San Jacinto, California - at the time the writing is distributed to a majority of the City Council DOCUMENTS RELATED TO OPEN SESSION AGENDAS (SB 343) -- 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 I, Richard Miller, City Clerk of the City of San Jacinto, do hereby certify that I caused to be posted the foregoing agenda this 26th Day of November, 2014, as required by law. Richard Miller, City Clerk December 2, 2014 TO: The Honorable Mayor and Members of the City Council FROM: Rick Miller, City Clerk Jeff Ballinger, City Attorney SUBJECT: Waiver of Full Reading of Ordinance(s), and Reading by Title Only RECOMMENDATION: Staff recommends that the City Council, by motion, waive the full reading of any and all ordinances on this meeting’s agenda, and authorize their reading by title only. BACKGROUND: Government Code Section 36934 requires that all ordinances shall be read in full either at the time of their introduction or their passage. However, Government Code Section 36934 allows the waiver of this requirement by regular motion adopted by majority vote if the title of the ordinance is read. This waiver can be accomplished at the time of each ordinance action, or as a standing waiver, accomplished as a consent calendar motion. In order to stream-line the process for the passage of ordinances, the City Attorney and staff propose the second option, which is the waiver of any and all ordinances on this agenda. ALTERNATIVES: Approval: Approve the addition of the attached language to all future agendas of the City Council, thus waiving the full reading of all future ordinances. Denial: Do not approve the agenda language and, instead, before the passage of any ordinance and after the reading of its title, make a motion that must be adopted by majority vote that allows a waiver of the full reading. FISCAL IMPACT: None PACKET PAGE: 1 AGENDA ITEM 2.1.1 December 2, 2014 TO: The Honorable Mayor and Members of the City Council FROM: Tom Prill, Finance Director SUBJECT: Special Tax Annual Reporting RECOMMENDATION: Receive and File. This item is for informational purposes only. DISCUSSION: Senate Bill 165, filed with the Secretary of State on September 19, 2000, enacted the Local Agency Special Tax and Bond Accountability Act (the “Act”). This Act, which applies to the City’s Community Facilities Districts (CFD) adopted on or after January 1, 2001, requires that an annual report be filed with the City Council outlining the funds collected and expended. Some of the requirements of the Act are handled at the formation of the Special Tax District and others are handled through annual reports. This Section of this report intends to comply with Section 50075.3 or Section 53411 of the California Government Code that states: “The chief fiscal officer of the issuing local agency shall file a report with its governing body no later than January 1, 2002, and at least once a year thereafter. The annual report shall contain all of the following: a. The amount of funds collected and expended. b. The status of any project required or authorized to be funded as identified in subdivision (a) of Section 50075.1 or Section 53410.” As noted on the attached reports, the City has four CFDs at this time which fall under the Act’s reporting requirements: CFD No. 2003-1 operating fund, CFD No. 2003-2 operating fund, CFD No. 2 bond proceeds and CFD No. 2002-1 operating fund. FISCAL IMPACT: None ATTACHMENTS: Community Facilities District No. 2003-1 Operating Fund Community Facilities District No. 2003-2 Sewer Lift Operations Fund Community Facilities District No. 2002-1 Special Tax Bonds 2002 Series A Community Facilities District No. 2 Special Tax Refunding Bonds 2002 Series A PACKET PAGE: 3 AGENDA ITEM 2.1.2 CFD No. 2003-1 (Public Safety) Funds Senate Bill 165, filed with the Secretary of State on September 19, 2000, enacted the Local Agency Special Tax and Bond Accountability Act. This Act requires that any local special tax or local bond measure subject to voter approval contain a statement indicating the specific purposes of the special tax, require that the proceeds of the special tax be applied to those purposes, require the creation of an account into which the proceeds shall be deposited, and require an annual report containing specified information concerning the use of the proceeds. The Act only applies to any local special tax measure or local bond measure adopted on or after January 1, 2001 in accordance with Section 50075.1 or Section 53410 of the California Government Code. Some of the requirements of the Act are handled at the formation of the Special Tax District and others are handled through annual reports. This Section of this report intends to comply with Section 50075.3 or Section 53411 of the California Government Code that states: “The chief fiscal officer of the issuing local agency shall file a report with its governing body no later than January 1, 2002, and at least once a year thereafter. The annual report shall contain all of the following: (a) The amount of funds collected and expended. (b) The status of any project required or authorized to be funded as identified in subdivision (a) of Section 50075.1 or Section 53410.” The requirements of the Act apply to the Operating Fund of Community Facilities District No. 2003-1. Purpose of Special Tax The types of services funded by the Special Tax A of Community Facilities District No. 2003-1 (the “District”) include fire protection, fire suppression, and police protection. Collections & Expenditures – (Accumulative) Fund Total Amount Collected (1) 06/30/2014 Balance Amount Expended (1) Service Status CFD No. 2003-1 Operating Fund $13,188,757.85 $0.00 $13,188,757.85 Ongoing (1) Represents amount levied since formation of the District minus delinquencies for 2010/11 through 2013/14 fiscal years. PACKET PAGE: 5 AGENDA ITEM 2.1.2 CFD 2003-2 (Sewer Lift) Funds Senate Bill 165, filed with the Secretary of State on September 19, 2000, enacted the Local Agency Special Tax and Bond Accountability Act. This Act requires that any local special tax or local bond measure subject to voter approval contain a statement indicating the specific purposes of the special tax, require that the proceeds of the special tax be applied to those purposes, require the creation of an account into which the proceeds shall be deposited, and require an annual report containing specified information concerning the use of the proceeds. The Act only applies to any local special tax measure or local bond measure adopted on or after January 1, 2001 in accordance with Section 50075.1 or Section 53410 of the California Government Code. Some of the requirements of the Act are handled at the formation of the Special Tax District and others are handled through annual reports. This Section of this report intends to comply with Section 50075.3 or Section 53411 of the California Government Code that states: “The chief fiscal officer of the issuing local agency shall file a report with its governing body no later than January 1, 2002, and at least once a year thereafter. The annual report shall contain all of the following: (a) The amount of funds collected and expended. (b) The status of any project required or authorized to be funded as identified in subdivision (a) of Section 50075.1 or Section 53410.” The requirements of the Act apply to the Operating Fund of Community Facilities District No. 2003-2. Purpose of Special Tax The types of facilities and services provided and financed by Community Facilities District No. 2003-2 (the “District”) include the maintenance of sewer facilities, such as the furnishing of services and materials for ordinary and usual maintenance and operation and the servicing of such sewer facilities, including, but not limited to the repair, removal, or replacement of all or any part of any improvement. Collections & Expenditures – (Accumulative) Fund Total Amount Collected 06/30/2014 Balance Amount Expended Service Status Sewer Lift Operations Fund $164,734.79 $0.00 $164,734.79 Ongoing PACKET PAGE: 6 AGENDA ITEM 2.1.2 CFD 2002-1 (Rancho San Jacinto Phase 2) Funds Senate Bill 165 enacted the Local Agency Special Tax and Bond Accountability Act. This Act requires that any local special tax/local bond measure subject to voter approval contain a statement indicating the specific purposes of the special tax, require that the proceeds of the special tax be applied to those purposes, require the creation of an account into which the proceeds shall be deposited, and require an annual report containing specified information concerning the use of the proceeds. The Act only applies to bonds issued on or after January 1, 2001 in accordance with Section 53410 of the California Government Code. Some of the requirements of the Act are handled at the formation (bond issuance) of the Special Tax District and others are handled through annual reports. This Report intends to comply with Section 53411 of the California Government Code that states: “The chief fiscal officer of the issuing local agency shall file a report with its governing body no later than January 1, 2002, and at least once a year thereafter. The Annual report shall contain all of the following: (a) The amount of funds collected and expended. (b) The status of any project required or authorized to be funded as identified in subdivision (a) of Section 53410.” The requirements of the Act apply to the bond proceeds of Community Facilities District No. 2002-1 (Rancho San Jacinto Phase 2) dated October 10, 2002. Purpose of Special Tax The City Council of the City of San Jacinto (“City Council”) adopted Resolution #1797 to form Community Facilities District No. 2 (“CFD No. 2”) (adopted January 3, 1989) and to issue bonds. On May 1, 1989, special tax bonds totaling $26,000,000.00 were issued to finance improvements within the District. On October 10, 2002, CFD 2002-1 (Rancho San Jacinto Phase 2) bonds were issued to redeem a portion of the outstanding CFD No. 2 special tax bonds (1989). Proceeds from the bonds issued for CFD 2002-1 (Rancho San Jacinto Phase 2) were used to satisfy the outstanding special tax liens for CFD No. 2. Proceeds of the refunded CFD No. 2 bonds (1989) were used to finance the construction and/or acquisition of certain street improvements, including grading, paving, curbs, gutters and sidewalks, together with street lighting, drainage facilities, landscaping, sanitary sewer, water reservoir and pump facilities and utility facilities. In addition to the improvements within the District boundaries, other improvements lying outside of the District were included in the project since they were necessary to the functioning of the District improvements. These offsite improvements included certain street improvements, water supply and transmission facilities, sewer pipeline, grading, drainage facilities and public utilities. Reporting Requirements Fund Initial Deposit 06/30/2014 Balance Expended Amount Status Cost of Issuance Fund $402,121.92 0.00 $402,121.92 Fund Closed PACKET PAGE: 7 AGENDA ITEM 2.1.2 CFD 2A Series 2002 Funds Senate Bill 165 enacted the Local Agency Special Tax and Bond Accountability Act. This Act requires that any local special tax/local bond measure subject to voter approval contain a statement indicating the specific purposes of the special tax, require that the proceeds of the special tax be applied to those purposes, require the creation of an account into which the proceeds shall be deposited, and require an annual report containing specified information concerning the use of the proceeds. The Act only applies to bonds issued on or after January 1, 2001 in accordance with Section 53410 of the California Government Code. Some of the requirements of the Act are handled at the formation (bond issuance) of the Special Tax District and others are handled through annual reports. This Report intends to comply with Section 53411 of the California Government Code that states: “The chief fiscal officer of the issuing local agency shall file a report with its governing body no later than January 1, 2002, and at least once a year thereafter. The Annual report shall contain all of the following: (a) The amount of funds collected and expended. (b) The status of any project required or authorized to be funded as identified in subdivision (a) of Section 53410.” The requirements of the Act apply to the bond proceeds of Community Facilities District No. 2 Special Tax Refunding Bonds 2002 Series A dated October 10, 2002. Purpose of Special Tax The City Council of the City of San Jacinto (“City Council”) adopted Resolution #1797 to form Community Facilities District No. 2 (“CFD No. 2”) (adopted January 3, 1989) and to issue bonds. On May 1, 1989, special tax bonds totaling $26,000,000.00 were issued to finance improvements within the District. On October 10, 2002, CFD 2A Series 2002 bonds were issued to redeem a portion of the outstanding CFD No. 2 special tax bonds (1989). Proceeds from the bonds issued for CFD 2A Series 2002 were used to satisfy the outstanding special tax liens for CFD No. 2. Proceeds of the refunded CFD No. 2 bonds (1989) were used to finance the construction and/or acquisition of certain street improvements, including grading, paving, curbs, gutters and sidewalks, together with street lighting, drainage facilities, landscaping, sanitary sewer, water reservoir and pump facilities and utility facilities. In addition to the improvements within the District boundaries, other improvements lying outside of the District were included in the project since they were necessary to the functioning of the District improvements. These offsite improvements included certain street improvements, water supply and transmission facilities, sewer pipeline, grading, drainage facilities and public utilities. Reporting Requirements Fund Initial Deposit 06/30/2014 Balance Expended Amount Status Improvement Fund $832,000.00 $0.00 $832,000.00 Project Completed Cost of Issuance Fund 982,040.00 0.00 982,040.00 Fund Closed Refunding Fund 8,202,381.70 0.00 8,202,381.70 Fund Closed Reserve Fund 748,800.00 768,847.42 0.00 Fund Closed 9/2014 PACKET PAGE: 8 AGENDA ITEM 2.1.2 December 2, 2014 TO: The Honorable Mayor and Members of the City Council FROM: Rick Miller, City Clerk SUBJECT: Minutes of the Regular Meeting held on November 18, 2014 RECOMMENDATION: Staff recommends that the City Council, by motion, approve the draft minutes of the Regular Meeting held November 18, 2014. ATTACHMENTS · Minutes of November 18, 2014 - Draft PACKET PAGE: 9 AGENDA ITEM 2.1.3 ACTION MINUTES JOINT REGULAR MEETING OF THE SAN JACINTO CITY COUNCIL AND THE SUCCESSOR AGENCY TO THE CITY OF SAN JACINTO REDEVELOPMENT AGENCY November 18, 2014, 6:30 p.m. 625 S. Pico Ave San Jacinto Community Center, San Jacinto, CA 92583 1. ORGANIZATION 1.1 Call to Order Mayor Alonso Ledezma called the Regular Meeting of the San Jacinto City Council and the Successor Agency to the City of San Jacinto Redevelopment Agency to order at 6:30 p.m. 1.2 Roll Call Present: Bartel, Kotyuk, Miller, Ruiz, Ledezma Absent: None 1.3 Invocation Pastor Gene Levell gave the invocation. 1.4 Pledge of Allegiance Fire Chief Dave Fulcher led the Pledge of Allegiance 1.5 Special Presentations None 1.6 MAYOR / COUNCIL MEMBER REPORTS / DISCUSSIONS Councilmember’s gave their reports. 2. PUBLIC COMMENTS: Public Speakers: o Mildred Riquelme o Barbara Naugh o Cecil & Esther Applegate o Lenny Pepper & Tim Miotti o Tom Donahue o Linda Nunez PACKET PAGE: 11 AGENDA ITEM 2.1.3 Mayor’s Agenda November 18, 2014 _______________________________________________________________________________________Page 2 of 4 3. CONSENT CALENDAR 3A CONSENT CALENDAR - CITY COUNCIL 3A.1 Continuance of the Proclamation of the Local State of Emergency due to the Severe Winter Storms that began on April 29, 2014 / Approve / City Clerk 3A.2 Waiver of Full Reading of Ordinance(s), and Reading by Title Only / Approve / City Clerk, City Attorney 3A.3 Warren Road Rehabilitation Project - Adopt the Plans & Specifications and Authorize Bid Advertisement / Approve / City Engineer 3A.4 Minutes of November 4, 2014 - Special Meeting / Approve / City Clerk 3A.5 Warrants and Disbursements - October 2014 / Approve / Finance Director M/S/C (Bartel / Ruiz) moved to pull item 3A.5 and approve the balance of the Consent Calendar. Motion carried 5/0. Ayes: Bartel, Kotyuk, Miller, Ruiz, Ledezma Nays: None Absent: None Abstain: Miller from item 3A.4, Kotyuk from 3A.4 line items 110246, 110454 & 110475 3A.5 Warrants and Disbursements - October 2014 / Approve / Finance Director M/S/C (Miller / Ruiz) - Approve warrants with Andrew’s abstentions on items 110246 110454 and 110475 and not renew membership for 2015 to either Chamber of Commerce. Motion carried 5/0 Ayes: Bartel, Kotyuk, Miller, Ruiz, Ledezma Nays: None Absent: None Abstain: None PACKET PAGE: 12 AGENDA ITEM 2.1.3 Mayor’s Agenda November 18, 2014 _______________________________________________________________________________________Page 3 of 4 4. PUBLIC HEARING None 5. STAFF REPORTS 5.1 Street Sweeping Parking Enforcement Program Assistant City Manager Mike Emberton presented the Staff Report M/S/C (Bartel / Kotyuk) Moved to approve the item as presented. Motion carried 5/0. Ayes: Bartel, Kotyuk, Miller, Ruiz, Ledezma Nays: None Absent: None Abstain: None 5.2 Ordinance 14-12 / Recovery of Emergency Medical Services Response Costs for Emergency Medical Services Response Rendered by Firefighters, Paramedics, and Other Emergency Responders City Manager Tim Hults presented the Staff Report. Public Comment: · Beverly Griggs By unanimous consensus, this item was tabled to a future meeting. 5.3 Issuance of Request for Proposal for Towing Services Options Assistant City Manager Emberton presented the Staff Report. He requested that the City Council appoint an Ad-Hoc committee to review proposals. Public Comments: § Eric Gosch § David Clark § Eduardo Romo § Oscar Romo § Jose Romo By unanimous consensus the City Council gave direction to move forward with an Ad Hoc committee to discuss the request for proposal for Towing Services Options. PACKET PAGE: 13 AGENDA ITEM 2.1.3 Mayor’s Agenda November 18, 2014 _______________________________________________________________________________________Page 4 of 4 5.4 Request Direction for Use of Community Development Block Grant Funds for Program Years 2015/16 and 2016/17 Development Director Sharon Paisley presented the Staff Report M/S/C (Kotyuk / Bartel) Moved to request the full amount of CDBG money for Fiscal years 15/16 and 16/17 for pavement management with matching funds coming from Measure A, with the possibility of amending the request based on the city’s budget. Motion carried 5/0. Ayes: Bartel, Kotyuk, Miller, Ruiz, Ledezma Nays: None Absent: None Abstain: None 6. CLOSED SESSION – NO CLOSED SESSION 6.1 CLOSED SESSION - CITY COUNCIL 6.2 CLOSED SESSION - SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN JACINTO 7. ADJOURNMENT With no further business before the City Council, Mayor Alonso Ledezma adjourned the Regular Meeting of the City Council at 9:02 p.m. City of San Jacinto ______________________ Alonso Ledezma, Mayor ATTEST: ___________________ Richard Miller, City Clerk Approved as read: ____________ Approved as amended: ________ PACKET PAGE: 14 AGENDA ITEM 2.1.3 December 2, 2014 TO: The Honorable Mayor and Members of the City Council FROM: Rick Miller, City Clerk SUBJECT: Resolution No. 3544 / A Resolution Certifying the results of the November 4, 2014 Consolidated Regular Municipal Election RECOMMENDATION: Staff recommends that the council approve and adopt the resolution declaring the results of the November 4, 2014 Consolidated Regular Municipal Election and such other matters as provided by law. BACKGROUND: The Elections Code provides that the City Council must adopt the resolution "no later than the next regularly scheduled city council meeting following the presentation of the 28-day canvass of the returns, or at a special meeting called for that purpose". FISCAL IMPACT: None ATTACHMENTS: · Resolution No. 3544 (canvass attached as exhibit “A”) · City Clerk Certificate of Election PACKET PAGE: 15 AGENDA ITEM 2.1.4 STATE OF CALIFORNIA ) RESOLUTION NO. 3544 COUNTY OF RIVERSIDE) ss CITY OF SAN JACINTO ) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JACINTO, CALIFORNIA, RECITING THE FACTS OF THE CONSOLIDATED REGULAR MUNICIPAL ELECTION CONDUCTED ON NOVEMBER 4, 2014 AND DECLARING THE RESULTS OF SAID ELECTION WHEREAS, the City of San Jacinto consolidated its general municipal election on November 4, 2014, as designated by the Resolution Nos. 3509 and 3510; and WHEREAS, on November 21, 2014, the Riverside County Registrar of Voters certified the results of the canvass for the November 4, 2014 consolidated regular and special elections to the San Jacinto City Clerk, as required by state law; and WHEREAS, the results of said certified canvass are attached hereto as Exhibit A and incorporated by reference herein; and WHEREAS, the City Clerk has certified the results of the regular election to the City Council, pursuant to Elections Code 10262. NOW, THEREFORE, BE IT RESOLVED, determined and ordered by the City Council of the City of San Jacinto, that at this time the City Council desires to declare the results of the election, pursuant to California Elections Code 10264 and 10265: SECTION 1. Recitals. The above recitals are all true and correct. SECTION 2. Declaration of Election Results. This City Council does hereby declare, pursuant to Elections Code sections 10264, 10263, and 10265, the following results of the consolidated regular election of November 4, 2014: Whole number of votes cast in City of San Jacinto: 5,615 City of San Jacinto - Member, City Council JAMES D PANGRAZZI 1082 ALONSO LEDEZMA 1955 BRANDON BROADWELL 1743 SCOTT MILLER 2186 STEVE DI MEMMO 1530 PACKET PAGE: 17 AGENDA ITEM 2.1.4 SECTION 3. Declaration of Persons Elected. This City Council does hereby declare the following persons elected to the three (3) City Councilmember positions and one (1) City Treasurer position: CITY COUNCIL: ALONSO LEDEZMA SCOTT MILLER SECTION 4. Declaration of Ballot Measure. This City Council does hereby declare the following results of Ballot Measure CC: Whole number of votes cast: 5,615 Measure CC – City of San Jacinto YES 2608 NO 2858 Total 5,466 SECTION 5. The City Clerk shall certify to the approval and adoption of this Resolution and enter it into the book of original Resolutions. PASSED, APPROVED, and ADOPTED this 2ND day of December, 2014, by the following vote: Ayes: Nays: Absent: Abstain: City of San Jacinto _____________________________ Alonso Ledezma, Mayor ATTEST: ______________________________ Richard Miller, City Clerk APPROVED AS TO FORM: Best, Best & Krieger, LLP ______________________________ Jeffrey S. Ballinger, City Attorney PACKET PAGE: 18 AGENDA ITEM 2.1.4 STATE OF CALIFORNIA) COUNTY OF RIVERSIDE) ss CITY OF SAN JACINTO) CERTIFICATION I, Richard Miller, City Clerk of the City of San Jacinto, do hereby certify that the foregoing Resolution No. 3544 was duly passed and adopted at a regular meeting of the City on the 2nd day of December, 2014 by the following vote: Ayes: Nays: Absent: Abstain: City of San Jacinto _________________________ Richard Miller, City Clerk PACKET PAGE: 19 AGENDA ITEM 2.1.4 Exhibit A Certified Canvass PACKET PAGE: 20 AGENDA ITEM 2.1.4 PACKET PAGE: 21 AGENDA ITEM 2.1.4 PACKET PAGE: 22 AGENDA ITEM 2.1.4 PACKET PAGE: 23 AGENDA ITEM 2.1.4 PACKET PAGE: 24 AGENDA ITEM 2.1.4 December 2, 2014 TO: The Honorable Mayor and Members of the City Council FROM: Kaleena Richards, City Treasurer SUBJECT: Treasurer’s Report at October 31, 2014 RECOMMENDATION: Receive and File Treasurer’s Report for October 31, 2014. BACKGROUND: The Treasurer’s Report is required to be presented to the governing body at least quarterly in accordance with California Government Code Section 53600 et. seq. DISCUSSION: Total Cash and City Investments decreased 0.29% during the month. This includes cash, cash in bank and cash with trustee. The attached Treasurer’s report is a “snapshot” report of our cash position on the last day of the month in all of our accounts. A section demonstrating compliance with the adopted Investment Policy, a schedule of CDs, and a chart depicting historical interest rates for certain positions is also included. Detailed statements of investments from Chandler Asset Management and BLX Group have also been included. Also attached is a “Memorandum” from BLX Group regarding the downgrade of Dell bonds held as investments. Please read this document, as it explains an exception to the adopted Investment Policy. Although this is an exception currently, it was in compliance with our Policy when purchased. The downgrade does affect the investment’s market value, so if the investment were to be sold today, it would be sold at a significant loss. FISCAL IMPACT: None. ATTACHMENTS: Treasurer’s Report for the month ending October 31, 2014. PACKET PAGE: 25 AGENDA ITEM 2.1.5 PACKET PAGE: 27AGENDA ITEM 2.1.5 PACKET PAGE: 28AGENDA ITEM 2.1.5 - 0.500 1.000 1.500 2.00011/1112/111/122/123/124/125/126/127/128/129/1210/1211/1212/121/132/133/134/135/136/137/138/139/1310/1311/1312/131/142/143/144/145/146/147/148/149/1410/14Interest Rates - 11/11 to 10/14LAIFCAMPLAMMA-BoHMMA-RaboPIMMA-RaboPACKET PAGE: 29 AGENDA ITEM 2.1.5 Monthly Account Statement +(314)-418-3441 Linda Brimm US Bank CustodianChandler Team For questions about your account, please call (800) 317-4747 or Email operations@chandlerasset.com City of San Jacinto October 1, 2014 through October 31, 2014 Information contained herein is confidential. We urge you to compare this statement to the one you receive from your qualified custodian. Prices are provided by IDC, an independent pricing source. 6225 Lusk Boulevard | San Diego, CA 92121 | Phone 800.317.4747 | Fax 858.546.3741 | www.chandlerasset.comPACKET PAGE: 30AGENDA ITEM 2.1.5 Execution Time: 11/4/2014 11:28:44 AMChandler Asset Management - CONFIDENTIAL Page 1 Cont/WD -947 Income Earned 6,354 6,168 Cost Value 10,185,664 10,190,645 Book Value 10,076,280 10,082,888 Par 9,999,481 10,010,396 Market Value 10,079,910 10,101,214 Total Market Value 10,111,360 10,131,276 Accrued Interest 31,450 30,062 ACCOUNT SUMMARY Beg. Values as of 9/30/14 End Values as of 10/31/14 74.2 % Apple Inc 2.0 % Bank of Tokyo-Mit UFJ 2.0 % Berkshire Hathaway 2.0 % Federal Farm Credit Bank 9.8 % Federal Home Loan Mortgage Corp 12.2 % Federal Home Loan Bank 12.7 % Federal National Mortgage Assoc 14.9 % Government of United States 18.6 % TOP ISSUERS Issuer % Portfolio Average S&P/Moody Rating AA/Aa1 Average Market YTM 0.61 % Average Life 1.70 yrs Average Final Maturity 1.77 yrs Average Purchase YTM 0.76 % Average Duration 1.67 Average Coupon 1.34 % PORTFOLIO CHARACTERISTICS CREDIT QUALITY (S&P)MATURITY DISTRIBUTIONSECTOR ALLOCATION 1-3 Year Govt/A Rated or better Corporate 0.27 %0.37 %0.81 %0.80 %N/A N/A N/A 0.85 %2.00 % 1-3 yr Treasury 0.27 %0.39 %0.72 %0.67 %N/A N/A N/A 0.60 %1.41 % City of San Jacinto 0.21 %0.32 %0.76 %0.69 %N/A N/A N/A 0.68 %1.58 % PERFORMANCE REVIEW Total Rate of Return Current Latest Year Annualized Since As of 10/31/2014 Month 3 Months To Date 1 Yr 3 Yrs 5 Yrs 10 Yrs 6/30/2012 6/30/2012 Portfolio Summary As of 10/31/2014 City of San Jacinto Account #10167 PACKET PAGE: 31AGENDA ITEM 2.1.5 Category Standard CommentLocal Agency Bonds No Limitation; BBB rated equivalent by a NRSROCompliesTreasury Issues No Limitation CompliesAgency Issues No Limitation CompliesBanker’s Acceptances 40% maximum; <180 days maturity; A-1 rated equivalent by at least two NRSROsComplies Commercial Paper 25% maximum; <270 days maturity; A-1 rated equivalent by at least two NRSROsCompliesNegotiable Certificates of Deposit 30% maximum; A rated equivalent by at least two NRSROsComplies Medium Term Notes 30% maximum; A rated equivalent by at least two NRSROsCompliesMoney Market Mutual Funds 20% maximum; AAA rated by at least two NRSROsCompliesMortgage Pass-throughs, CMOs and Asset Backed Securities20% maximum; AA-rated issue; A-rated issuerComplies Local Agency Investment Fund - L.A.I.F. Currently not used by investment adviser CompliesProhibited Securities Inverse floaters; Ranges notes, Interest-only strips from mortgaged backed securities; Zero interest accrual securitiesCompliesIssuer Maximum 5% per issuer for all non-government issuersCompliesMaximum maturity 5 years Complies City of San JacintoOctober 31, 2014COMPLIANCE WITH INVESTMENT POLICY Assets managed by Chandler Asset Management are in full compliance with State law and with the City's investment policy.PACKET PAGE: 32 AGENDA ITEM 2.1.5 Execution Time: 11/4/2014 11:28:44 AMChandler Asset Management - CONFIDENTIAL Page 3 - Other Dispositions $0.00 - Maturites $320,000.00 - Calls $0.00 - MMF Withdrawals $947.17 +/- Realized Gain/Loss $0.00 - Security Transfers $0.00 +/- Net Accretion ($4,826.89) ($4,826.89) Gain/Loss on Dispositions - Principal Paydowns $21,591.42 Total Dispositions $723,759.45 Amortization/Accretion + Security Purchases $380,520.86 + Money Market Fund Purchases $354,673.93 + Money Market Contributions $0.00 - Security Withdrawals $0.00 $0.00 Acquisition Dispositions - Security Sales $0.00 - Money Market Fund Sales $381,220.86 + Security Contributions $0.00 + Security Transfers $0.00 Total Acquisitions $735,194.79 Ending Book Value $10,082,888.17 BOOK VALUE RECONCILIATION Beginning Book Value $10,076,279.72 Interest from Calls/Redemption $0.00 Principal Paydown $21,591.42 Accrued Interest Paid $700.00 Calls/Redemption (Principal)$0.00 Withdrawals $947.17 Security Purchase $380,520.86 Total Acquisitions $354,673.93 Disposition Principal on Maturities $320,000.00 Acquisition Contributions $0.00 Interest on Maturities $0.00 Total Dispositions $382,168.03 Interest Received $13,082.27 Dividend Received $0.24 Security Sale Proceeds $0.00 Accrued Interest Received $0.00 Ending Book Value $37,792.44 CASH TRANSACTION SUMMARY BEGINNING BALANCE $65,286.54 Reconciliation Summary As of 10/31/2014 City of San Jacinto California Account #10167 PACKET PAGE: 33AGENDA ITEM 2.1.5 Execution Time: 11/4/2014 11:28:44 AMChandler Asset Management - CONFIDENTIAL Page 4 3133ECFV1 FFCB Note 0.43% Due 1/29/2016 225,000.00 02/21/2013 0.45 % 224,896.50 224,956.13 100.03 0.41 % 225,068.40 247.25 2.22 % 112.27 Aaa / AA+ AAA 1.25 1.24 3133XXP43 FHLB Note 3.125% Due 3/11/2016 270,000.00 06/14/2012 0.79 % 293,180.04 278,422.93 103.71 0.39 % 280,019.16 1,171.88 2.78 % 1,596.23 Aaa / AA+ AAA 1.36 1.34 3135G0BA0 FNMA Note 2.375% Due 4/11/2016 265,000.00 06/24/2014 0.44 % 274,147.80 272,371.39 102.77 0.45 % 272,340.24 349.65 2.69 % (31.15) Aaa / AA+ AAA 1.45 1.42 31331J2S1 FFCB Note 1.5% Due 11/16/2015 290,000.00 06/25/2012 0.57 % 299,065.40 292,782.59 101.28 0.26 % 293,724.47 1,993.75 2.92 % 941.88 Aaa / AA+ AAA 1.04 1.03 313371NW2 FHLB Note 1.375% Due 12/11/2015 225,000.00 11/16/2012 0.39 % 231,723.00 227,437.61 101.27 0.23 % 227,851.43 1,203.13 2.26 % 413.82 Aaa / AA+ AAA 1.11 1.10 31331VGU4 FFCB Note 4.875% Due 12/16/2015 250,000.00 06/12/2012 0.65 % 286,602.00 261,714.93 105.22 0.23 % 263,048.25 4,570.31 2.64 % 1,333.32 Aaa / AA+ AAA 1.13 1.09 3137EADC0 FHLMC Note 1% Due 3/8/2017 220,000.00 08/20/2012 0.86 % 221,392.60 220,719.79 100.60 0.74 % 221,314.94 323.89 2.19 % 595.15 Aaa / AA+ AAA 2.35 2.32 3135G0JA2 FNMA Note 1.125% Due 4/27/2017 235,000.00 03/14/2014 0.85 % 236,999.85 236,597.07 100.82 0.79 % 236,934.99 29.38 2.34 % 337.92 Aaa / AA+ AAA 2.49 2.45 3137EACT4 FHLMC Note 2.5% Due 5/27/2016 180,000.00 07/12/2012 0.61 % 193,012.20 185,272.98 103.20 0.45 % 185,763.96 1,925.00 1.85 % 490.98 Aaa / AA+ AAA 1.57 1.53 3137EACW7 FHLMC Note 2% Due 8/25/2016 190,000.00 06/14/2012 0.82 % 199,262.31 194,008.43 102.56 0.58 % 194,869.70 696.67 1.93 % 861.27 Aaa / AA+ AAA 1.82 1.78 3135G0GY3 FNMA Note 1.25% Due 1/30/2017 295,000.00 02/05/2014 0.72 % 299,587.25 298,458.34 101.16 0.73 % 298,427.02 932.12 2.95 % (31.32) Aaa / AA+ AAA 2.25 2.21 313370JB5 FHLB Note 1.75% Due 9/11/2015 275,000.00 01/11/2013 0.38 % 284,933.00 278,222.07 101.35 0.19 % 278,700.68 668.40 2.76 % 478.61 Aaa / AA+ AAA 0.86 0.86 3135G0KM4 FNMA Note 0.5% Due 5/27/2015 200,000.00 06/12/2012 0.53 % 199,828.00 199,966.97 100.21 0.13 % 200,424.60 427.78 1.98 % 457.63 Aaa / AA+ AAA 0.57 0.57 3133EADW5 FFCB Note 0.55% Due 8/17/2015 200,000.00 06/21/2013 0.48 % 200,310.00 200,114.42 100.29 0.19 % 200,575.80 226.11 1.98 % 461.38 Aaa / AA+ AAA 0.79 0.79 AGENCY 43814CAC3 Honda Auto Receivables 2013-1 A3 0.48% Due 11/21/2016 101,963.92 12/17/2013 0.50 % 101,940.03 101,950.44 99.99 0.50 % 101,953.42 13.60 1.01 % 2.98 NR / AAA AAA 2.06 0.52 47787RAC4 John Deere Owner Trust 2012-B A3 0.53% Due 7/15/2016 100,639.40 01/09/2014 0.50 % 100,670.84 100,660.82 100.02 0.47 % 100,663.75 23.71 0.99 % 2.93 Aaa / NR AAA 1.71 0.37 161571FL3 Chase CHAIT Pool #2012-A5 0.59% Due 8/15/2017 125,000.00 04/25/2014 0.51 % 125,219.73 125,185.94 100.09 0.47 % 125,113.50 32.78 1.24 % (72.44) NR / AAA AAA 2.79 0.77 43814GAC4 Honda Auto Receivables 2014-2 A3 0.77% Due 3/19/2018 85,000.00 05/13/2014 0.78 % 84,989.78 84,991.31 100.03 0.75 % 85,026.52 23.63 0.84 % 35.21 Aaa / AAA NR 3.38 1.70 Total ABS 412,603.32 0.56 % 412,820.38 412,788.51 0.54 % 412,757.19 93.72 4.08 % (31.32) Aaa / AAA Aaa 2.47 0.80 ABS Holdings Report As of 10/31/14 City of San Jacinto Account #10167 CUSIP Security Description Par Value/Units Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Gain/Loss Moody/S&P Fitch Maturity Duration PACKET PAGE: 34AGENDA ITEM 2.1.5 Execution Time: 11/4/2014 11:28:44 AMChandler Asset Management - CONFIDENTIAL Page 5 69371RK62 Paccar Financial Corp Note 1.05% Due 6/5/2015 150,000.00 01/10/2014 0.43 % 151,294.50 150,552.59 100.36 0.44 % 150,545.25 638.75 1.49 % (7.34) A1 / A+ NR 0.59 0.59 191216AX8 Coca Cola Company Note 0.75% Due 3/13/2015 125,000.00 06/18/2012 0.63 % 125,421.25 125,055.88 100.15 0.34 % 125,187.75 125.00 1.24 % 131.87 Aa3 / AA A+ 0.36 0.37 40428HPG1 HSBC USA Inc Note 2.375% Due 2/13/2015 125,000.00 06/26/2012 1.90 % 126,497.50 125,162.40 100.55 0.41 % 125,692.88 643.23 1.25 % 530.48 A2 / A+ AA- 0.29 0.28 713448BX5 Pepsico Inc. Note 0.75% Due 3/5/2015 125,000.00 06/05/2012 0.83 % 124,732.50 124,966.83 100.15 0.32 % 125,185.00 145.83 1.24 % 218.17 A1 / A- A 0.34 0.34 US CORPORATE 31846V203 First American Govt Obligation Fund 37,792.44 Various 0.00 % 37,792.44 37,792.44 1.00 0.00 % 37,792.44 0.00 0.37 % 0.00 Aaa / AAA NR 0.00 0.00 Total Money Market Fund FI 37,792.44 N/A 37,792.44 37,792.44 0.00 % 37,792.44 0.00 0.37 % 0.00 Aaa / AAA NR 0.00 0.00 MONEY MARKET FUND FI 06538CPL9 Bank of Tokyo Mitsubishi NY Discount CP 0.21% Due 2/20/2015 205,000.00 10/20/2014 0.21 % 204,854.11 204,867.26 99.94 0.21 % 204,867.26 0.00 2.02 % 0.00 P-1 / A-1 F-1 0.31 0.31 Total Commercial Paper 205,000.00 0.21 % 204,854.11 204,867.26 0.21 % 204,867.26 0.00 2.02 % 0.00 P-1 / A-1 F-1 0.31 0.31 COMMERCIAL PAPER 3135G0MZ3 FNMA Note 0.875% Due 8/28/2017 325,000.00 05/06/2013 0.73 % 326,956.50 326,281.54 99.75 0.96 % 324,202.45 497.66 3.20 % (2,079.09) Aaa / AA+ AAA 2.83 2.78 3137EADL0 FHLMC Note 1% Due 9/29/2017 200,000.00 11/14/2013 1.06 % 199,540.00 199,654.19 99.88 1.04 % 199,751.60 177.78 1.97 % 97.41 Aaa / AA+ AAA 2.92 2.86 313379DD8 FHLB Note 1% Due 6/21/2017 260,000.00 06/09/2014 0.93 % 260,566.80 260,493.07 100.22 0.91 % 260,575.12 938.89 2.58 % 82.05 Aaa / AA+ AAA 2.64 2.59 3137EADJ5 FHLMC Note 1% Due 7/28/2017 220,000.00 09/25/2013 1.17 % 218,563.40 218,973.86 100.17 0.94 % 220,379.06 568.33 2.18 % 1,405.20 Aaa / AA+ AAA 2.74 2.69 3135G0PQ0 FNMA Note 0.875% Due 10/26/2017 175,000.00 05/19/2014 1.05 % 173,962.25 174,098.69 99.55 1.03 % 174,214.25 21.27 1.72 % 115.56 Aaa / AA+ AAA 2.99 2.94 313378A43 FHLB Note 1.375% Due 3/9/2018 235,000.00 06/21/2013 1.54 % 233,211.65 233,725.88 100.18 1.32 % 235,411.49 466.74 2.33 % 1,685.61 Aaa / AA+ AAA 3.36 3.26 3137EADN6 FHLMC Note 0.75% Due 1/12/2018 210,000.00 07/28/2014 1.30 % 206,123.40 206,414.99 99.12 1.03 % 208,151.37 476.88 2.06 % 1,736.38 Aaa / AA+ AAA 3.20 3.14 Total Agency 4,945,000.00 0.76 % 5,063,863.95 4,990,687.87 0.61 % 5,001,748.98 17,912.87 49.55 % 11,061.11 Aaa / AA+ Aaa 1.92 1.89 AGENCY Holdings Report As of 10/31/14 City of San Jacinto Account #10167 CUSIP Security Description Par Value/Units Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Gain/Loss Moody/S&P Fitch Maturity Duration PACKET PAGE: 35AGENDA ITEM 2.1.5 Execution Time: 11/4/2014 11:28:44 AMChandler Asset Management - CONFIDENTIAL Page 6 912828TD2 US Treasury Note 0.25% Due 7/15/2015 200,000.00 10/15/2013 0.31 % 199,781.92 199,912.08 100.09 0.13 % 200,171.80 148.10 1.98 % 259.72 Aaa / AA+ AAA 0.70 0.71 912828UG3 US Treasury Note 0.375% Due 1/15/2016 200,000.00 01/22/2014 0.42 % 199,836.61 199,900.43 100.18 0.23 % 200,359.40 222.15 1.98 % 458.97 Aaa / AA+ AAA 1.21 1.20 912828NV8 US Treasury Note 1.25% Due 8/31/2015 195,000.00 06/06/2012 0.38 % 200,454.56 196,400.62 100.91 0.16 % 196,767.09 417.47 1.95 % 366.47 Aaa / AA+ AAA 0.83 0.83 912828PE4 US Treasury Note 1.25% Due 10/31/2015 195,000.00 06/07/2012 0.46 % 200,203.19 196,527.39 101.08 0.17 % 197,102.30 6.73 1.95 % 574.91 Aaa / AA+ AAA 1.00 1.00 912828QA1 US Treasury Note 2.25% Due 3/31/2016 195,000.00 12/14/2012 0.38 % 206,868.23 200,103.34 102.76 0.30 % 200,377.71 385.71 1.98 % 274.37 Aaa / AA+ AAA 1.42 1.40 US TREASURY 68389XAN5 Oracle Corp Note 1.2% Due 10/15/2017 200,000.00 08/13/2013 1.78 % 195,402.00 196,738.17 99.67 1.31 % 199,346.40 106.67 1.97 % 2,608.23 A1 / A+ A+ 2.96 2.89 94974BFG0 Wells Fargo Corp Note 1.5% Due 1/16/2018 175,000.00 10/17/2014 1.38 % 175,666.75 175,661.11 99.79 1.57 % 174,625.85 765.63 1.73 % (1,035.26) A2 / A+ AA- 3.21 3.11 459200GU9 IBM Corp Note 2% Due 1/5/2016 120,000.00 06/05/2012 0.98 % 124,288.80 121,412.09 101.80 0.47 % 122,154.12 773.33 1.21 % 742.03 Aa3 / AA- A+ 1.18 1.16 037833AH3 Apple Inc Note 0.45% Due 5/3/2016 200,000.00 05/22/2013 0.54 % 199,466.00 199,726.27 99.95 0.48 % 199,895.20 445.00 1.98 % 168.93 Aa1 / AA+ NR 1.51 1.50 742718DV8 Procter & Gamble Co Note 1.45% Due 8/15/2016 190,000.00 11/14/2012 0.71 % 195,156.60 192,466.86 101.40 0.66 % 192,663.99 581.61 1.91 % 197.13 Aa3 / AA- NR 1.79 1.76 594918AG9 Microsoft Note 1.625% Due 9/25/2015 125,000.00 06/27/2012 0.65 % 128,893.75 126,079.59 101.13 0.37 % 126,407.25 203.13 1.25 % 327.66 Aaa / AAA AA+ 0.90 0.89 278642AB9 Ebay Inc Note 1.625% Due 10/15/2015 125,000.00 06/12/2012 0.91 % 127,943.75 125,841.76 100.88 0.70 % 126,103.75 90.28 1.25 % 261.99 A2 / A A- 0.96 0.95 36962G4T8 General Electric Capital Corp Note 2.25% Due 11/9/2015 185,000.00 01/14/2014 0.48 % 190,903.35 188,331.24 101.85 0.43 % 188,421.21 1,988.75 1.88 % 89.97 A1 / AA+ NR 1.02 1.00 02665WAB7 American Honda Finance Note 1.125% Due 10/7/2016 125,000.00 03/05/2014 0.78 % 126,100.00 125,824.42 99.81 1.22 % 124,762.88 93.75 1.23 % (1,061.54) A1 / A+ NR 1.94 1.90 48126EAA5 JP Morgan Note 2% Due 8/15/2017 125,000.00 05/06/2013 1.35 % 128,341.25 127,181.78 101.18 1.57 % 126,476.50 527.78 1.25 % (705.28) A3 / A A+ 2.79 2.70 91159HHD5 US Bancorp Callable Note Cont 4/15/2017 1.65% Due 5/15/2017 125,000.00 05/19/2014 1.06 % 127,113.75 126,788.40 101.15 1.17 % 126,431.63 951.04 1.26 % (356.77) A1 / A+ AA- 2.54 2.39 084670BD9 Berkshire Hathaway Note 1.9% Due 1/31/2017 200,000.00 08/13/2013 1.39 % 203,422.00 202,225.38 102.03 0.98 % 204,065.60 960.56 2.02 % 1,840.22 Aa2 / AA A+ 2.25 2.19 674599CB9 Occidental Petroleum Note 1.75% Due 2/15/2017 120,000.00 01/11/2013 1.11 % 123,064.80 121,720.48 101.26 1.19 % 121,509.12 443.33 1.20 % (211.36) A1 / A A 2.30 2.23 Total US Corporate 2,540,000.00 1.00 % 2,573,708.55 2,555,735.25 0.81 % 2,559,474.38 9,483.67 25.36 % 3,739.13 A1 / AA- A+ 1.66 1.61 US CORPORATE Holdings Report As of 10/31/14 City of San Jacinto Account #10167 CUSIP Security Description Par Value/Units Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Gain/Loss Moody/S&P Fitch Maturity Duration PACKET PAGE: 36AGENDA ITEM 2.1.5 Execution Time: 11/4/2014 11:28:44 AMChandler Asset Management - CONFIDENTIAL Page 7 912828RF9 US Treasury Note 1% Due 8/31/2016 215,000.00 10/12/2012 0.48 % 219,283.92 217,023.97 101.00 0.45 % 217,150.00 368.23 2.15 % 126.03 Aaa / AA+ AAA 1.84 1.81 912828RM4 US Treasury Note 1% Due 10/31/2016 250,000.00 03/14/2014 0.60 % 252,627.79 252,000.30 100.95 0.52 % 252,382.75 6.91 2.49 % 382.45 Aaa / AA+ AAA 2.00 1.98 912828SY7 US Treasury Note 0.625% Due 5/31/2017 210,000.00 07/25/2013 0.96 % 207,318.28 208,202.01 99.58 0.79 % 209,114.01 552.25 2.07 % 912.00 Aaa / AA+ AAA 2.58 2.55 912828SC5 US Treasury Note 0.875% Due 1/31/2017 210,000.00 02/26/2014 0.67 % 211,231.17 210,946.70 100.55 0.63 % 211,148.49 464.37 2.09 % 201.79 Aaa / AA+ AAA 2.25 2.22 Total US Treasury 1,870,000.00 0.52 % 1,897,605.67 1,881,016.84 0.38 % 1,884,573.55 2,571.92 18.63 % 3,556.71 Aaa / AA+ Aaa 1.56 1.55 US TREASURY TOTAL PORTFOLIO 10,010,395.76 0.76 % 10,190,645.10 10,082,888.17 0.61 % 10,101,213.80 30,062.18 100.00 % 18,325.63 Aa1 / AA Aaa 1.77 1.67 TOTAL MARKET VALUE PLUS ACCRUED 10,131,275.98 Holdings Report As of 10/31/14 City of San Jacinto Account #10167 CUSIP Security Description Par Value/Units Purchase Date Book Yield Cost Value Book Value Mkt Price Mkt YTM Market Value Accrued Int. % of Port. Gain/Loss Moody/S&P Fitch Maturity Duration PACKET PAGE: 37AGENDA ITEM 2.1.5 Execution Time: 11/4/2014 11:28:44 AMChandler Asset Management - CONFIDENTIAL Page 8 Sale 10/21/2014 31846V203 204,854.11 First American Govt Obligation Fund 1.000 204,854.11 0.00 204,854.11 0.00 Closing Purchase 10/21/2014 31846V203 -204,854.11 First American Govt Obligation Fund 1.000 -204,854.11 0.00 -204,854.11 0.00 Subtotal -204,854.11 -204,854.11 0.00 -204,854.11 0.00 DISPOSITIONS Short Sale 10/21/2014 31846V203 -204,854.11 First American Govt Obligation Fund 1.000 -204,854.11 0.00 -204,854.11 0.00 Subtotal -204,854.11 -204,854.11 0.00 -204,854.11 0.00 Purchase 10/07/2014 31846V203 703.13 First American Govt Obligation Fund 1.000 703.13 0.00 703.13 0.00 Purchase 10/01/2014 31846V203 120,000.00 First American Govt Obligation Fund 1.000 120,000.00 0.00 120,000.00 0.00 Purchase 10/01/2014 31846V203 2,250.00 First American Govt Obligation Fund 1.000 2,250.00 0.00 2,250.00 0.00 Purchase 10/26/2014 31846V203 765.63 First American Govt Obligation Fund 1.000 765.63 0.00 765.63 0.00 Purchase 10/01/2014 31846V203 0.24 First American Govt Obligation Fund 1.000 0.24 0.00 0.24 0.00 Purchase 10/21/2014 31846V203 54.54 First American Govt Obligation Fund 1.000 54.54 0.00 54.54 0.00 Purchase 10/22/2014 94974BFG0 175,000.00 Wells Fargo Corp Note 1.5% Due 1/16/2018 100.381 1.38 %175,666.75 700.00 176,366.75 0.00 Purchase 10/21/2014 31846V203 9,630.13 First American Govt Obligation Fund 1.000 9,630.13 0.00 9,630.13 0.00 Purchase 10/21/2014 06538CPL9 205,000.00 Bank of Tokyo Mitsubishi NY Discount CP 0.21% Due 2/20/2015 99.929 0.21 %204,854.11 0.00 204,854.11 0.00 Purchase 10/21/2014 31846V203 200,000.00 First American Govt Obligation Fund 1.000 200,000.00 0.00 200,000.00 0.00 Purchase 10/15/2014 31846V203 61.46 First American Govt Obligation Fund 1.000 61.46 0.00 61.46 0.00 Purchase 10/11/2014 31846V203 3,146.88 First American Govt Obligation Fund 1.000 3,146.88 0.00 3,146.88 0.00 Purchase 10/15/2014 31846V203 12,055.66 First American Govt Obligation Fund 1.000 12,055.66 0.00 12,055.66 0.00 Purchase 10/15/2014 31846V203 2,215.63 First American Govt Obligation Fund 1.000 2,215.63 0.00 2,215.63 0.00 Purchase 10/27/2014 31846V203 1,321.88 First American Govt Obligation Fund 1.000 1,321.88 0.00 1,321.88 0.00 Purchase 10/31/2014 31846V203 2,468.75 First American Govt Obligation Fund 1.000 2,468.75 0.00 2,468.75 0.00 Subtotal 734,673.93 735,194.79 700.00 735,894.79 0.00 TOTAL ACQUISITIONS 529,819.82 530,340.68 700.00 531,040.68 0.00 ACQUISITIONS Transaction Ledger 9/30/14 Thru 10/31/14 City of San Jacinto Account #10167 Transaction Type Settlement Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount Interest Pur/Sold Total Amount Gain/Loss PACKET PAGE: 38AGENDA ITEM 2.1.5 Execution Time: 11/4/2014 11:28:44 AMChandler Asset Management - CONFIDENTIAL Page 9 Interest 10/07/2014 02665WAB7 125,000.00 American Honda Finance Note 1.125% Due 10/7/2016 0.000 703.13 0.00 703.13 0.00 Interest 10/15/2014 68389XAN5 200,000.00 Oracle Corp Note 1.2% Due 10/15/2017 0.000 1,200.00 0.00 1,200.00 0.00 Interest 10/15/2014 278642AB9 125,000.00 Ebay Inc Note 1.625% Due 10/15/2015 0.000 1,015.63 0.00 1,015.63 0.00 Interest 10/01/2014 94974BET3 120,000.00 Wells Fargo Corp Note 3.75% Due 10/1/2014 0.000 2,250.00 0.00 2,250.00 0.00 Interest 10/11/2014 3135G0BA0 265,000.00 FNMA Note 2.375% Due 4/11/2016 0.000 3,146.88 0.00 3,146.88 0.00 OTHER TRANSACTIONS Security Withdrawal 10/06/2014 31846V203 843.00 First American Govt Obligation Fund 1.000 843.00 0.00 843.00 0.00 Security Withdrawal 10/27/2014 31846V203 104.17 First American Govt Obligation Fund 1.000 104.17 0.00 104.17 0.00 Subtotal 947.17 947.17 0.00 947.17 0.00 Maturity 10/21/2014 06538CKM2 200,000.00 Bank of Tokyo Mitsubishi NY Discount CP 0.21% Due 10/21/2014 99.927 200,000.00 0.00 200,000.00 0.00 Maturity 10/01/2014 94974BET3 120,000.00 Wells Fargo Corp Note 3.75% Due 10/1/2014 100.000 120,000.00 0.00 120,000.00 0.00 Subtotal 320,000.00 320,000.00 0.00 320,000.00 0.00 Paydown 10/21/2014 43814CAC3 9,585.51 Honda Auto Receivables 2013-1 A3 0.48% Due 11/21/2016 100.000 9,585.51 44.62 9,630.13 0.00 Paydown 10/15/2014 47787RAC4 12,005.91 John Deere Owner Trust 2012-B A3 0.53% Due 7/15/2016 100.000 12,005.91 49.75 12,055.66 0.00 Paydown 10/15/2014 161571FL3 0.00 Chase CHAIT Pool #2012-A5 0.59% Due 8/15/2017 100.000 0.00 61.46 61.46 0.00 Paydown 10/21/2014 43814GAC4 0.00 Honda Auto Receivables 2014-2 A3 0.77% Due 3/19/2018 100.000 0.00 54.54 54.54 0.00 Subtotal 21,591.42 21,591.42 210.37 21,801.79 0.00 Sale 10/22/2014 31846V203 176,366.75 First American Govt Obligation Fund 1.000 176,366.75 0.00 176,366.75 0.00 Subtotal 381,220.86 381,220.86 0.00 381,220.86 0.00 TOTAL DISPOSITIONS 518,905.34 518,905.34 210.37 519,115.71 0.00 DISPOSITIONS Transaction Ledger 9/30/14 Thru 10/31/14 City of San Jacinto Account #10167 Transaction Type Settlement Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount Interest Pur/Sold Total Amount Gain/Loss PACKET PAGE: 39AGENDA ITEM 2.1.5 Execution Time: 11/4/2014 11:28:44 AMChandler Asset Management - CONFIDENTIAL Page 10 Dividend 10/01/2014 31846V203 187,536.54 First American Govt Obligation Fund 0.000 0.24 0.00 0.24 0.00 Subtotal 187,536.54 0.24 0.00 0.24 0.00 Interest 10/31/2014 912828PE4 195,000.00 US Treasury Note 1.25% Due 10/31/2015 0.000 1,218.75 0.00 1,218.75 0.00 Interest 10/31/2014 912828RM4 250,000.00 US Treasury Note 1% Due 10/31/2016 0.000 1,250.00 0.00 1,250.00 0.00 Interest 10/26/2014 3135G0PQ0 175,000.00 FNMA Note 0.875% Due 10/26/2017 0.000 765.63 0.00 765.63 0.00 Interest 10/27/2014 3135G0JA2 235,000.00 FNMA Note 1.125% Due 4/27/2017 0.000 1,321.88 0.00 1,321.88 0.00 Subtotal 1,690,000.00 12,871.90 0.00 12,871.90 0.00 TOTAL OTHER TRANSACTIONS 1,877,536.54 12,872.14 0.00 12,872.14 0.00 OTHER TRANSACTIONS Transaction Ledger 9/30/14 Thru 10/31/14 City of San Jacinto Account #10167 Transaction Type Settlement Date CUSIP Quantity Security Description Price Acq/Disp Yield Amount Interest Pur/Sold Total Amount Gain/Loss PACKET PAGE: 40AGENDA ITEM 2.1.5 Execution Time: 11/4/2014 11:28:44 AMChandler Asset Management - CONFIDENTIAL Page 11 313371NW2 FHLB Note 1.375% Due 12/11/2015 11/16/2012 11/19/2012 225,000.00 227,624.20 0.00 0.00 227,437.61 945.31 0.00 1,203.13 257.82 0.00 186.59 (186.59) 71.23 0.00 71.23 313370JB5 FHLB Note 1.75% Due 09/11/2015 01/11/2013 01/16/2013 275,000.00 278,540.17 0.00 0.00 278,222.07 267.36 0.00 668.40 401.04 0.00 318.10 (318.10) 82.94 0.00 82.94 31331VGU4 FFCB Note 4.875% Due 12/16/2015 06/12/2012 06/13/2012 250,000.00 262,600.69 0.00 0.00 261,714.93 3,554.69 0.00 4,570.31 1,015.62 0.00 885.76 (885.76) 129.86 0.00 129.86 31331J2S1 FFCB Note 1.5% Due 11/16/2015 06/25/2012 06/26/2012 290,000.00 293,009.60 0.00 0.00 292,782.59 1,631.25 0.00 1,993.75 362.50 0.00 227.01 (227.01) 135.49 0.00 135.49 278642AB9 Ebay Inc Note 1.625% Due 10/15/2015 06/12/2012 06/15/2012 125,000.00 125,916.75 0.00 0.00 125,841.76 936.63 1,015.63 90.28 169.28 0.00 74.99 (74.99) 94.29 0.00 94.29 191216AX8 Coca Cola Company Note 0.75% Due 03/13/2015 06/18/2012 06/21/2012 125,000.00 125,069.01 0.00 0.00 125,055.88 46.88 0.00 125.00 78.12 0.00 13.13 (13.13) 64.99 0.00 64.99 161571FL3 Chase CHAIT Pool #2012-A5 0.59% Due 08/15/2017 04/25/2014 04/30/2014 125,000.00 125,191.60 0.00 0.00 125,185.94 32.78 61.46 32.78 61.46 0.00 5.66 (5.66) 55.80 0.00 55.80 084670BD9 Berkshire Hathaway Note 1.9% Due 01/31/2017 08/13/2013 08/16/2013 200,000.00 202,309.31 0.00 0.00 202,225.38 643.89 0.00 960.56 316.67 0.00 83.93 (83.93) 232.74 0.00 232.74 037833AH3 Apple Inc Note 0.45% Due 05/03/2016 05/22/2013 05/28/2013 200,000.00 199,710.81 0.00 0.00 199,726.27 370.00 0.00 445.00 75.00 15.46 0.00 15.46 90.46 0.00 90.46 02665WAB7 American Honda Finance Note 1.125% Due 10/07/2016 03/05/2014 03/10/2014 125,000.00 125,860.62 0.00 0.00 125,824.42 679.69 703.13 93.75 117.19 0.00 36.20 (36.20) 80.99 0.00 80.99 Fixed Income Income Earned 9/30/14 Thru 10/31/14 City of San Jacinto Account #10167 CUSIP Security Description Trade Date Settle Date Units Book Value: Begin Book Value: Acq Book Value: Disp Book Value: End Prior Accrued Inc. Received Ending Accrued Total Interest Accr. Of Discount Amort. Of Premium Net Accret/Amort Income Earned Unreal G/L Total Income PACKET PAGE: 41AGENDA ITEM 2.1.5 Execution Time: 11/4/2014 11:28:44 AMChandler Asset Management - CONFIDENTIAL Page 12 3135G0PQ0 FNMA Note 0.875% Due 10/26/2017 05/19/2014 05/20/2014 175,000.00 174,073.05 0.00 0.00 174,098.69 659.29 765.63 21.27 127.61 25.64 0.00 25.64 153.25 0.00 153.25 3135G0MZ3 FNMA Note 0.875% Due 08/28/2017 05/06/2013 05/07/2013 325,000.00 326,320.08 0.00 0.00 326,281.54 260.68 0.00 497.66 236.98 0.00 38.54 (38.54) 198.44 0.00 198.44 3135G0KM4 FNMA Note 0.5% Due 05/27/2015 06/12/2012 06/13/2012 200,000.00 199,962.03 0.00 0.00 199,966.97 344.44 0.00 427.78 83.34 4.94 0.00 4.94 88.28 0.00 88.28 3135G0JA2 FNMA Note 1.125% Due 04/27/2017 03/14/2014 03/17/2014 235,000.00 236,651.59 0.00 0.00 236,597.07 1,130.94 1,321.88 29.38 220.32 0.00 54.52 (54.52) 165.80 0.00 165.80 3135G0GY3 FNMA Note 1.25% Due 01/30/2017 02/05/2014 02/06/2014 295,000.00 298,588.92 0.00 0.00 298,458.34 624.83 0.00 932.12 307.29 0.00 130.58 (130.58) 176.71 0.00 176.71 3135G0BA0 FNMA Note 2.375% Due 04/11/2016 06/24/2014 06/27/2014 265,000.00 272,805.00 0.00 0.00 272,371.39 2,972.05 3,146.88 349.65 524.48 0.00 433.61 (433.61) 90.87 0.00 90.87 3133XXP43 FHLB Note 3.125% Due 03/11/2016 06/14/2012 06/15/2012 270,000.00 278,949.36 0.00 0.00 278,422.93 468.75 0.00 1,171.88 703.13 0.00 526.43 (526.43) 176.70 0.00 176.70 3133ECFV1 FFCB Note 0.43% Due 01/29/2016 02/21/2013 02/22/2013 225,000.00 224,953.13 0.00 0.00 224,956.13 166.63 0.00 247.25 80.62 3.00 0.00 3.00 83.62 0.00 83.62 3133EADW5 FFCB Note 0.55% Due 08/17/2015 06/21/2013 06/25/2013 200,000.00 200,126.69 0.00 0.00 200,114.42 134.44 0.00 226.11 91.67 0.00 12.27 (12.27) 79.40 0.00 79.40 313379DD8 FHLB Note 1% Due 06/21/2017 06/09/2014 06/10/2014 260,000.00 260,508.94 0.00 0.00 260,493.07 722.22 0.00 938.89 216.67 0.00 15.87 (15.87) 200.80 0.00 200.80 313378A43 FHLB Note 1.375% Due 03/09/2018 06/21/2013 06/25/2013 235,000.00 233,693.61 0.00 0.00 233,725.88 197.47 0.00 466.74 269.27 32.27 0.00 32.27 301.54 0.00 301.54 Income Earned 9/30/14 Thru 10/31/14 City of San Jacinto Account #10167 CUSIP Security Description Trade Date Settle Date Units Book Value: Begin Book Value: Acq Book Value: Disp Book Value: End Prior Accrued Inc. Received Ending Accrued Total Interest Accr. Of Discount Amort. Of Premium Net Accret/Amort Income Earned Unreal G/L Total Income PACKET PAGE: 42AGENDA ITEM 2.1.5 Execution Time: 11/4/2014 11:28:44 AMChandler Asset Management - CONFIDENTIAL Page 13 459200GU9 IBM Corp Note 2% Due 01/05/2016 06/05/2012 06/08/2012 120,000.00 121,513.89 0.00 0.00 121,412.09 573.33 0.00 773.33 200.00 0.00 101.80 (101.80) 98.20 0.00 98.20 43814GAC4 Honda Auto Receivables 2014-2 A3 0.77% Due 03/19/2018 05/13/2014 05/21/2014 85,000.00 84,991.02 0.00 0.00 84,991.31 23.63 54.54 23.63 54.54 0.29 0.00 0.29 54.83 0.00 54.83 43814CAC3 Honda Auto Receivables 2013-1 A3 0.48% Due 11/21/2016 12/17/2013 12/20/2013 101,963.92 111,533.57 0.00 9,585.51 101,950.44 14.87 44.62 13.60 43.35 2.38 0.00 2.38 45.73 0.00 45.73 40428HPG1 HSBC USA Inc Note 2.375% Due 02/13/2015 06/26/2012 06/29/2012 125,000.00 125,210.81 0.00 0.00 125,162.40 395.83 0.00 643.23 247.40 0.00 48.41 (48.41) 198.99 0.00 198.99 36962G4T8 General Electric Capital Corp Note 2.25% Due 11/09/2015 01/14/2014 01/17/2014 185,000.00 188,608.10 0.00 0.00 188,331.24 1,641.88 0.00 1,988.75 346.87 0.00 276.86 (276.86) 70.01 0.00 70.01 3137EADN6 FHLMC Note 0.75% Due 01/12/2018 07/28/2014 07/29/2014 210,000.00 206,319.84 0.00 0.00 206,414.99 345.63 0.00 476.88 131.25 95.15 0.00 95.15 226.40 0.00 226.40 3137EADL0 FHLMC Note 1% Due 09/29/2017 11/14/2013 11/15/2013 200,000.00 199,644.10 0.00 0.00 199,654.19 11.11 0.00 177.78 166.67 10.09 0.00 10.09 176.76 0.00 176.76 3137EADJ5 FHLMC Note 1% Due 07/28/2017 09/25/2013 09/27/2013 220,000.00 218,942.05 0.00 0.00 218,973.86 385.00 0.00 568.33 183.33 31.81 0.00 31.81 215.14 0.00 215.14 3137EADC0 FHLMC Note 1% Due 03/08/2017 08/20/2012 08/21/2012 220,000.00 220,745.80 0.00 0.00 220,719.79 140.56 0.00 323.89 183.33 0.00 26.01 (26.01) 157.32 0.00 157.32 3137EACW7 FHLMC Note 2% Due 08/25/2016 06/14/2012 06/15/2012 190,000.00 194,195.85 0.00 0.00 194,008.43 380.00 0.00 696.67 316.67 0.00 187.42 (187.42) 129.25 0.00 129.25 3137EACT4 FHLMC Note 2.5% Due 05/27/2016 07/12/2012 07/13/2012 180,000.00 185,558.25 0.00 0.00 185,272.98 1,550.00 0.00 1,925.00 375.00 0.00 285.27 (285.27) 89.73 0.00 89.73 Income Earned 9/30/14 Thru 10/31/14 City of San Jacinto Account #10167 CUSIP Security Description Trade Date Settle Date Units Book Value: Begin Book Value: Acq Book Value: Disp Book Value: End Prior Accrued Inc. Received Ending Accrued Total Interest Accr. Of Discount Amort. Of Premium Net Accret/Amort Income Earned Unreal G/L Total Income PACKET PAGE: 43AGENDA ITEM 2.1.5 Execution Time: 11/4/2014 11:28:44 AMChandler Asset Management - CONFIDENTIAL Page 14 912828PE4 US Treasury Note 1.25% Due 10/31/2015 06/07/2012 06/08/2012 195,000.00 196,657.47 0.00 0.00 196,527.39 1,020.04 1,218.75 6.73 205.44 0.00 130.08 (130.08) 75.36 0.00 75.36 912828NV8 US Treasury Note 1.25% Due 08/31/2015 06/06/2012 06/07/2012 195,000.00 196,543.92 0.00 0.00 196,400.62 208.74 0.00 417.47 208.73 0.00 143.30 (143.30) 65.43 0.00 65.43 91159HHD5 US Bancorp Callable Note Cont 4/15/2017 1.65% Due 05/15/2017 05/19/2014 05/22/2014 125,000.00 126,850.28 0.00 0.00 126,788.40 779.17 0.00 951.04 171.87 0.00 61.88 (61.88) 109.99 0.00 109.99 742718DV8 Procter & Gamble Co Note 1.45% Due 08/15/2016 11/14/2012 11/19/2012 190,000.00 192,583.97 0.00 0.00 192,466.86 352.03 0.00 581.61 229.58 0.00 117.11 (117.11) 112.47 0.00 112.47 713448BX5 Pepsico Inc. Note 0.75% Due 03/05/2015 06/05/2012 06/08/2012 125,000.00 124,958.54 0.00 0.00 124,966.83 67.71 0.00 145.83 78.12 8.29 0.00 8.29 86.41 0.00 86.41 69371RK62 Paccar Financial Corp Note 1.05% Due 06/05/2015 01/10/2014 01/15/2014 150,000.00 150,631.90 0.00 0.00 150,552.59 507.50 0.00 638.75 131.25 0.00 79.31 (79.31) 51.94 0.00 51.94 68389XAN5 Oracle Corp Note 1.2% Due 10/15/2017 08/13/2013 08/16/2013 200,000.00 196,644.46 0.00 0.00 196,738.17 1,106.67 1,200.00 106.67 200.00 93.71 0.00 93.71 293.71 0.00 293.71 674599CB9 Occidental Petroleum Note 1.75% Due 02/15/2017 01/11/2013 01/16/2013 120,000.00 121,784.20 0.00 0.00 121,720.48 268.33 0.00 443.33 175.00 0.00 63.72 (63.72) 111.28 0.00 111.28 594918AG9 Microsoft Note 1.625% Due 09/25/2015 06/27/2012 06/29/2012 125,000.00 126,181.62 0.00 0.00 126,079.59 33.85 0.00 203.13 169.28 0.00 102.03 (102.03) 67.25 0.00 67.25 48126EAA5 JP Morgan Note 2% Due 08/15/2017 05/06/2013 05/09/2013 125,000.00 127,248.22 0.00 0.00 127,181.78 319.44 0.00 527.78 208.34 0.00 66.44 (66.44) 141.90 0.00 141.90 47787RAC4 John Deere Owner Trust 2012-B A3 0.53% Due 07/15/2016 01/09/2014 01/14/2014 100,639.40 112,670.48 0.00 12,005.91 100,660.82 26.53 49.75 23.71 46.93 0.00 3.75 (3.75) 43.18 0.00 43.18 Income Earned 9/30/14 Thru 10/31/14 City of San Jacinto Account #10167 CUSIP Security Description Trade Date Settle Date Units Book Value: Begin Book Value: Acq Book Value: Disp Book Value: End Prior Accrued Inc. Received Ending Accrued Total Interest Accr. Of Discount Amort. Of Premium Net Accret/Amort Income Earned Unreal G/L Total Income PACKET PAGE: 44AGENDA ITEM 2.1.5 Execution Time: 11/4/2014 11:28:44 AMChandler Asset Management - CONFIDENTIAL Page 15 94974BFG0 Wells Fargo Corp Note 1.5% Due 01/16/2018 10/17/2014 10/22/2014 175,000.00 0.00 175,666.75 0.00 175,661.11 0.00 (700.00) 765.63 65.63 0.00 5.64 (5.64) 59.99 0.00 59.99 94974BET3 Wells Fargo Corp Note Due 10/01/2014 06/26/2012 06/29/2012 0.00 120,000.00 0.00 120,000.00 0.00 2,250.00 2,250.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 912828UG3 US Treasury Note 0.375% Due 01/15/2016 01/22/2014 01/23/2014 200,000.00 199,893.41 0.00 0.00 199,900.43 158.97 0.00 222.15 63.18 7.02 0.00 7.02 70.20 0.00 70.20 912828TD2 US Treasury Note 0.25% Due 07/15/2015 10/15/2013 10/18/2013 200,000.00 199,901.43 0.00 0.00 199,912.08 105.98 0.00 148.10 42.12 10.65 0.00 10.65 52.77 0.00 52.77 912828SY7 US Treasury Note 0.625% Due 05/31/2017 07/25/2013 07/26/2013 210,000.00 208,142.84 0.00 0.00 208,202.01 441.09 0.00 552.25 111.16 59.17 0.00 59.17 170.33 0.00 170.33 912828SC5 US Treasury Note 0.875% Due 01/31/2017 02/26/2014 02/27/2014 210,000.00 210,982.40 0.00 0.00 210,946.70 309.58 0.00 464.37 154.79 0.00 35.70 (35.70) 119.09 0.00 119.09 912828RM4 US Treasury Note 1% Due 10/31/2016 03/14/2014 03/17/2014 250,000.00 252,085.24 0.00 0.00 252,000.30 1,046.20 1,250.00 6.91 210.71 0.00 84.94 (84.94) 125.77 0.00 125.77 912828RF9 US Treasury Note 1% Due 08/31/2016 10/12/2012 10/15/2012 215,000.00 217,117.76 0.00 0.00 217,023.97 184.12 0.00 368.23 184.11 0.00 93.79 (93.79) 90.32 0.00 90.32 912828QA1 US Treasury Note 2.25% Due 03/31/2016 12/14/2012 12/17/2012 195,000.00 200,409.93 0.00 0.00 200,103.34 12.05 0.00 385.71 373.66 0.00 306.59 (306.59) 67.07 0.00 67.07 TOTAL Fixed Income 9,767,603.32 9,811,016.51 175,666.75 141,591.42 9,840,228.47 31,450.06 12,382.27 30,062.18 10,994.39 399.87 5,263.24 (4,863.37) 6,131.02 0.00 6,131.02 Income Earned 9/30/14 Thru 10/31/14 City of San Jacinto Account #10167 CUSIP Security Description Trade Date Settle Date Units Book Value: Begin Book Value: Acq Book Value: Disp Book Value: End Prior Accrued Inc. Received Ending Accrued Total Interest Accr. Of Discount Amort. Of Premium Net Accret/Amort Income Earned Unreal G/L Total Income PACKET PAGE: 45AGENDA ITEM 2.1.5 Execution Time: 11/4/2014 11:28:44 AMChandler Asset Management - CONFIDENTIAL Page 16 31846V203 First American Govt Obligation Fund Various Various 37,792.44 65,286.54 149,819.82 177,313.92 37,792.44 0.00 0.24 0.00 0.24 0.00 0.00 0.00 0.24 0.00 0.24 06538CPL9 Bank of Tokyo Mitsubishi NY Discount CP 0.21% Due 02/20/2015 10/20/2014 10/21/2014 205,000.00 0.00 204,854.11 0.00 204,867.26 0.00 0.00 0.00 0.00 13.15 0.00 13.15 13.15 0.00 13.15 06538CKM2 Bank of Tokyo Mitsubishi NY Discount CP Due 10/21/2014 06/16/2014 06/17/2014 0.00 199,976.67 0.00 200,000.00 0.00 0.00 0.00 0.00 0.00 23.33 0.00 23.33 23.33 0.00 23.33 TOTAL Cash & Equivalent 242,792.44 265,263.21 354,673.93 377,313.92 242,659.70 0.00 0.24 0.00 0.24 36.48 0.00 36.48 36.72 0.00 36.72 Cash & Equivalent TOTAL PORTFOLIO 10,010,395.76 10,076,279.72 530,340.68 518,905.34 10,082,888.17 31,450.06 12,382.51 30,062.18 10,994.63 436.35 5,263.24 (4,826.89) 6,167.74 0.00 6,167.74 Income Earned 9/30/14 Thru 10/31/14 City of San Jacinto Account #10167 CUSIP Security Description Trade Date Settle Date Units Book Value: Begin Book Value: Acq Book Value: Disp Book Value: End Prior Accrued Inc. Received Ending Accrued Total Interest Accr. Of Discount Amort. Of Premium Net Accret/Amort Income Earned Unreal G/L Total Income PACKET PAGE: 46AGENDA ITEM 2.1.5 Execution Time: 11/4/2014 11:28:44 AMChandler Asset Management - CONFIDENTIAL Page 17 12/18/2014 Paydown 43814GAC4 85,000.00 Honda Auto Receivables 2014-2 A3 0.77% Due 3/19/2018 0.00 54.54 54.54 12/16/2014 Interest 31331VGU4 250,000.00 FFCB Note 4.875% Due 12/16/2015 0.00 6,093.75 6,093.75 12/21/2014 Paydown 43814CAC3 101,963.92 Honda Auto Receivables 2013-1 A3 0.48% Due 11/21/2016 8,607.08 37.25 8,644.33 12/21/2014 Interest 313379DD8 260,000.00 FHLB Note 1% Due 6/21/2017 0.00 1,300.00 1,300.00 12/11/2014 Interest 313371NW2 225,000.00 FHLB Note 1.375% Due 12/11/2015 0.00 1,546.88 1,546.88 12/05/2014 Interest 69371RK62 150,000.00 Paccar Financial Corp Note 1.05% Due 6/5/2015 0.00 787.50 787.50 12/15/2014 Paydown 47787RAC4 100,639.40 John Deere Owner Trust 2012-B A3 0.53% Due 7/15/2016 6,438.00 41.53 6,479.53 12/15/2014 Paydown 161571FL3 125,000.00 Chase CHAIT Pool #2012-A5 0.59% Due 8/15/2017 0.00 61.46 61.46 Dec 2014 15,045.08 9,922.91 24,967.99 11/15/2014 Paydown 161571FL3 125,000.00 Chase CHAIT Pool #2012-A5 0.59% Due 8/15/2017 0.00 61.46 61.46 11/15/2014 Paydown 47787RAC4 100,639.40 John Deere Owner Trust 2012-B A3 0.53% Due 7/15/2016 6,620.11 44.45 6,664.56 11/16/2014 Interest 31331J2S1 290,000.00 FFCB Note 1.5% Due 11/16/2015 0.00 2,175.00 2,175.00 11/03/2014 Interest 037833AH3 200,000.00 Apple Inc Note 0.45% Due 5/3/2016 0.00 450.00 450.00 11/09/2014 Interest 36962G4T8 185,000.00 General Electric Capital Corp Note 2.25% Due 11/9/2015 0.00 2,081.25 2,081.25 11/15/2014 Interest 91159HHD5 125,000.00 US Bancorp Callable Note Cont 4/15/2017 1.65% Due 5/15/2017 0.00 1,031.25 1,031.25 11/27/2014 Interest 3137EACT4 180,000.00 FHLMC Note 2.5% Due 5/27/2016 0.00 2,250.00 2,250.00 11/30/2014 Interest 912828SY7 210,000.00 US Treasury Note 0.625% Due 5/31/2017 0.00 656.25 656.25 11/27/2014 Interest 3135G0KM4 200,000.00 FNMA Note 0.5% Due 5/27/2015 0.00 500.00 500.00 11/18/2014 Paydown 43814GAC4 85,000.00 Honda Auto Receivables 2014-2 A3 0.77% Due 3/19/2018 0.00 54.54 54.54 11/21/2014 Paydown 43814CAC3 101,963.92 Honda Auto Receivables 2013-1 A3 0.48% Due 11/21/2016 8,843.96 40.79 8,884.75 Nov 2014 15,464.07 9,344.99 24,809.06 Cash Flow Report From 10/31/2014 City of San Jacinto Account #10167 Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount PACKET PAGE: 47AGENDA ITEM 2.1.5 Execution Time: 11/4/2014 11:28:44 AMChandler Asset Management - CONFIDENTIAL Page 18 02/13/2015 Maturity 40428HPG1 125,000.00 HSBC USA Inc Note 2.375% Due 2/13/2015 125,000.00 1,484.38 126,484.38 02/15/2015 Paydown 47787RAC4 100,639.40 John Deere Owner Trust 2012-B A3 0.53% Due 7/15/2016 6,073.48 35.92 6,109.40 02/15/2015 Interest 48126EAA5 125,000.00 JP Morgan Note 2% Due 8/15/2017 0.00 1,250.00 1,250.00 02/15/2015 Interest 674599CB9 120,000.00 Occidental Petroleum Note 1.75% Due 2/15/2017 0.00 1,050.00 1,050.00 02/15/2015 Interest 742718DV8 190,000.00 Procter & Gamble Co Note 1.45% Due 8/15/2016 0.00 1,377.50 1,377.50 Feb 2015 344,204.38 11,509.89 355,714.27 01/31/2015 Interest 084670BD9 200,000.00 Berkshire Hathaway Note 1.9% Due 1/31/2017 0.00 1,900.00 1,900.00 01/15/2015 Paydown 47787RAC4 100,639.40 John Deere Owner Trust 2012-B A3 0.53% Due 7/15/2016 6,255.80 38.68 6,294.48 01/15/2015 Paydown 161571FL3 125,000.00 Chase CHAIT Pool #2012-A5 0.59% Due 8/15/2017 0.00 61.46 61.46 01/05/2015 Interest 459200GU9 120,000.00 IBM Corp Note 2% Due 1/5/2016 0.00 1,200.00 1,200.00 01/12/2015 Interest 3137EADN6 210,000.00 FHLMC Note 0.75% Due 1/12/2018 0.00 787.50 787.50 01/15/2015 Interest 912828TD2 200,000.00 US Treasury Note 0.25% Due 7/15/2015 0.00 250.00 250.00 01/15/2015 Interest 912828UG3 200,000.00 US Treasury Note 0.375% Due 1/15/2016 0.00 375.00 375.00 01/18/2015 Paydown 43814GAC4 85,000.00 Honda Auto Receivables 2014-2 A3 0.77% Due 3/19/2018 0.00 54.54 54.54 01/30/2015 Interest 3135G0GY3 295,000.00 FNMA Note 1.25% Due 1/30/2017 0.00 1,843.75 1,843.75 01/31/2015 Interest 912828SC5 210,000.00 US Treasury Note 0.875% Due 1/31/2017 0.00 918.75 918.75 01/16/2015 Interest 94974BFG0 175,000.00 Wells Fargo Corp Note 1.5% Due 1/16/2018 0.00 1,312.50 1,312.50 01/21/2015 Paydown 43814CAC3 101,963.92 Honda Auto Receivables 2013-1 A3 0.48% Due 11/21/2016 8,369.39 33.81 8,403.20 01/28/2015 Interest 3137EADJ5 220,000.00 FHLMC Note 1% Due 7/28/2017 0.00 1,100.00 1,100.00 01/29/2015 Interest 3133ECFV1 225,000.00 FFCB Note 0.43% Due 1/29/2016 0.00 483.75 483.75 Jan 2015 14,625.19 10,359.74 24,984.93 Cash Flow Report From 10/31/2014 City of San Jacinto Account #10167 Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount PACKET PAGE: 48AGENDA ITEM 2.1.5 Execution Time: 11/4/2014 11:28:44 AMChandler Asset Management - CONFIDENTIAL Page 19 03/15/2015 Paydown 47787RAC4 100,639.40 John Deere Owner Trust 2012-B A3 0.53% Due 7/15/2016 5,891.06 33.24 5,924.30 03/18/2015 Paydown 43814GAC4 85,000.00 Honda Auto Receivables 2014-2 A3 0.77% Due 3/19/2018 0.00 54.54 54.54 03/13/2015 Maturity 191216AX8 125,000.00 Coca Cola Company Note 0.75% Due 3/13/2015 125,000.00 468.75 125,468.75 03/15/2015 Paydown 161571FL3 125,000.00 Chase CHAIT Pool #2012-A5 0.59% Due 8/15/2017 0.00 61.46 61.46 03/21/2015 Paydown 43814CAC3 101,963.92 Honda Auto Receivables 2013-1 A3 0.48% Due 11/21/2016 7,891.60 27.21 7,918.81 03/08/2015 Interest 3137EADC0 220,000.00 FHLMC Note 1% Due 3/8/2017 0.00 1,100.00 1,100.00 03/05/2015 Maturity 713448BX5 125,000.00 Pepsico Inc. Note 0.75% Due 3/5/2015 125,000.00 468.75 125,468.75 03/09/2015 Interest 313378A43 235,000.00 FHLB Note 1.375% Due 3/9/2018 0.00 1,615.63 1,615.63 03/11/2015 Interest 313370JB5 275,000.00 FHLB Note 1.75% Due 9/11/2015 0.00 2,406.25 2,406.25 03/11/2015 Interest 3133XXP43 270,000.00 FHLB Note 3.125% Due 3/11/2016 0.00 4,218.75 4,218.75 Mar 2015 263,782.66 14,663.96 278,446.62 02/20/2015 Maturity 06538CPL9 205,000.00 Bank of Tokyo Mitsubishi NY Discount CP 0.21% Due 2/20/2015 205,000.00 0.00 205,000.00 02/21/2015 Paydown 43814CAC3 101,963.92 Honda Auto Receivables 2013-1 A3 0.48% Due 11/21/2016 8,130.90 30.46 8,161.36 02/18/2015 Paydown 43814GAC4 85,000.00 Honda Auto Receivables 2014-2 A3 0.77% Due 3/19/2018 0.00 54.54 54.54 02/15/2015 Paydown 161571FL3 125,000.00 Chase CHAIT Pool #2012-A5 0.59% Due 8/15/2017 0.00 61.46 61.46 02/17/2015 Interest 3133EADW5 200,000.00 FFCB Note 0.55% Due 8/17/2015 0.00 550.00 550.00 02/28/2015 Interest 912828RF9 215,000.00 US Treasury Note 1% Due 8/31/2016 0.00 1,075.00 1,075.00 02/28/2015 Interest 912828NV8 195,000.00 US Treasury Note 1.25% Due 8/31/2015 0.00 1,218.75 1,218.75 02/28/2015 Interest 3135G0MZ3 325,000.00 FNMA Note 0.875% Due 8/28/2017 0.00 1,421.88 1,421.88 02/25/2015 Interest 3137EACW7 190,000.00 FHLMC Note 2% Due 8/25/2016 0.00 1,900.00 1,900.00 Feb 2015 344,204.38 11,509.89 355,714.27 Cash Flow Report From 10/31/2014 City of San Jacinto Account #10167 Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount PACKET PAGE: 49AGENDA ITEM 2.1.5 Execution Time: 11/4/2014 11:28:44 AMChandler Asset Management - CONFIDENTIAL Page 20 05/03/2015 Interest 037833AH3 200,000.00 Apple Inc Note 0.45% Due 5/3/2016 0.00 450.00 450.00 05/09/2015 Interest 36962G4T8 185,000.00 General Electric Capital Corp Note 2.25% Due 11/9/2015 0.00 2,081.25 2,081.25 05/15/2015 Interest 91159HHD5 125,000.00 US Bancorp Callable Note Cont 4/15/2017 1.65% Due 5/15/2017 0.00 1,031.25 1,031.25 May 2015 212,936.46 9,308.85 222,245.31 04/30/2015 Interest 912828PE4 195,000.00 US Treasury Note 1.25% Due 10/31/2015 0.00 1,218.75 1,218.75 04/30/2015 Interest 912828RM4 250,000.00 US Treasury Note 1% Due 10/31/2016 0.00 1,250.00 1,250.00 04/15/2015 Interest 68389XAN5 200,000.00 Oracle Corp Note 1.2% Due 10/15/2017 0.00 1,200.00 1,200.00 04/15/2015 Paydown 161571FL3 125,000.00 Chase CHAIT Pool #2012-A5 0.59% Due 8/15/2017 0.00 61.46 61.46 04/15/2015 Interest 278642AB9 125,000.00 Ebay Inc Note 1.625% Due 10/15/2015 0.00 1,015.63 1,015.63 04/07/2015 Interest 02665WAB7 125,000.00 American Honda Finance Note 1.125% Due 10/7/2016 0.00 703.13 703.13 04/11/2015 Interest 3135G0BA0 265,000.00 FNMA Note 2.375% Due 4/11/2016 0.00 3,146.88 3,146.88 04/15/2015 Paydown 47787RAC4 100,639.40 John Deere Owner Trust 2012-B A3 0.53% Due 7/15/2016 5,708.54 30.63 5,739.17 04/26/2015 Interest 3135G0PQ0 175,000.00 FNMA Note 0.875% Due 10/26/2017 0.00 765.63 765.63 04/27/2015 Interest 3135G0JA2 235,000.00 FNMA Note 1.125% Due 4/27/2017 0.00 1,321.88 1,321.88 04/18/2015 Paydown 43814GAC4 85,000.00 Honda Auto Receivables 2014-2 A3 0.77% Due 3/19/2018 0.00 54.54 54.54 04/21/2015 Paydown 43814CAC3 101,963.92 Honda Auto Receivables 2013-1 A3 0.48% Due 11/21/2016 7,651.48 24.05 7,675.53 Apr 2015 13,360.02 10,792.58 24,152.60 03/29/2015 Interest 3137EADL0 200,000.00 FHLMC Note 1% Due 9/29/2017 0.00 1,000.00 1,000.00 03/31/2015 Interest 912828QA1 195,000.00 US Treasury Note 2.25% Due 3/31/2016 0.00 2,193.75 2,193.75 03/25/2015 Interest 594918AG9 125,000.00 Microsoft Note 1.625% Due 9/25/2015 0.00 1,015.63 1,015.63 Mar 2015 263,782.66 14,663.96 278,446.62 Cash Flow Report From 10/31/2014 City of San Jacinto Account #10167 Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount PACKET PAGE: 50AGENDA ITEM 2.1.5 Execution Time: 11/4/2014 11:28:44 AMChandler Asset Management - CONFIDENTIAL Page 21 07/05/2015 Interest 459200GU9 120,000.00 IBM Corp Note 2% Due 1/5/2016 0.00 1,200.00 1,200.00 07/12/2015 Interest 3137EADN6 210,000.00 FHLMC Note 0.75% Due 1/12/2018 0.00 787.50 787.50 Jul 2015 212,086.56 10,325.72 222,412.28 06/21/2015 Interest 313379DD8 260,000.00 FHLB Note 1% Due 6/21/2017 0.00 1,300.00 1,300.00 06/21/2015 Paydown 43814CAC3 101,963.92 Honda Auto Receivables 2013-1 A3 0.48% Due 11/21/2016 7,168.81 18.02 7,186.83 06/15/2015 Paydown 161571FL3 125,000.00 Chase CHAIT Pool #2012-A5 0.59% Due 8/15/2017 0.00 61.46 61.46 06/11/2015 Interest 313371NW2 225,000.00 FHLB Note 1.375% Due 12/11/2015 0.00 1,546.88 1,546.88 06/05/2015 Maturity 69371RK62 150,000.00 Paccar Financial Corp Note 1.05% Due 6/5/2015 150,000.00 787.50 150,787.50 06/15/2015 Paydown 47787RAC4 100,639.40 John Deere Owner Trust 2012-B A3 0.53% Due 7/15/2016 5,343.17 25.67 5,368.84 06/16/2015 Interest 31331VGU4 250,000.00 FFCB Note 4.875% Due 12/16/2015 0.00 6,093.75 6,093.75 06/18/2015 Paydown 43814GAC4 85,000.00 Honda Auto Receivables 2014-2 A3 0.77% Due 3/19/2018 0.00 54.54 54.54 Jun 2015 162,511.98 9,887.82 172,399.80 05/16/2015 Interest 31331J2S1 290,000.00 FFCB Note 1.5% Due 11/16/2015 0.00 2,175.00 2,175.00 05/18/2015 Paydown 43814GAC4 85,000.00 Honda Auto Receivables 2014-2 A3 0.77% Due 3/19/2018 0.00 54.54 54.54 05/15/2015 Paydown 47787RAC4 100,639.40 John Deere Owner Trust 2012-B A3 0.53% Due 7/15/2016 5,525.91 28.11 5,554.02 05/15/2015 Paydown 161571FL3 125,000.00 Chase CHAIT Pool #2012-A5 0.59% Due 8/15/2017 0.00 61.46 61.46 05/21/2015 Paydown 43814CAC3 101,963.92 Honda Auto Receivables 2013-1 A3 0.48% Due 11/21/2016 7,410.55 20.99 7,431.54 05/31/2015 Interest 912828SY7 210,000.00 US Treasury Note 0.625% Due 5/31/2017 0.00 656.25 656.25 05/27/2015 Maturity 3135G0KM4 200,000.00 FNMA Note 0.5% Due 5/27/2015 200,000.00 500.00 200,500.00 05/27/2015 Interest 3137EACT4 180,000.00 FHLMC Note 2.5% Due 5/27/2016 0.00 2,250.00 2,250.00 May 2015 212,936.46 9,308.85 222,245.31 Cash Flow Report From 10/31/2014 City of San Jacinto Account #10167 Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount PACKET PAGE: 51AGENDA ITEM 2.1.5 Execution Time: 11/4/2014 11:28:44 AMChandler Asset Management - CONFIDENTIAL Page 22 08/17/2015 Maturity 3133EADW5 200,000.00 FFCB Note 0.55% Due 8/17/2015 200,000.00 550.00 200,550.00 08/18/2015 Paydown 43814GAC4 85,000.00 Honda Auto Receivables 2014-2 A3 0.77% Due 3/19/2018 0.00 54.54 54.54 08/15/2015 Paydown 47787RAC4 100,639.40 John Deere Owner Trust 2012-B A3 0.53% Due 7/15/2016 4,977.37 21.03 4,998.40 08/15/2015 Interest 48126EAA5 125,000.00 JP Morgan Note 2% Due 8/15/2017 0.00 1,250.00 1,250.00 08/15/2015 Paydown 161571FL3 125,000.00 Chase CHAIT Pool #2012-A5 0.59% Due 8/15/2017 4,970.56 61.46 5,032.02 08/15/2015 Interest 742718DV8 190,000.00 Procter & Gamble Co Note 1.45% Due 8/15/2016 0.00 1,377.50 1,377.50 08/15/2015 Interest 674599CB9 120,000.00 Occidental Petroleum Note 1.75% Due 2/15/2017 0.00 1,050.00 1,050.00 Aug 2015 411,630.78 9,992.55 421,623.33 07/18/2015 Paydown 43814GAC4 85,000.00 Honda Auto Receivables 2014-2 A3 0.77% Due 3/19/2018 0.00 54.54 54.54 07/16/2015 Interest 94974BFG0 175,000.00 Wells Fargo Corp Note 1.5% Due 1/16/2018 0.00 1,312.50 1,312.50 07/15/2015 Paydown 47787RAC4 100,639.40 John Deere Owner Trust 2012-B A3 0.53% Due 7/15/2016 5,160.32 23.31 5,183.63 07/15/2015 Interest 912828UG3 200,000.00 US Treasury Note 0.375% Due 1/15/2016 0.00 375.00 375.00 07/15/2015 Maturity 912828TD2 200,000.00 US Treasury Note 0.25% Due 7/15/2015 200,000.00 250.00 200,250.00 07/15/2015 Paydown 161571FL3 125,000.00 Chase CHAIT Pool #2012-A5 0.59% Due 8/15/2017 0.00 61.46 61.46 07/30/2015 Interest 3135G0GY3 295,000.00 FNMA Note 1.25% Due 1/30/2017 0.00 1,843.75 1,843.75 07/31/2015 Interest 912828SC5 210,000.00 US Treasury Note 0.875% Due 1/31/2017 0.00 918.75 918.75 07/31/2015 Interest 084670BD9 200,000.00 Berkshire Hathaway Note 1.9% Due 1/31/2017 0.00 1,900.00 1,900.00 07/21/2015 Paydown 43814CAC3 101,963.92 Honda Auto Receivables 2013-1 A3 0.48% Due 11/21/2016 6,926.24 15.16 6,941.40 07/28/2015 Interest 3137EADJ5 220,000.00 FHLMC Note 1% Due 7/28/2017 0.00 1,100.00 1,100.00 07/29/2015 Interest 3133ECFV1 225,000.00 FFCB Note 0.43% Due 1/29/2016 0.00 483.75 483.75 Jul 2015 212,086.56 10,325.72 222,412.28 Cash Flow Report From 10/31/2014 City of San Jacinto Account #10167 Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount PACKET PAGE: 52AGENDA ITEM 2.1.5 Execution Time: 11/4/2014 11:28:44 AMChandler Asset Management - CONFIDENTIAL Page 23 10/07/2015 Interest 02665WAB7 125,000.00 American Honda Finance Note 1.125% Due 10/7/2016 0.00 703.13 703.13 10/11/2015 Interest 3135G0BA0 265,000.00 FNMA Note 2.375% Due 4/11/2016 0.00 3,146.88 3,146.88 Oct 2015 335,780.19 10,756.87 346,537.06 09/25/2015 Maturity 594918AG9 125,000.00 Microsoft Note 1.625% Due 9/25/2015 125,000.00 1,015.63 126,015.63 09/29/2015 Interest 3137EADL0 200,000.00 FHLMC Note 1% Due 9/29/2017 0.00 1,000.00 1,000.00 09/30/2015 Interest 912828QA1 195,000.00 US Treasury Note 2.25% Due 3/31/2016 0.00 2,193.75 2,193.75 09/11/2015 Interest 3133XXP43 270,000.00 FHLB Note 3.125% Due 3/11/2016 0.00 4,218.75 4,218.75 09/11/2015 Maturity 313370JB5 275,000.00 FHLB Note 1.75% Due 9/11/2015 275,000.00 2,406.25 277,406.25 09/08/2015 Interest 3137EADC0 220,000.00 FHLMC Note 1% Due 3/8/2017 0.00 1,100.00 1,100.00 09/09/2015 Interest 313378A43 235,000.00 FHLB Note 1.375% Due 3/9/2018 0.00 1,615.63 1,615.63 09/15/2015 Paydown 161571FL3 125,000.00 Chase CHAIT Pool #2012-A5 0.59% Due 8/15/2017 4,973.01 59.01 5,032.02 09/21/2015 Paydown 43814CAC3 101,963.92 Honda Auto Receivables 2013-1 A3 0.48% Due 11/21/2016 6,438.65 9.71 6,448.36 09/15/2015 Paydown 47787RAC4 100,639.40 John Deere Owner Trust 2012-B A3 0.53% Due 7/15/2016 4,794.30 18.84 4,813.14 09/18/2015 Paydown 43814GAC4 85,000.00 Honda Auto Receivables 2014-2 A3 0.77% Due 3/19/2018 0.00 54.54 54.54 Sep 2015 416,205.96 13,692.11 429,898.07 08/28/2015 Interest 3135G0MZ3 325,000.00 FNMA Note 0.875% Due 8/28/2017 0.00 1,421.88 1,421.88 08/25/2015 Interest 3137EACW7 190,000.00 FHLMC Note 2% Due 8/25/2016 0.00 1,900.00 1,900.00 08/31/2015 Interest 912828RF9 215,000.00 US Treasury Note 1% Due 8/31/2016 0.00 1,075.00 1,075.00 08/21/2015 Paydown 43814CAC3 101,963.92 Honda Auto Receivables 2013-1 A3 0.48% Due 11/21/2016 6,682.85 12.39 6,695.24 08/31/2015 Maturity 912828NV8 195,000.00 US Treasury Note 1.25% Due 8/31/2015 195,000.00 1,218.75 196,218.75 Aug 2015 411,630.78 9,992.55 421,623.33 Cash Flow Report From 10/31/2014 City of San Jacinto Account #10167 Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount PACKET PAGE: 53AGENDA ITEM 2.1.5 Execution Time: 11/4/2014 11:28:44 AMChandler Asset Management - CONFIDENTIAL Page 24 10/21/2015 Paydown 43814CAC3 101,963.92 Honda Auto Receivables 2013-1 A3 0.48% Due 11/21/2016 6,193.60 7.14 6,200.74 10/31/2015 Maturity 912828PE4 195,000.00 US Treasury Note 1.25% Due 10/31/2015 195,000.00 1,218.75 196,218.75 10/26/2015 Interest 3135G0PQ0 175,000.00 FNMA Note 0.875% Due 10/26/2017 0.00 765.63 765.63 10/31/2015 Interest 912828RM4 250,000.00 US Treasury Note 1% Due 10/31/2016 0.00 1,250.00 1,250.00 10/27/2015 Interest 3135G0JA2 235,000.00 FNMA Note 1.125% Due 4/27/2017 0.00 1,321.88 1,321.88 10/15/2015 Paydown 47787RAC4 100,639.40 John Deere Owner Trust 2012-B A3 0.53% Due 7/15/2016 4,611.14 16.72 4,627.86 10/15/2015 Interest 68389XAN5 200,000.00 Oracle Corp Note 1.2% Due 10/15/2017 0.00 1,200.00 1,200.00 10/18/2015 Paydown 43814GAC4 85,000.00 Honda Auto Receivables 2014-2 A3 0.77% Due 3/19/2018 0.00 54.54 54.54 10/15/2015 Paydown 161571FL3 125,000.00 Chase CHAIT Pool #2012-A5 0.59% Due 8/15/2017 4,975.45 56.57 5,032.02 10/15/2015 Maturity 278642AB9 125,000.00 Ebay Inc Note 1.625% Due 10/15/2015 125,000.00 1,015.63 126,015.63 Oct 2015 335,780.19 10,756.87 346,537.06 Total 2,417,633.33 130,557.99 2,548,191.32 Cash Flow Report From 10/31/2014 City of San Jacinto Account #10167 Payment Date Transaction Type CUSIP Quantity Security Description Principal Amount Income Total Amount PACKET PAGE: 54AGENDA ITEM 2.1.5 City of San JacintoMthlPtfliR tMonthly Portfolio ReportOctober 31, 2014PACKET PAGE: 55 AGENDA ITEM 2.1.5 CITY OFSANJACINTOMONTHLYPORTFOLIOREPORTOCTOBER31 2014OCTOBER31, 2014PORTFOLIOSUMMARYINFORMATIONSECTOR& CREDITQUALITYDISTRIBUTIONTotal Par Value9 943 401Total Par Value9,943,401Market Value 10,083,513.16Accrued Interest 41,356.38Total Market Value 10,124,869.54Amortized Book Value 10,062,297.39Net Unrealized Gain/Loss 21,215.77Effective Maturity180Sector (U.S.) MV w/o AccCash & Equivalents 20,401.49U.S. Treasuries 8,047,758.44Corporates 2,015,353.230.2%20.0%Effective Maturity1.80Effective Duration 1.77Average Coupon 1.575%Average Yield on Cost 0.672%Average Yield on Market 0.566%Average S&P Rating AACOUPONDISTRIBUTIONCoupon % MV w/o Acc Average Coupon0% - 1% 2,875,557.98 0.806%1% - 2% 3,304,520.91 1.255%2% 3%3 523 174 152318%79.8%Cash & EquivalentsU.S. TreasuriesCorporates2% - 3%3,523,174.152.318%3% - 4% 380,260.12 3.460%4% - 5%5% - 6%6% - 7%S&P Quality MV w/o AccAAA 20,401.49AA 9,432,734.05A 379,127.62Below A 251,250.000.2%3.8%2.5%93.5%AAAAAABelow APACKET PAGE: 56 AGENDA ITEM 2.1.5 CITY OFSANJACINTOMONTHLYPORTFOLIOREPORTOCTOBER31 2014OCTOBER31, 2014MATURITYDISTRIBUTIONMaturity (Yrs) MV w/o Acc0.00 - 0.49 145,785.360.50 - 0.99 759,870.001.00 - 1.49 2,031,871.851.50 - 1.99 2,858,106.9620002,5003,0003,500MV w/o Acc2.00 - 2.49 2,592,076.072.50 - 2.99 1,695,802.923.00 - 3.49 0.003.50 - 3.99 0.004.00 - 4.49 0.004.50 - 4.99 0.005001,0001,5002,000$ (000)DURATION& YIELDDISTRIBUTION5.00+ 0.0000.00 ‐0.490.50 ‐0.991.00 ‐1.491.50 ‐1.992.00 ‐2.492.50 ‐2.993.00 ‐3.493.50 ‐3.994.00 ‐4.494.50 ‐4.995.00+Eff Dur % Held (MV) YTW Eff Dur0.00 - 0.49 1.446% 0.509% 0.110.50 - 0.99 7.536% 0.867% 0.701.00 - 1.49 24.723% 0.388% 1.240.70%0.80%0.90%1.00%25.00%30.00%35.00%ntage (%)% of Market Value (Left Axis)Portfolio Yield (Right Axis)1.50 - 1.99 28.277% 0.442% 1.772.00 - 2.49 30.887% 0.671% 2.302.50 - 2.99 7.131% 0.914% 2.833.00 - 3.493.50 - 3.994.00 - 4.490.10%0.20%0.30%0.40%0.50%0.60%5.00%10.00%15.00%20.00%Yield (%)Market Value Percen4.50 - 4.995.00+0.00%0.00%0.00 ‐0.490.50 ‐0.991.00 ‐1.491.50 ‐1.992.00 ‐2.492.50 ‐2.993.00 ‐3.493.50 ‐3.994.00 ‐4.494.50 ‐4.995.00+Effective Duration BucketPACKET PAGE: 57 AGENDA ITEM 2.1.5 CITY OFSANJACINTOMONTHLYPORTFOLIOREPORTOCTOBER31 2014OCTOBER31, 2014PORTFOLIOHOLDINGSPurchase Original Yield Amortized Market Market Value Accrued Market Value Yield Gain/ Moody's S&P Effective Effective % MarketCUSIP Issuer Name Coupon Maturity Par Value Date Cost Value on Cost Book Value Price w/o Accrued Interest w/ Accrued on Market Loss Rating Rating Maturity Duration ValueCash & EquivalentsFGVXX First American Government Obligations - Class Y 0.010% 11/01/14 20,401 20,401.49 0.010% 20,401.49 100.000 20,401.49 0.09 20,401.58 0.010% 0.00 Aaa AAA 0.00 0.00 0.20%Total Cash & Equivalents20,401 20,401.49 0.010% 20,401.49 20,401.49 0.09 20,401.58 0.010% 0.00 Aaa AAA 0.00 0.00 0.20%U.S. Treasury Bonds912828PS3US Treasury Notes/Bonds2 000%01/31/16450 00005/02/13471 199 220 272%459 686 49102 203459 913 952 274 46462 188 410 234%227 46AaaAA+1251244 56%912828PS3US Treasury Notes/Bonds2.000%01/31/16450,00005/02/13471,199.220.272%459,686.49102.203459,913.952,274.46462,188.410.234%227.46AaaAA+1.251.244.56%912828QA1 US Treasury Notes/Bonds 2.250% 03/31/16 430,000 04/04/13 454,691.41 0.311% 441,738.97 102.758 441,858.54 850.55 442,709.09 0.295% 119.57 Aaa AA+ 1.42 1.40 4.38%912828QF0 US Treasury Notes/Bonds 2.000% 04/30/16 450,000 06/04/13 469,775.39 0.472% 460,229.67 102.461 461,074.05 24.86 461,098.91 0.354% 844.38 Aaa AA+ 1.50 1.48 4.57%912828QP8 US Treasury Notes/Bonds 1.750% 05/31/16 475,000 12/03/13 490,864.26 0.399% 485,099.37 102.180 485,353.52 3,497.61 488,851.13 0.367% 254.15 Aaa AA+ 1.58 1.55 4.81%912828QR4 US Treasury Notes/Bonds 1.500% 06/30/16 450,000 10/02/13 461,636.72 0.548% 457,077.29 101.828 458,226.45 2,274.46 460,500.91 0.398% 1,149.16 Aaa AA+ 1.67 1.64 4.54%912828QX1 US Treasury Notes/Bonds 1.500% 07/31/16 490,000 08/02/13 503,092.19 0.595% 497,691.36 101.883 499,225.72 1,857.47 501,083.19 0.419% 1,534.36 Aaa AA+ 1.75 1.72 4.95%912828RF9 US Treasury Notes/Bonds 1.000% 08/31/16 470,000 09/04/13 471,615.63 0.883% 470,996.65 101.000 474,700.00 804.97 475,504.97 0.451% 3,703.35 Aaa AA+ 1.83 1.82 4.71%912828RJ1 US Treasury Notes/Bonds 1.000% 09/30/16 250,000 11/04/13 253,076.17 0.571% 252,036.16 100.953 252,382.75 219.78 252,602.53 0.499% 346.59 Aaa AA+ 1.92 1.90 2.50%912828RJ1 US Treasury Notes/Bonds 1.000% 09/30/16 225,000 03/04/14 227,645.51 0.538% 226,972.82 100.953 227,144.47 197.80 227,342.27 0.499% 171.65 Aaa AA+ 1.92 1.90 2.25%912828RM4 US Treasury Notes/Bonds 1.000% 10/31/16 450,000 01/06/14 453,515.63 0.719% 452,506.23 100.953 454,288.95 12.43 454,301.38 0.520% 1,782.72 Aaa AA+ 2.00 1.98 4.51%912828RU6 US Treasury Notes/Bonds 0.875% 11/30/16 475,000 12/03/13 479,286.13 0.570% 477,993.45 100.664 478,154.47 1,748.80 479,903.27 0.554% 161.02 Aaa AA+ 2.08 2.06 4.74%912828RX0 US Treasury Notes/Bonds 0.875% 12/31/16 450,000 02/03/14 453,251.95 0.623% 452,432.25 100.570 452,566.35 1,326.77 453,893.12 0.609% 134.10 Aaa AA+ 2.17 2.14 4.49%912828SC5 US Treasury Notes/Bonds 0.875% 01/31/17 250,000 03/04/14 251,445.31 0.674% 251,121.16 100.547 251,367.25 552.82 251,920.07 0.630% 246.09 Aaa AA+ 2.25 2.23 2.49%912828SJ0 US Treasury Notes/Bonds 0.875% 02/28/17 500,000 04/02/14 499,472.66 0.912% 499,576.42 100.500 502,500.00 749.31 503,249.31 0.658% 2,923.58 Aaa AA+ 2.33 2.30 4.98%912828SM3 US Treasury Notes/Bonds 1.000% 03/31/17 450,000 05/02/14 451,828.13 0.858% 451,522.60 100.711 453,199.05 395.60 453,594.65 0.703% 1,676.45 Aaa AA+ 2.42 2.38 4.49%912828SS0 US Treasury Notes/Bonds 0.875% 04/30/17 450,000 06/04/14 450,808.60 0.812% 450,696.73 100.328 451,476.45 10.88 451,487.33 0.742% 779.72 Aaa AA+ 2.50 2.47 4.48%912828NG1 US Treasury Notes/Bonds 2.750% 05/31/17 500,000 07/02/14 526,484.38 0.895% 523,592.00 105.047 525,234.50 5,785.52 531,020.02 0.772% 1,642.50 Aaa AA+ 2.58 2.48 5.21%912828TM2 US Treasury Notes/Bonds 0.625% 08/31/17 450,000 09/03/14 444,867.19 1.014% 445,131.53 99.227 446,519.70 481.70 447,001.40 0.902% 1,388.17 Aaa AA+ 2.83 2.80 4.43%912828TS9 US Treasury Notes/Bonds 0.625% 09/30/17 275,000 10/02/14 271,626.95 1.044% 271,706.19 99.117 272,572.27 151.10 272,723.37 0.933% 866.08 Aaa AA+ 2.92 2.88 2.70%Total U.S. Treasury Bonds7,940,000 8,086,183.43 0.668% 8,027,807.34 8,047,758.44 23,216.89 8,070,975.33 0.547% 19,951.10 Aaa AA+ 2.03 2.00 79.81%Corporate Bonds824348AN6 Sherwin-Williams Co 3.125% 12/15/14 125,000 11/13/12 131,810.00 0.490% 125,396.67 100.307 125,383.87 1,475.69 126,859.56 0.590% -12.80 A3 A- 0.17 0.12 1.24%372917AQ7 Genzyme Corp 3.625% 06/15/15 250,000 10/26/12 269,797.50 0.577% 254,702.30 101.950 254,876.25 3,423.61 258,299.86 0.479% 173.95 A1 AA0.67 0.61 2.53%14912L4M0 Caterpillar Fin Serv Crp 2.750% 06/24/15 250,000 10/26/12 263,980.00 0.616% 253,421.93 101.497 253,743.75 2,425.35 256,169.10 0.428% 321.82 A2 A 0.67 0.64 2.52%24702RAL5 Dell Inc 2.300% 09/10/15 250,000 10/26/12 260,307.50 0.836% 253,116.20 100.500 251,250.00 814.58 252,064.58 1.704% -1,866.20 B1 B+ 0.83 0.85 2.49%36962G4T8 General Electric Capital Corp 2.250% 11/09/15 450,000 10/25/12 467,185.50 0.966% 455,857.28 101.849 458,321.85 4,837.50 463,159.35 0.434% 2,464.57 A1 AA+ 1.00 1.01 4.55%78008KBS1 Royal Bank of Canada 2.625% 12/15/15 250,000 10/25/12 264,480.00 0.746% 255,229.31 102.289 255,723.00 2,479.17 258,202.17 0.574% 493.69 Aa3 AA- 1.17 1.10 2.54%459200GU9 IBM Corp 2.000% 01/05/16 108,000 10/26/12 112,639.68 0.632% 109,729.30 101.795 109,938.71 696.00 110,634.71 0.469% 209.41 Aa3 AA- 1.171.16 1.09%58933YAB1 Merck & Co Inc 2.250% 01/15/16 300,000 07/23/14 308,079.00 0.403% 306,635.57 102.039 306,115.80 1,987.50 308,103.30 0.549% -519.77 A2 AA 1.25 1.19 3.04%Total Corporate Bonds1,983,0002,078,279.180.695%2,014,088.562,015,353.2318,139.402,033,492.630.644%1,264.67A2A+0.910.8819.99%Total Corporate Bonds1,983,0002,078,279.180.695%2,014,088.562,015,353.2318,139.402,033,492.630.644%1,264.67A2A+0.910.8819.99%Portfolio Totals 1.575% 9,943,401 10,184,864.10 0.672% 10,062,297.39 101.409 10,083,513.16 41,356.38 10,124,869.54 0.566% 21,215.77 Aa1 AA 1.80 1.77 100% PACKET PAGE: 58 AGENDA ITEM 2.1.5 CITY OFSANJACINTOMONTHLYPORTFOLIOREPORTOCTOBER31 2014OCTOBER31, 2014PORTFOLIOTRANSACTIONSTrade SettleUnit Amortized Unit Sale/Purchased Total Cost/ NetDate Date Quantity Security Coupon Maturity Par Value Cost Book Value Price Principal Accrued Interest Proceeds Gain/LossPurchases10/02/14 10/06/14 275,000 US Treasury Notes/Bonds 0.625% 09/30/17 275,000 98.77 271,626.95 28.33 271,655.28Total Purchases275 000271 626 9528 33271 655 28Total Purchases275,000271,626.9528.33271,655.28Sales10/02/14 10/06/14 225,000 US Treasury Notes/Bonds 2.125% 02/29/16 225,000 102.37 230,341.72 102.59 230,836.50 475.48 231,311.98 494.78Total Sales225,000 230,341.72 230,836.50 475.48 231,311.98 494.78 PACKET PAGE: 59 AGENDA ITEM 2.1.5 CITY OFSANJACINTOMONTHLYPORTFOLIOREPORTOCTOBER31 2014OCTOBER31, 2014PORTFOLIOINTERESTEARNINGSBeginningAdjusted EndingSecurityAccrued Purchased Sold Interest Earned Amortization/ Interest AccruedSymbol Description Coupon Maturity Interest Interest Interest Received Interest Accretion Earned InterestU.S. Treasury Bonds912828PS3 US Treasury Notes/Bonds 2.000% 01/31/16 1,516.30 0.00 0.00 0.00 758.15 -657.31 100.84 2,274.46912828QJ2 US Treasury Notes/Bonds 2.125% 02/29/16 409.44 0.00 -475.48 0.00 66.04 -62.66 3.38 0.00912828QA1 US Treasury Notes/Bonds 2.250% 03/31/16 26.58 0.00 0.00 0.00 823.97 -703.60 120.37 850.55912828QF0 US Treasury Notes/Bonds 2.000% 04/30/16 3,766.30 0.00 0.00 -4,500.00 758.56 -578.64 179.92 24.86912828QP8 US Treasury Notes/Bonds 1.750% 05/31/16 2,793.55 0.00 0.00 0.00 704.06 -540.80 163.26 3,497.61912828QR4 US Treasury Notes/Bonds 1.500% 06/30/16 1,705.84 0.00 0.00 0.00 568.61 -359.72 208.90 2,274.46912828QX1 US Treasury Notes/Bonds 1.500% 07/31/16 1,238.32 0.00 0.00 0.00 619.16 -371.68 247.47 1,857.47912828RF9 US Treasury Notes/Bonds 1.000% 08/31/16 402.49 0.00 0.00 0.00 402.49 -45.79 356.69 804.97912828RJ1 US Treasury Notes/Bonds 1.000% 09/30/16 13.05 0.00 0.00 0.00 404.53 -176.81 227.72 417.58912828RM4 US Treasury Notes/Bonds 1.000% 10/31/16 1,883.15 0.00 0.00 -2,250.00 379.28 -105.63 273.64 12.43912828RU6 US Treasury Notes/Bonds 0.875% 11/30/16 1,396.77 0.00 0.00 0.00 352.03 -121.35 230.68 1,748.80912828RX0 US Treasury Notes/Bonds 0.875% 12/31/16 995.07 0.00 0.00 0.00 331.69 -94.66 237.04 1,326.77912828SC5 US Treasury Notes/Bonds 0.875% 01/31/17 368.55 0.00 0.00 0.00 184.27 -41.95 142.32 552.82912828SJ0US Treasury Notes/Bonds0875%02/28/17374 65000000000374 6515 28389 93749 31912828SJ0US Treasury Notes/Bonds0.875%02/28/17374.650.000.000.00374.6515.28389.93749.31912828SM3 US Treasury Notes/Bonds 1.000% 03/31/17 12.36 0.00 0.00 0.00 383.24 -53.01 330.24 395.60912828SS0 US Treasury Notes/Bonds 0.875% 04/30/17 1,647.76 0.00 0.00 -1,968.75 331.87 -23.46 308.41 10.88912828NG1 US Treasury Notes/Bonds 2.750% 05/31/17 4,620.90 0.00 0.00 0.00 1,164.62 -767.16 397.45 5,785.52912828TM2 US Treasury Notes/Bonds 0.625% 08/31/17 240.85 0.00 0.00 0.00 240.85 143.82 384.67 481.70912828TS9 US Treasury Notes/Bonds 0.625% 09/30/17 0.00 28.33 0.00 0.00 122.77 79.24 202.01 151.10Total U S TreasuryBonds23 411 9328 33475 488 718 758 970 844 465 894 504 9423 216 89Total U.S. Treasury Bonds23,411.9328.33-475.48-8,718.758,970.84-4,465.894,504.9423,216.89Corporate Bonds824348AN6 Sherwin-Williams Co 3.125% 12/15/14 1,150.17 0.00 0.00 0.00 325.52 -279.33 46.19 1,475.69372917AQ7 Genzyme Corp 3.625% 06/15/15 2,668.40 0.00 0.00 0.00 755.21 -643.70 111.51 3,423.6114912L4M0 Caterpillar Fin Serv Crp 2.750% 06/24/15 1,852.43 0.00 0.00 0.00 572.92 -450.39 122.53 2,425.3524702RAL5DllI2300%09/10/15335 42000000000479 17307 42171 75814 5824702RAL5Dell Inc2.300%09/10/15335.420.000.000.00479.17-307.42171.75814.5836962G4T8 General Electric Capital Corp 2.250% 11/09/15 3,993.75 0.00 0.00 0.00 843.75 -484.20 359.55 4,837.5078008KBS1 Royal Bank of Canada 2.625% 12/15/15 1,932.29 0.00 0.00 0.00 546.87 -394.58 152.30 2,479.17459200GU9 IBM Corp 2.000% 01/05/16 516.00 0.00 0.00 0.00 180.00 -124.17 55.83 696.0058933YAB1 Merck & Co Inc 2.250% 01/15/16 1,425.00 0.00 0.00 0.00 562.50 -466.28 96.22 1,987.50Total Corporate Bonds13,873.46 0.00 0.00 0.00 4,265.94 -3,150.07 1,115.88 18,139.40 PACKET PAGE: 60 AGENDA ITEM 2.1.5 CITY OFSANJACINTOMONTHLYPORTFOLIOREPORTOCTOBER31 2014OCTOBER31, 2014PORTFOLIOINTERESTEARNINGS(CONTINUED)BeginningAdjusted EndingSecurityAccrued Purchased Sold Interest Earned Amortization/ Interest AccruedSymbol Description Coupon Maturity Interest Interest Interest Received Interest Accretion Earned InterestCash & EquivalentsFGVXX First American Government Obligations - Class Y 0.010% 11/01/14 0.35 0.00 0.00 -0.35 0.09 0.00 0.09 0.09Total Cash & Equivalents0.35 0.00 0.00 -0.35 0.09 0.00 0.09 0.09Portfolio Totals37,285.74 28.33 -475.48 -8,719.10 13,236.87 -7,615.96 5,620.91 41,356.38 PACKET PAGE: 61 AGENDA ITEM 2.1.5 CITY OFSANJACINTOMONTHLYPORTFOLIOREPORTOCTOBER31 2014OCTOBER31, 2014PORTFOLIOCASHLEDGERTrade SettleDate Date Activity DescriptionAmountCash10/01/14 Beginning Balance0.0010/01/14 Addition to Portfolio0.3510/02/14 Withdrawal from Portfolio-0.3510/31/14 Ending Balance0.00First American Government Obligations - Class Y10/01/14 Beginning Balance52,129.8610/02/14 10/02/14 Transfer from MMF Dividend0.3510/02/14 10/06/14 Sale US Treasury Notes/Bonds230,836.5010/02/14 10/06/14 Purchase US Treasury Notes/Bonds-271,626.9510/02/14 10/06/14 Accrued Interest US Treasury Notes/Bonds475.4810/02/14 10/06/14 Accrued Interest US Treasury Notes/Bonds-28.3310/27/14 Withdrawal from Portfolio-104.1710/31/14 10/31/14 Interest US Treasury Notes/Bonds4,500.0010/31/14 10/31/14 Interest US Treasury Notes/Bonds2,250.0010/31/14 10/31/14 Interest US Treasury Notes/Bonds1,968.7510/31/14 Ending Balance20,401.49PACKET PAGE: 62 AGENDA ITEM 2.1.5 CITY OFSANJACINTOMONTHLYPORTFOLIOREPORTOCTOBER31 2014OCTOBER31, 2014PORTFOLIOPERFORMANCETotal Return Current Prior 3 Prior 12 Year to 3-Years 5-Years 11/30/12as of 10/31/2014 Month Months Months DateCity of San Jacinto 0.28 0.43 0.80 0.81 - - 0.69Average Annualized ReturnsBofA Merrill 1-3 Year Treasury 0.27 0.39 0.67 0.72 0.54 1.04 0.58 PACKET PAGE: 63 AGENDA ITEM 2.1.5 CITY OFSANJACINTOMONTHLYPORTFOLIOREPORTOCTOBER31 2014OCTOBER31, 2014PORTFOLIOCOMPLIANCESection Description Compliance Requirement BLX CommentIX. 2U.S. Treasury No limitations CompliantIX. 3 Federal Agency No limitations CompliantIX. 1 Municipal BondsRated in 4 highest general classifications by nationally recognized rating service; 5% issuer limitationCompliantIX. 4Bankers AcceptancesRated A1 or better and have long term debt rated A or better by 2 NRSRO's;  Maturity ≤ to 180 days, 40% total portfolio limit, 5% issuer limitCompliantSection Description Compliance Requirement BLX CommentIX. 14 Pass‐Through SecuritiesIssuer debt rated at least A by 2 NRSRO; Must be rated in the AA category by 2 NRSRO's; 20% total portfolio limit, 5‐year maturity limitCompliantCorporate BondsCorporations organized and operating in the U.S. or depository institutions licensed by the U.S. or any state and operating in the U.S.;  Rated in the A category or better by 2 NRSRO's, 5‐year maturity limit; 30% total portfolio limit, 5% issuer limitCompliance Exception Noted1IX. 13IX. 7 CDARS 30% limit in combination of CD's (including CDARS); 5‐year maturity limit CompliantIX. 5Federally Insured Time DepositsLimited to amounts covered under federal insurance; 5‐year maturity limit CompliantIX. 6Time Deposits Fully collateralized per CA law, 20% limit when combined with IX. 5; Issuer must have long‐term debt rated A or higher or short‐term debt rated A1 or higher by 2 NRSRO's, 5‐year maturity limitCompliantyy,%p,%IX. 16 Mutual Funds Authorized by CA Government Code Section 53601 CompliantX.A.1 Futures and Options Prohibited CompliantX.A.2Inverse Floaters, Range dOSiProhibited CompliantIX. 15 Money Market FundsRegisterd with SEC under 1940 Act, have highest ranking by 2 NRSRO's; Retained advisor registered (or exempt from registration) with 5 years experience investing in securities authorized by CA 53601 and at least $500 million of assets; 20% total portfolio limit, 10% per fund limitCompliantIX. 9Repurchase AgreementsCollateralized at 102% in accordance with policy; 1‐year maturity limit, no % portfolio limit, collateral held by custodian bank; Subject to master repurchase agreement substantially in SIFMA's formCompliantIX10CilPIssuer is organized and operating in the U.S. with assets of at least $500 million;  Issuer short‐term ratings of A1 or higher and long‐term ratings of A CliIX. 8Negotiable CD'sIssuer must have long‐term debt rated A or higher and/or short‐term debt rated A1 or higher by 2 NRSRO's; Maturity ≤ to 5 years, 30% total portfolio limit, 5% issuer limitCompliantX.A.3 Potential Zero Accruals Prohibited CompliantX.A.5 Purchases on Margin Prohibited CompliantX.A.6Reverse Repos & LeverageProhibited CompliantX.A.7 Foreign $ Securities Prohibited CompliantX.B.2 Single Issuer Limitation 5% issuer limitation, except U.S. Government and its agencies & enterprises CompliantNotes, and IO StripspIX. 11 LAIF 70% total portfolio limit, up to the maximum permitted balance CompliantIX. 12Local Government Investment PoolsRiverside County Investment Fund limited to 70% of the portfolio; JPA Pools limited to 50% of the portfolioCompliantIX. 10Commercial Papero;ssuesoeagsoogeadogeagsoor higher by 2 NRSRO's;  Maturity ≤ 270 days; 25% total portfolio limit; 5% issuer limitCompliantX.C.2 Callable Securities 20% of total portfolio (excluding Make Whole Call securities) CompliantX.C.3 Maximum Maturity Individual security maturities limited to 5 years or less CompliantX.C.4Portfolio Duration LimitationAverage portfolio duration will be managed to be approximatly equal to the Market Benchmark selected by the City (typically +/‐ 20 of benchmark duration)Compliant1In February 2013, the Dell 2.30% 9/10/2015 Bonds, CUSIP 24702RAL5 (the “Dell Bonds”), were downgraded by Moody’s Investor Service (“Moody’s”) to Baa1 from A2. In addition, Fitch Ratings (“Fitch”) lowered the ratings on thDllBdtBB+fAThddtblth“A”tbbthMd’dFit hdthDllBdtbtfliiththCit ’IttPlihi hitdittthe Dell Bonds to BB+ from A.The downgrade to below the “A” category by both Moody’s and Fitch caused the Dell Bonds to be outof compliance with the City’s Investment Policy which requires corporate medium term notes to have a rating in the “A” category or better by at least two nationally recognized statistical rating organizations (“NRSRO’s”). Furthermore, Standard & Poor’s (“S&P”) downgraded the Dell Bonds to BBB from A‐in May 2013.  In September 2013, the Dell bonds received additional downgrades; S&Plowered ratings to B+ from BBB and Fitch lowered ratings to B+ from BB+.   Moody’s then lowered ratings to B1 from Baa1 in October 2013.  Based upon discussions between BLX Group LLC (“BLX”) and the City, the City has elected to retain the Dell Bonds in the portfolio. This decision is based upon the relatively short remaining term to maturity of the Dell Bonds and the outlook that Dell will maintain the resources to fully service its debt obligations. The City, together with BLX, will continue to monitor the status of the Dell Bonds and BLX will provide monthly status updates in accordance with the requirements of the Investment Policy. Please see the accompanying memorandum for further details.PACKET PAGE: 64 AGENDA ITEM 2.1.5 TO CITY OF SAN JACINTO FROM BLX GROUP LLC DATE OCTOBER 31, 2014 RE DOWNGRADE OF DELL BO On October 29, 2013, the group (the “Dell/Silver Lake Group”) comprised of Dell’s Chairman and Chief Executive Officer, Michael Dell (“Mr. Dell”), and private equity firm Silver Lake Partners completed the leveraged buyout transaction (the “Go-Private Tran amended on August 2, 2013. The Dell/Silver Lake Group funded the $24.9 billion Go debt financing arrangements, cash equity contributions, and cash on hand at Dell As of month end, the City’s Dell Bonds (“Dell Bonds”) hold a rating of B+ by S&P, B1 by Moody’s, and B+ by Fitch. As reflected in Table 1, the average observed closing price for the Dell Bonds on October 31 was 100.511 compared to 100.227 on September 30. The average observed closing yield on the Dell Bonds was 1.69% on October 31 compared to 2.05% at the end of September. The average observed spread to a duration Treasury closed October at 159 basis points (1.59%) compar September. As of month’s end, Interactive Data, a leading provider of security pricing services, values the Dell Bonds at a market price of 100.50, unchanged from 100.50 at the end of September. Based upon the Ci amortized cost of 101.25, this market price indication equates to an unrealized loss of approximately $1,870, which when adjusted for interest earned to date, results in a net unrealized gain of approximately $2,440 or 0.94%. Of course, any realized gain or loss would depend upon market conditions and security pricing at the time of sale. Based upon discussions between BLX Group LLC (“BLX”) and the City, the City has elected to retain the Dell Bonds in the portfolio rather than sell and realize a m relatively short remaining term to maturity of the Dell Bonds and the outlook that a post Dell will maintain the resources to fully service its debt obligations. The City, monitor the status of the Dell Bonds and BLX will provide monthly status updates in accordance with the requirements of the Investment Policy. M e m o r a n d u m CITY OF SAN JACINTO DOWNGRADE OF DELL BONDS IN CITY INVESTMENT PORTFOLIO On October 29, 2013, the group (the “Dell/Silver Lake Group”) comprised of Dell’s Chairman and Chief Executive Officer, Michael Dell (“Mr. Dell”), and private equity firm Silver Lake Partners completed the leveraged Private Transaction”) that they first introduced on February 5, 2013 and later amended on August 2, 2013. The Dell/Silver Lake Group funded the $24.9 billion Go-Private Transaction with debt financing arrangements, cash equity contributions, and cash on hand at Dell and its subsidiaries. As of month end, the City’s Dell Bonds (“Dell Bonds”) hold a rating of B+ by S&P, B1 by Moody’s, and B+ by As reflected in Table 1, the average observed closing price for the Dell Bonds on October 31 was 100.511 100.227 on September 30. The average observed closing yield on the Dell Bonds was 1.69% on October 31 compared to 2.05% at the end of September. The average observed spread to a duration Treasury closed October at 159 basis points (1.59%) compared to 196 basis points (1.96%) at the end of . As of month’s end, Interactive Data, a leading provider of security pricing services, values the Dell Bonds at a market price of 100.50, unchanged from 100.50 at the end of September. Based upon the Ci amortized cost of 101.25, this market price indication equates to an unrealized loss of approximately $1,870, which when adjusted for interest earned to date, results in a net unrealized gain of approximately $2,440 or gain or loss would depend upon market conditions and security pricing at the Based upon discussions between BLX Group LLC (“BLX”) and the City, the City has elected to retain the Dell Bonds in the portfolio rather than sell and realize a market loss on the position. This decision is based upon the relatively short remaining term to maturity of the Dell Bonds and the outlook that a post-Go Dell will maintain the resources to fully service its debt obligations. The City,together with BLX, will continue to monitor the status of the Dell Bonds and BLX will provide monthly status updates in accordance with the requirements of the Investment Policy. M e m o r a n d u m On October 29, 2013, the group (the “Dell/Silver Lake Group”) comprised of Dell’s Chairman and Chief Executive Officer, Michael Dell (“Mr. Dell”), and private equity firm Silver Lake Partners completed the leveraged saction”) that they first introduced on February 5, 2013 and later Private Transaction with and its subsidiaries. As of month end, the City’s Dell Bonds (“Dell Bonds”) hold a rating of B+ by S&P, B1 by Moody’s, and B+ by As reflected in Table 1, the average observed closing price for the Dell Bonds on October 31 was 100.511 100.227 on September 30. The average observed closing yield on the Dell Bonds was 1.69% on October 31 compared to 2.05% at the end of September. The average observed spread to a duration-matched ed to 196 basis points (1.96%) at the end of . As of month’s end, Interactive Data, a leading provider of security pricing services, values the Dell Bonds at a market price of 100.50, unchanged from 100.50 at the end of September. Based upon the City’s amortized cost of 101.25, this market price indication equates to an unrealized loss of approximately $1,870, which when adjusted for interest earned to date, results in a net unrealized gain of approximately $2,440 or gain or loss would depend upon market conditions and security pricing at the Based upon discussions between BLX Group LLC (“BLX”) and the City, the City has elected to retain the Dell arket loss on the position. This decision is based upon the Go-Private-Transaction together with BLX, will continue to monitor the status of the Dell Bonds and BLX will provide monthly status updates in accordance with the PACKET PAGE: 65 AGENDA ITEM 2.1.5 Table 1: TRACE Trade History Date High Low Last Avg High 9/30/2014 100.595 99.858 100.300 100.227 2.454 10/1/2014 100.350 99.875 100.350 100.112 2.436 10/2/2014 100.300 99.500 100.300 99.900 2.850 10/3/2014 100.603 99.755 100.603 100.179 2.569 10/6/2014 100.155 100.155 100.155 100.155 2.128 10/7/2014 100.063 100.063 100.063 100.063 2.229 10/8/2014 101.168 100.075 100.075 100.621 2.215 10/9/2014 101.164 100.130 100.303 100.647 2.153 10/10/2014 101.160 99.880 99.880 100.520 2.434 10/14/2014 101.156 99.400 100.150 100.278 2.981 10/15/2014 99.880 99.575 99.575 99.727 2.786 10/16/2014 100.188 100.050 100.050 100.119 2.241 10/17/2014 100.620 99.575 99.800 100.097 2.789 10/20/2014 100.696 99.907 100.248 100.301 2.406 10/21/2014 100.660 99.500 100.604 100.080 2.879 10/22/2014 100.480 99.800 100.250 100.140 2.532 10/23/2014 100.684 99.950 100.410 100.317 2.357 10/24/2014 100.458 100.280 100.458 100.369 1.970 10/27/2014 101.000 100.032 101.000 100.516 2.261 10/28/2014 100.688 100.125 100.500 100.407 2.151 10/29/2014 100.344 100.058 100.250 100.201 2.230 10/30/2014 100.930 100.076 100.930 100.503 2.208 10/31/2014 100.721 100.300 100.721 100.511 1.940 Monthly Average:100.612 99.912 100.303 100.262 2.398 Price 98 99 100 101 102 103 104 PriceGraph1: Dell Bond Price 50 100 150 200 250 300 SpreadGraph3: Dell Bond Spread High Low Last Avg Vol(M) Trds Dlr Buy Dlr Sell 2.454 1.656 1.974 2.055 4,525 13 2,105 2,300 2.436 1.917 1.917 2.176 1,558 9 400 329 2.850 1.970 1.970 2.410 47 4 10 2.569 1.638 1.638 2.104 26 4 3 2.128 2.128 2.128 2.128 125 1 125 2.229 2.229 2.229 2.229 50 1 50 2.215 1.001 2.215 1.608 1,900 9 550 150 2.153 1.001 1.959 1.577 1,928 8 1,000 908 2.434 1.002 2.434 1.718 1,525 4 300 625 2.981 1.002 2.129 1.992 1,165 9 400 2.786 2.436 2.786 2.611 2,879 9 25 722 2.241 2.084 2.241 2.163 1,400 2 0 1,000 2.789 1.589 2.529 2.189 3,260 13 1,330 1,800 2.406 1.500 2.013 1.953 484 6 222 240 2.879 1.540 1.603 2.209 430 15 55 140 2.532 1.740 2.007 2.136 875 6 800 2.357 1.502 1.820 1.929 424 7 44 150 1.970 1.762 1.762 1.866 65 2 30 2.261 1.129 1.129 1.695 3,660 16 1,030 1,600 2.151 1.489 1.710 1.820 365 9 175 2.230 1.890 2.001 2.060 472 7 235 2.208 1.196 1.196 1.702 3,730 12 2,830 850 1.940 1.439 1.439 1.690 84 3 25 2.398 1.599 1.948 1.998 1,202 7 438 394 Yield Dealer to Client Volume(M) Source:Bloomberg 0.80 1.30 1.80 2.30 2.80 3.30 YieldGraph2: Dell Bond Yield Source: Bloomberg 9 10 11 12 13 14 15 PriceGraph4: Dell Equity Price City of San Jacinto October 31, 2014 Page 2 D→D Dlr Sell Vol(M) 2,300 -195 120 329 71 829 0 10 37 10 -7 13 0 125 0 0 50 0 150 400 1,200 908 92 20 625 -325 600 40 360 725 722 -697 2,132 1,000 -1,000 400 1,800 -470 130 240 -18 22 140 -85 235 0 800 75 150 -106 230 35 -5 0 1,600 -570 1,030 50 125 140 0 235 237 850 1,980 50 25 0 34 394 44 370 Source: Bloomberg and BLX Group LLC Dealer to Client Volume(M) Net Source:Bloomberg Source:Bloomberg PACKET PAGE: 66 AGENDA ITEM 2.1.5 December 2, 2014 TO: The Honorable Mayor and Members of the City Council FROM: Tim Hults, City Manager Jeff Ballinger, City Attorney SUBJECT: Resolution of Intention to Annex Territory Known as Circle K into Community Facilities District No. 2003-1 and to Authorize the Levy of Special Taxes Therein RECOMMENDATION: Staff recommends that the City Council, by motion, adopt the Resolution of Intention to Annex Territory (Circle K) into Community Facilities District No. 2003-1 and Authorize the Levy of Special Taxes therein. The territory is at the northwest corner of Sanderson Ave. and Esplanade Ave. (APN 432-280-020) DISCUSSION: The City Council and Planning Commission have identified the need for additional funding sources for police protection and fire protection and suppression services, especially those services that are created by new development within the City. In response to the need for additional funding for such services, the City Council formed Community Facilities District 2003-1 (the "CFD”) and the levy of special taxes therein. The City has been utilizing the CFD as a tool to assess new residential development for the direct costs of associated with providing police protection and fire protection and suppression services. The use of the CFD provides additional funds to mitigate the added cost of providing public safety services for new residential development. The adoption of the Resolution of Intention is required to annex the territory into the CFD. The Resolution of Intention approves the CFD annexation boundaries, and sets the Public Hearing date for January 6, 2015 during a regularly scheduled City Council meeting. A ballot will be mailed to the property owner within the annexation territory, to vote for or against the annexation. The property owner has submitted the attached Petition to annex into Community Facilities District No. 2003-1 as a funding mechanism for police protection and fire protection and suppression services. PACKET PAGE: 67 AGENDA ITEM 2.1.6 FISCAL IMPACT: The annexation of the territory into the CFD will have a beneficial impact to the City's budget in that, upon implementation of the proposed annexation, would assist in the funding of police protection and fire protection and suppression services. ATTACHMENTS: 1. Resolution of Intention No._____ 2. Resolution of Intention Exhibit “A” Boundary Map 3. Petition (With Waivers) PACKET PAGE: 68 AGENDA ITEM 2.1.6 RESOLUTION NO. STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) CITY OF SAN JACINTO ) A RESOLUTION OF THE CITY COUNCIL OF SAN JACINTO DECLARING ITS INTENTION TO ANNEX TERRITORY INTO COMMUNITY FACILITIES DISTRICT NO. 2003-1 AND TO AUTHORIZE THE LEVY OF SPECIAL TAXES THEREIN City of San Jacinto Community Facilities District No. 2003-1 Annexation No. 56 RESOLVED by the City Council (the “Council”) of the City of San Jacinto (the “City”), County of Riverside, State of California, that: WHEREAS, the Council has previously conducted proceedings to establish Community Facilities District No. 2003-1 (the “CFD”) pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (the "Act"), Chapter 2.5 of Part 1 of Division 2 of Title 5, commencing at Section 53311, of the California Government Code; and WHEREAS, the Council has received a petition (including waivers) from the landowner requesting that it annex into the CFD under the Act, to provide for the costs of services, and the Council now desires to commence proceedings to annex territory into the CFD as described herein; and WHEREAS, under the Act, this Council, as the legislative body for the CFD, is empowered with the authority to annex territory to the CFD, and now desires to undertake proceedings to annex territory to the CFD. NOW, THEREFORE, it is hereby RESOLVED, DETERMINED AND ORDERED by the City Council of the City of San Jacinto as follows: SECTION 1. This Council hereby finds and determines that public convenience and necessity require that territory be added to the CFD. SECTION 2. The name of the existing CFD is “City of San Jacinto Community Facilities District No. 2003-1.” SECTION 3. A general description of the territory included in the existing CFD is hereinafter described as follows: All that property and territory as originally PACKET PAGE: 69 AGENDA ITEM 2.1.6 included in the existing CFD heretofore recorded as Instrument No. 2003- 995886 in the office of the County Recorder for the County of Riverside on December 22, 2003 in Book 55 at Page 58-59 of Maps of Assessments and Community Facilities Districts, to which map reference is hereby made, and as such map was amended as a result of prior annexations. A description of the boundaries and territory proposed to be annexed is as follows: All that territory proposed to be annexed to the CFD is as shown on the Annexation Map for Annexation No. 56 to the CFD, on file with the City Clerk, the boundaries of which territory are hereby preliminary approved and to which map reference is hereby made for further particulars. The area proposed to be annexed to the CFD is as shown on the Annexation Map identified in Exhibit A. The City Clerk is hereby directed to cause to be recorded such Annexation Map, showing the territory to be annexed, in the office of the County Recorder of the County of Riverside within fifteen days of the date of adoption of this resolution. SECTION 4. The type of services financed by the CFD and pursuant to the Act shall consist of those services described as follows: (a) police protection services, including but not limited to, criminal justice services, and (b) fire protection and suppression services. It is presently intended that the services will be provided, without preference or priority, to the existing territory in the CFD and the territory proposed to be annexed to the CFD. SECTION 5. Except to the extent that funds are otherwise available to the CFD to pay for the services, a special tax sufficient to pay the costs thereof, secured by recordation of a continuing lien against all non-exempt real property in the CFD (including the property to be annexed thereto), is intended to be levied annually within the CFD, and collected in the same manner as ordinary ad valorem property taxes. SECTION 6. The special tax proposed to be levied for services to be supplied within the territory proposed to be annexed will be equal to the special taxes levied to pay for the same services in the CFD, except that a higher or lower special tax may be levied within the territory proposed to be annexed to the extent that the actual cost of providing the services in that territory is higher or lower than the cost of providing those services in the CFD. Notwithstanding the foregoing, the special tax may not be levied at a rate which is higher then the maximum special tax authorized to be levied pursuant to the CFD Rate and Method. SECTION 7. The proposed rate and method of apportionment of the special tax among the parcels of real property within the CFD, as now in existence and following the annexation proposed herein, in sufficient detail to allow each landowner within the territory proposed to be annexed to the CFD to estimate PACKET PAGE: 70 AGENDA ITEM 2.1.6 the maximum amount such owner will have to pay, are described in Exhibit B attached hereto. SECTION 8. Notice is given that on Tuesday, January 6, 2015, at 6:30 p.m. or as soon thereafter as the matter may be heard, in the regular meeting place of this Council at the City of San Jacinto, Community Center, 625 S. Pico Avenue, San Jacinto, California, and the same are hereby appointed and fixed as the time and place when and where this Council, as legislative body for the CFD, will conduct a public hearing on the annexation of territory to the CFD, and consider and finally determine whether the public interest, convenience and necessity require said annexation of territory to the CFD and the levy of said special tax therein. SECTION 9. The City Clerk is hereby directed to cause notice of said public hearing to be given by publication one time in a newspaper of general circulation in the area of the CFD, including the area to be annexed to the CFD. The publication of the notice shall be completed at least seven days before the date herein set for said hearing. The City Clerk may also cause a copy of such notice to be mailed to the registered voters and land owners within the territory proposed to annexed, which shall be mailed at least fifteen days before the date of said hearing. The notice shall be substantially in the form of Exhibit C hereto. SECTION 10. This Resolution shall take effect upon its adoption. PASSED, APPROVED, AND ADOPTED this 2nd day of December, 2014. City of San Jacinto Alonso Ledezma, Mayor PACKET PAGE: 71 AGENDA ITEM 2.1.6 ATTEST: ____________________ Richard Miller, City Clerk APPROVED AS TO FORM: Best, Best & Krieger __________________________ Jeffrey S. Ballinger, City Attorney I, Richard Miller, City Clerk of the City Council of San Jacinto, do hereby certify that the foregoing Resolution No. was adopted and approved at a regular meeting of the City Council of the City of San Jacinto held on the 2nd day of December, 2014 by the following vote: AYES: NAYS: ABSENT: ABSTAINED: WITNESS MY HAND AND OFFICIAL SEAL this 2nd day of December, 2014 Richard Miller, City Clerk City of San Jacinto PACKET PAGE: 72 AGENDA ITEM 2.1.6 EXHIBIT A City of San Jacinto Community Facilities District No. 2003-1 Annexation No. 56 ANNEXATION MAP PACKET PAGE: 73 AGENDA ITEM 2.1.6 EXHIBIT B City of San Jacinto Community Facilities District No. 2003-1 Annexation No. 56 RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX PACKET PAGE: 74 AGENDA ITEM 2.1.6 EXHIBIT C City of San Jacinto Community Facilities District No. 2003-1 Annexation No. 56 NOTICE OF PUBLIC HEARING Notice is hereby given that the City Council of San Jacinto will conduct a public hearing on Tuesday, January 6, 2015 at 6:30 p.m. or as soon thereafter as the matter may be heard, in the Community Center located at 625 S. Pico Avenue, San Jacinto, California, to consider the following: City of San Jacinto Community Facilities District No. 2003-1 Annexation No. 56 On December 2, 2014, the City Council of San Jacinto adopted a Resolution entitled “A Resolution of the City Council of San Jacinto Declaring Its Intention to Annex Territory into Community Facilities District No. 2003-1 and to Authorize the Levy of Special Taxes therein” (the “Resolution of Intention”), all as provided in the Mello-Roos Community Facilities Act of 1982, as amended (Sections 53311 et seq., California Government Code) (the “Act”). Reference is hereby made to the Resolution of Intention on file in the office of the City Clerk of the City of San Jacinto for further particulars. The following is a summary of the provisions of the Resolution of Intention. In the Resolution of Intention, the City Council declared its intention to annex territory into Community Facilities District No. 2003-1 (the “CFD”). The area proposed to be annexed to the CFD is as shown on the Annexation Map, on file with the City Clerk, and identified in Exhibit A of the Resolution of Intention. The type of services financed by the CFD and pursuant to the Act shall consist of those services described as follows: (a) police protection services, including but not limited to, criminal justice services, and (b) fire protection and suppression services. It is presently intended that the services will be provided, without preference or priority, to the existing territory in the CFD and the territory proposed to be annexed to the CFD. The Resolution of Intention provides that the special taxes heretofore caused to be levied in the CFD shall be levied in the territory proposed to be annexed, subject to public hearing and owner consent proceedings as specified in the Act. At the hearing, the testimony of all interested persons for or against the annexation of territory or future annexation of territory to the CFD or the levying special taxes within the territory proposed to be annexed or proposed to be annexed in the future will be heard. Any person interested may file a protest in writing with the City Clerk. /s/ Richard Miller City Clerk City of San Jacinto PACKET PAGE: 75 AGENDA ITEM 2.1.6 ANNEXATION MAP NO. 56 OFCITY OF SAN JACINTOCOMMUNITY FACILITIES DISTRICT NO. 2003-1 FILED IN THE OFFICE OF THE CITY CLERK OF THE CITY OF SAN JACINTO THIS ________ DAY OF ______, 2014. ________________________________________CITY CLERKCITY OF SAN JACINTORIVERSIDE COUNTY, CALIFORNIA I HEREBY CERTIFY THAT THE WITHIN MAP SHOWING THE PROPOSED BOUNDARIES OF ANNEXATION NO. 56 TOCITY OF SAN JACINTO COMMUNITY FACILITIES DISTRICT NO. 2003-1, COUNTY OF RIVERSIDE, STATE OFCALIFORNIA, WAS APPROVED BY THE CITY COUNCIL OF THE CITY OF SAN JACINTO, AT A MEETING THEREOF, HELDON THE _____ DAY OF _____, 2014, BY ITS RESOLUTION NO. __________________. ________________________________________CITY CLERKCITY OF SAN JACINTORIVERSIDE COUNTY, CALIFORNIA FILED THIS ________ DAY OF _____, 2014, AT THE HOUR OF _______ O’CLOCK __M, IN BOOK ________ OF MAPS OFASSESSMENT AND COMMUNITY FACILITIES DISTRICTS AT PAGE ______ IN THE OFFICE OF THE COUNTYRECORDER OF THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA. ____________________________DEPUTYCOUNTY RECORDERCOUNTY OF RIVERSIDE, CALIFORNIA FOR PARTICULARS OF THE LINES AND DIMENSIONS OF ASSESSOR PARCELS, REFERENCE IS MADE TO THE MAPSOF THE ASSESSOR, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA. REFERENCE IS HEREBY MADE TO THAT CERTAIN MAP ENTITLED “AMENDED PROPOSED BOUNDARY MAP OF CITYOF SAN JACINTO COMMUNITY FACILITIES DISTRICT NO. 2003-1, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA”FILED THE 22ND DAY OF DECEMBER, 2003, AT THE HOUR OF 8:00 O’CLOCK A.M. IN BOOK 55 OF MAPS OFASSESSMENT AND COMMUNITY FACILITIES DISTRICTS AT PAGES 58-59 AND AS INSTRUMENT NO. 2003-995886 INTHE OFFICE OF THE COUNTY RECORDER FOR THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, WHICH THISANNEXATION MAP AFFECTS. CITY OF SAN JACINTOCOUNTY OF RIVERSIDESTATE OF CALIFORNIA APN: 432-280-029 ESPLANADE AVE SANDERSON AVE0 0.01 0.02 0.030.005 Miles Sheet 1 of 1 LegendLegend prepared by NÍ Annexation Boundary Parcel LinesPACKET PAGE: 77AGENDA ITEM 2.1.6 PACKET PAGE: 79 AGENDA ITEM 2.1.6 December 2, 2014 TO: The Honorable Mayor and Members of the City Council FROM: Mary E. Lanier, Consultant SUBJECT: Ordinance No. 14-13 Adopting Development Agreement No. 2-14 between the City of San Jacinto and TOWER INVESTMENTS LLC., a Delaware Limited Liability Company RECOMMENDATION: Staff recommends that the City Council, by motion, introduce by title only and waive full reading for consideration of Ordinance No. 14-13, approving Development Agreement No. 2-14. BACKGROUND/PROJECT DESCRIPTION: The City of San Jacinto formed Assessment District (AD 87-1) in 1987 for the purpose of providing funds for infrastructure improvements in the Soboba Improvement Area. AD 87-1, consisting of nine lots is located southwesterly of Main Street and Ramona Expressway, with Seventh Street bordering to the south. Bonds in the amount of $1,415,000 were issued to pay for improvements including: streets, curb, gutter, sidewalk, sewer line, and street lights. Those Bonds were secured by assessments levied by the City on the properties. Improvements to Ramona Expressway Seventh Street were completed, along with the installation of a new street, Donna Way. The improvements were completed however, only one parcel was developed. The intent of an Assessment District is for property owners to repay the bonds through an annual levy on the property, until paid in full. The bond debt is not a debt of the City of San Jacinto, but a debt of the district itself. Property owners stopped paying the assessments, which resulted in a Bond default. The City then initiated a judicial foreclosure and obtained a Judgment in Judicial Foreclosure in 1993 and Order for Sale against the property. Due to the age of the Assessment District there are delinquent payments, as well as, penalties and interest due on the property, there were no buyers. Time has elapsed and the delinquencies now exceed the value of the property. As a result, it is unlikely that the property could be sold and developed. The Planning Commission, during their November 6, 2014 Meeting adopted Resolution 14-13 recommending that the City Council approve by Ordinance Development Agreement 2-14. PACKET PAGE: 81 AGENDA ITEM 6.1 ENVIRONMENTAL ANALYSIS: Pursuant to the California Environmental Quality Act, the Development Agreement could not result in a direct or reasonably indirect physical change in the environment and the project is not subject to CEQA in accordance with Section 15060(c)(2) of the California Environmental Quality Act. DISCUSSION: 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. Tower Investments purchased the Bonds and has requested the City enter into a transaction to ultimately convey the properties to Tower. The City is working on a Workout Agreement to accomplish this action, which would allow the property to ultimately be developed. This option is being considered, however, the City desires to be repaid, funds used towards bond payments in prior years. This Development Agreement provides a mechanism for repayment and vests land use regulations and fees, currently in place. The properties to be included in the Development Agreement are known as Lots 1, 2, 6, 8, and 9, as shown on Exhibit B to the Development Agreement. The terms are as follows: · Development Agreement Fee of $291,000 to be allocated equally among Lots 1, 2, 6, 8, and 9 to be paid prior to issuance of a Certificate of Occupancy. · Existing land use regulations in effect of the Development Agreement shall be applicable to future development, as listed in Exhibit D of the Agreement. · Development Fees applicable to the project are included in Exhibit E of the Agreement and reflect the fees in effect the date of the Agreement. The benefit of the Development Agreement is facilitate and encourage development of the property. The City Council will be considering a Workout Agreement to accomplish the transaction and the Development Agreement will only be effective should the Workout Agreement be approved. CONCLUSION: Development Agreement 2-14 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 Agreement is consistent with the objectives, policies, general land uses and programs specified in the City's General Plan. The Development Agreement will enable the property to be put to beneficial use by removing the financial barriers that currently exist based on the defaulted Assessments. PACKET PAGE: 82 AGENDA ITEM 6.1 ATTACHMENTS: Ordinance No. 14-13 Development Agreement No. 2-14 Conditions of Approval Location Map Planning Commission Resolution No. 14-13 PACKET PAGE: 83 AGENDA ITEM 6.1 24438.10071\9391053.1 STATE OF CALIFORNIA) ORDINANCE NO. 14-13 COUNTY OF RIVERSIDE)ss CITY OF SAN JACINTO ) 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 TOWER INVESTMENTS, LLC WHEREAS, the San Jacinto Municipal Code, and Resolution No. 2358 (as amended) of the City Council (“City Council”) of the City of San Jacinto (“City”) provide for the consideration of development agreements as permitted by Government Code Sections 65864, et. seq.; and WHEREAS, Tower Investments, LLC (“Tower”) has requested the City's approval of a statutory development agreement pursuant to the rules and regulations set forth above; and WHEREAS, the Development Agreement pertains to certain real property (the “Property”) that is located within Assessment District 87-1 (“AD 87-1”); and WHEREAS, in connection with the City’s formation of AD 87-1, the City issued Limited Obligation Improvement Bonds on March 19, 1987, in the original principal amount of $1,415,000.00 (the “AD 87-1 Bonds”), which bonds are secured by assessments levied by the City on property located within the boundaries of AD 87-1 (the “Assessments”); and WHEREAS, one or more Assessment installments levied against the Property became delinquent and remain delinquent; and WHEREAS, the City previously paid approximately Two Hundred Ninety One Thousand Dollars ($291,000) (the “City Payment”) to AD 87-1 in order to attempt to avoid the Assessments from becoming delinquent; and WHEREAS, in connection with the recovery of delinquent Assessment installment(s) levied against the Property, the City initiated a judicial foreclosure action in the Superior Court of the County of Riverside entitled City of San Jacinto vs. Property Mortgage Co., Inc., et al., Case No. RIC 220860 and on December 3, 1993, obtained a Judgment in Judicial Foreclosure and Order of Sale against the Property (“Judgment”); and WHEREAS, the City has attempted to execute on the Judgment, by way of a judicial foreclosure sale, but such sale was unsuccessful, since no buyers were willing to purchase the Property because of the delinquencies, including penalties and interest; and WHEREAS, concurrently with the consideration of the Development Agreement, Tower and the City intend to enter into a settlement agreement and workout/acquisition agreement (collectively, the “Workout Agreement”), in order to provide for (i) Tower to tender the Bonds that it owns; (ii) Tower to tender cash to the City in payment of the costs of sale PACKET PAGE: 85 AGENDA ITEM 6.1 24438.10071\9391053.1 2 and the City costs attributable to the Property; (iii) the City to acquire the Property at a foreclosure sale by credit bid; (iv) the City to convey the Property to Tower, subject to the terms of said Workout Agreement; and (v) the parties to resolve the case entitled Tower Investments, LLC vs. City of San Jacinto, Case No. RIC 1206023; and WHEREAS, City staff have prepared and Tower has reviewed and has concurred with the terms and conditions of the development agreement as set forth in Exhibit “A”, and incorporated herein by this reference (the "Development Agreement"); and WHEREAS, on December 2, 2014, the City Council conducted a duly noticed public hearing on the Development Agreement at which time all persons wishing to testify in connection with the Development Agreement were heard and the Application was fully examined; and at said public hearing, the City Council found that: A. The Development Agreement is consistent with the objectives, policies, general land uses and programs specified in the City’s General Plan. B. The Development Agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located because the Development Agreement does not change the allowed use for the area. C. The Development Agreement is in conformity with public convenience, general welfare and good land use practice because approval of the Development Agreement will enable the Property to be put to beneficial and productive use by removing the financial barriers that currently exist based on the defaulted Assessments. D. The Development Agreement will be beneficial to the health, safety and general welfare because it enables the Property to be developed to its highest and best use and because the Development Agreement provides for the repayment to the City of the City Payment as the Property is developed; and WHEREAS, all of the procedures of the California Environmental Quality Act (Cal. Pub. Resources Code, §§ 21000 et seq.) (“CEQA”) have been met with respect to the Development Agreement; and WHEREAS, all other legal prerequisites to the adoption of this Ordinance have occurred. THE CITY COUNCIL OF THE CITY OF SAN JACINTO DOES ORDAIN AS FOLLOWS: Section 1. Based on the findings contained in this Ordinance, the City Council hereby adopts the Development Agreement attached hereto as Exhibit "A" and incorporated by reference herein. PACKET PAGE: 86 AGENDA ITEM 6.1 24438.10071\9391053.1 3 Section 2. This Ordinance shall take effect 30 days after its final passage. Notwithstanding the foregoing, the Development Agreement shall not be effective unless and until both of the following have occurred: (i) the Workout Agreement is fully signed by both Tower; and (ii) the Workout Agreement is fully performed by both parties. Section 3. The City Council hereby finds that adoption of the Development Agreement will not have a significant effect on the environment because the Development Agreement is exempt from the California Environmental Quality Act for the following reasons: Pursuant to 14 Cal. Code Regs §15060(c)(2), CEQA applies only to projects that have the potential for causing significant effect on the environment. The Development Agreement does not have any potential for causing a significant effect on the environment because it only deals with financial matters related to the repayment to the City of the City Payment, defined above. Section 4. The City Clerk shall certify the adoption of this ordinance and cause the same to be published in the County of Riverside, State of California. Introduced at a regular meeting of the City Council on the 2nd day of December, 2014 by the following vote: AYES: NAYS: ABSENT: ABSTAIN: City of San Jacinto ___________________ Mayor ATTEST: ______________________ Rick Miller, City Clerk PACKET PAGE: 87 AGENDA ITEM 6.1 Exhibit A 24438.10071\9391053.1 EXHIBIT “A” DEVELOPMENT AGREEMENT [attached behind this page] PACKET PAGE: 88 AGENDA ITEM 6.1 24438.10071\9253889.5 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. 2-14 A DEVELOPMENT AGREEMENT BETWEEN CITY OF SAN JACINTO, a California municipal corporation and TOWER INVESTMENTS, LLC, a Delaware limited liability company PACKET PAGE: 89 AGENDA ITEM 6.1 1 24438.10071\9253889.5 DEVELOPMENT AGREEMENT NO. 2-14 This Development Agreement (hereinafter “Agreement”) is entered into, as of this ___ day of ________________, 2014 for reference purposes only, by and among the City of San Jacinto, a California municipal corporation (hereinafter “CITY”), and Tower Investments, LLC, a Delaware limited liability company (hereinafter “DEVELOPER”): 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, DEVELOPER and CITY have entered into that certain Acquisition Agreement dated concurrently herewith, whereby the CITY has agreed, subject to the terms and conditions of such Acquisition Agreement, to pursue foreclosure of and quitclaim to DEVELOPER certain real property consisting of Lots 1, 2, 6, 8 and 9 of Map 20795 (the “Property”); and WHEREAS, DEVELOPER 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 in certain defined areas; 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, all of the procedures of the California Environmental Quality Act have been met with respect to the Project and the Agreement in that CITY has determined that the approval of this Agreement is exempt from further review pursuant to the California Environmental Quality Act; and WHEREAS, this Agreement and the Project are consistent with the CITY’s Comprehensive General Plan; 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 PACKET PAGE: 90 AGENDA ITEM 6.1 2 24438.10071\9253889.5 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, DEVELOPER 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, DEVELOPER has incurred and will in the future incur substantial costs in excess of the generally applicable requirements in order to assure the legal rights set forth in 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 “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. 1.1.4 “Development Agreement Policies” means those certain development agreement policies approved by CITY pursuant to Resolution No. 2358, adopted on July 18, 2002, as amended. 1.1.5 “Development Approvals” means all permits and other entitlements for use subject to approval or issuance by CITY in connection with development of the Property including, but not limited to: (a) specific plans and specific plan amendments; (b) tentative and final subdivision and parcel maps; PACKET PAGE: 91 AGENDA ITEM 6.1 3 24438.10071\9253889.5 (c) conditional use permits, public use permits and plot plans; (d) zoning; (e) grading and building permits. - 1.1.6 “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. 1.1.7 “Development Impact Fee” means a monetary exaction other than a tax or special assessment, whether established for a broad class of projects by legislation of general applicability or imposed on a specific project on an ad hoc basis, that is charged by a local agency to the applicant in connection with approval of a development project for the purpose of defraying all or a portion of the cost of public facilities related to the development project, but does not include park “in lieu” fees specified in Government Code Section 66477, fees for processing applications for governmental regulatory actions or approvals, or fees collected under development agreements adopted pursuant to Article 2.5 of the Government Code (commencing with Section 65864) of Chapter 4. The term “Development Impact Fee” expressly includes any impact, public facilities or impact fee as set forth in Section 202 of the Development Agreement Policies. 1.1.8 “Development Plan” means the Existing Development Approvals and the Existing Land Use Regulations applicable to development of the Property. 1.1.9 “Effective Date” means the date the ordinance approving this Agreement becomes effective. 1.1.10 “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. 1.1.11 “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. 1.1.12 “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: PACKET PAGE: 92 AGENDA ITEM 6.1 4 24438.10071\9253889.5 (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; (e) the exercise of the power of eminent domain. 1.1.13 “DEVELOPER” means the persons and entities listed as DEVELOPER on page 1 of this Agreement and their permitted successors in interest to all or any part of the Property. 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 “Project” means the development of the Property contemplated by the Development Plan as such Plan may be further defined, enhanced or modified pursuant to the provisions of this Agreement. 1.1.16 “Property” means the real property legally described on Exhibit “A” and shown on Exhibit “B” to this Agreement. 1.1.17 “Reservations of Authority” means the rights and authority excepted from the assurances and rights provided to DEVELOPER under this Agreement and reserved to CITY under Section 3.6 of this Agreement. 1.1.18 “Subsequent Development Approvals” means all Development Approvals required subsequent to the Effective Date in connection with development of the Property. 1.1.19 “Subsequent Land Use Regulations” means any Land Use Regulations adopted and effective after the Effective Date of this Agreement. 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. Exhibit “E” — Development Impact Fees. PACKET PAGE: 93 AGENDA ITEM 6.1 5 24438.10071\9253889.5 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 Interest in Property. DEVELOPER represents and covenants that, as of a result of the Acquisition Agreement, it possesses a legal or equitable interest in the Property. 2.3 Term. The term of this Agreement shall commence on the Effective Date, and shall continue for a period of ten (10) years thereafter unless this term is modified or extended pursuant to the provisions of this Agreement. 2.4 Assignment. 2.4.1 Right to Assign. DEVELOPER 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 of this Agreement; 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. (b) Concurrent with any such sale, transfer or assignment, or within fifteen (15) business days thereafter, DEVELOPER 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 DEVELOPER under this Agreement. Any sale, transfer or assignment not made in strict compliance with the foregoing conditions shall constitute a default by DEVELOPER 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. 2.4.2 Release of Transferring Owner. Notwithstanding any sale, transfer or assignment, a transferring DEVELOPER shall continue to be obligated under this Agreement unless such transferring DEVELOPER is given a release in writing by CITY, which release shall be provided by CITY upon the full satisfaction by such transferring DEVELOPER of the following conditions: PACKET PAGE: 94 AGENDA ITEM 6.1 6 24438.10071\9253889.5 (a) DEVELOPER no longer has a legal or equitable interest in all or any part of the Property. (b) DEVELOPER is not then in default under this Agreement. (c) DEVELOPER has provided CITY with the notice and executed agreement required under Paragraph (b) of Subsection 2.4.1 above. (d) The purchaser, transferee or assignee provides CITY with security equivalent to any security previously provided by DEVELOPER to secure performance of its obligations hereunder. 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 Partial Release of Purchaser, Transferee or Assignee of Industrial or Commercial Lot. A purchaser, transferee or assignee of a lot, which has been finally subdivided as provided for in the Development Plan and for which a commercial or industrial plot plan for development of the lot has been finally approved pursuant to the Development Plan, may submit a request, in writing, to CITY to release said lot from the obligations under this Agreement relating to all other portions of the property. Within thirty (30) days of such request, CITY shall review, and if the above conditions are satisfied shall approve the request for release and notify the purchaser, transferee or assignee in writing thereof. No such release approved pursuant to this Subsection 2.4.4 shall cause, or otherwise affect, a release of DEVELOPER from its duties and obligations under this Agreement. 2.4.5 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 terminate with respect to any 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, (b) A Certificate of occupancy has been issued for a building on the lot, and the fees set forth under Section 4 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 DEVELOPER as provided by this Agreement. PACKET PAGE: 95 AGENDA ITEM 6.1 7 24438.10071\9253889.5 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 DEVELOPER 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 DEVELOPER to CITY for residential units on which construction has not yet begun shall be refunded to DEVELOPER 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 company after transmission by telegraph to the recipient named below. All notices shall be addressed as follows: PACKET PAGE: 96 AGENDA ITEM 6.1 8 24438.10071\9253889.5 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 If to DEVELOPER: Tower Investments, LLC 250 West Main St., Suite 101 Woodland CA 95695 Attn: Stephen Marks, Sr. Telephone: (530) 668-1000 Facsimile: (530) 666-5574 Copy to: Best, Best & Krieger, LLP 3390 University Avenue, Fifth Floor Riverside, CA 92502 Attn: San Jacinto City Attorney Telephone: (951) 686-1450 Facsimile: (951) 686-3083 Copy to: The Weiss Group, LLP One BetterWorld Circle, Suite 200 Temecula, CA 92590 Attn: Martin A. Weiss, Esq. Telephone: (951) 308-2006 Facsimile: (951) 239-3147 (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 Reservation of Rights, DEVELOPER shall have a right to develop the Property in accordance with, and only to the extent set forth in, this Agreement. Except as expressly provided otherwise herein, the Project shall remain subject to all Land Use Regulations and Development Approvals, whether in effect on the Effective Date or subsequently adopted or amended, that are required to complete the Project. Except as otherwise provided in this Agreement, and notwithstanding the authority of the CITY to bind future City Councils regarding Land Use Regulations and/or Development Approvals pursuant to Government Code section 65866, 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 Land Use Regulations and Development Approvals, whether in effect on the Effective Date or subsequently adopted or amended. 3.2 Effect of Agreement on Land Use Regulations. Except as otherwise provided under the express terms of this Agreement, including the Reservation of Rights, 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 Land Use Regulations and Development Approvals, whether in effect on the Effective Date or subsequently adopted. In connection with any subsequently imposed Development Approvals, and except as specifically provided otherwise herein, CITY may PACKET PAGE: 97 AGENDA ITEM 6.1 9 24438.10071\9253889.5 exercise its discretion in accordance with the Land Use Regulations then in effect, as provided by this Agreement, including, but not limited to, the Reservation of Rights. CITY shall accept for processing, review and action all applications for subsequent development approvals, and such applications shall be processed in the same manner and the CITY shall exercise its discretion, when required or authorized to do so, to the same extent it would otherwise be entitled in the absence of this Agreement. 3.2 Reservations of Authority. 3.6.1 Limitations, Reservations an Exceptions. Notwithstanding any other provision of this Agreement, the following 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 Development Exactions; provided, however, that the categories and amounts of Development Impact Fees applicable to the Project during the Term of this Agreement shall be as set forth in Exhibit E. Such Development Impact Fees shall be paid to CITY at the time set forth in then-existing City ordinance, resolution or policy. (e) Regulations that 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. (f) Regulations that are in conflict with the Development Plan provided DEVELOPER has given written consent to the application of such regulations to development of the Property. (g) Regulations that impose, levy, alter or amend fees, charges, or Land Use Regulations relating to consumers or end users, including, without limitation, trash can placement, service charges and limitations on vehicle parking. (h) Regulations of other public agencies, including Development Impact Fees adopted or imposed by such other public agencies, although collected by CITY. PACKET PAGE: 98 AGENDA ITEM 6.1 10 24438.10071\9253889.5 (i) Ordinances, resolutions, regulations or policies regarding the permitted uses of the Property, density and intensity of use, maximum height and size of proposed buildings, and provisions for reservation and dedication of land for public purposes. (j) In addition to the above-referenced reserved authority, the CITY may modify or suspend the provisions of this Agreement if the CITY determines that the failure of the CITY to do so would place the residents of the Property, or the residents of the CITY, or both, in a condition dangerous to their health or safety, or both. 3.6.2 Subsequent Development Approvals. This Agreement shall not prevent CITY, in acting on subsequent development approvals and to the same extent it would otherwise be authorized to do so absent this Agreement, from applying subsequently adopted or amended Land Use Regulations. 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 that 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 DEVELOPER 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, DEVELOPER shall perform such work in the same manner and subject to the same requirements 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 DEVELOPER is required to construct any public improvement on land not owned by DEVELOPER, DEVELOPER 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 DEVELOPER 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 DEVELOPER and upon DEVELOPER’S provision of adequate security for costs CITY may reasonably incur, CITY shall negotiate the purchase of the necessary real property interests to allow DEVELOPER 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. DEVELOPER shall pay all costs associated with such acquisition or condemnation proceedings. This section 3.8 is not intended PACKET PAGE: 99 AGENDA ITEM 6.1 11 24438.10071\9253889.5 by the parties to impose upon the DEVELOPER an enforceable duty to acquire land or construct any public improvements on land not owned by DEVELOPER, except to the extent that the DEVELOPER elects to proceed with the development of the Project, and then only in accordance with valid conditions imposed by the CITY upon the development of the Project 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 of the Property separately from or jointly with CITY and this Agreement does not limit the authority of such other public agencies. 3.10 Utilities. In accordance with Section 201(h) of the CITY’s 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. DEVELOPER shall contract with the CITY for CITY-owned or operated utilities serving the Project. 3.11 Senate Bill 221. To the extent the Project includes one or more tentative maps for a subdivision as the term “subdivision” is defined in Government Code Section 66473.7(a) and to the extent the Project, or any part thereof, is not exempt under Government Code Section 66473.7(i), each such tentative map shall comply with the provisions of Government Code Section 66473.7. 4. PUBLIC BENEFITS. 4.1 Intent. The parties acknowledge and agree that development of the Property 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 DEVELOPER 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 DEVELOPER by providing more fully for the satisfaction of the public needs resulting from the Project. 4.2 Development Fees. 4.2.1 Development Agreement Fee. In consideration of City’s approval of this Agreement, DEVELOPER shall pay a “Development Agreement Fee” in the amount of Two Hundred Ninety One Thousand Dollars ($291,000). Such Development Agreement Fee shall be allocated equally among Lots 1, 2, 6, 8 and 9 ($58,200 each), so as to most fairly achieve an equitable allocation of such Development Agreement Fee throughout the Project. Such pro-rated amounts shall be paid prior to, and as a condition precedent to, the issuance of the first certificate of occupancy for each Lot. 4.2.2 Development Impact Fees. The categories and amounts of Development Impact Fees applicable to the Project during the Term of this Agreement shall be as set forth in Exhibit E. Such Development Impact Fees shall be paid to CITY at the time set forth in then- existing City ordinance, resolution or policy. CITY’s reserved authority to enact and apply PACKET PAGE: 100 AGENDA ITEM 6.1 12 24438.10071\9253889.5 Development Exactions in accordance with Section 3.6.1(d) shall not apply to new or increased Development Impact Fees while this Agreement is in effect. 5. INTENTIONALLY LEFT BLANK 6. REVIEW FOR COMPLIANCE. 6.1 Periodic Review. The Planning Director shall review this Agreement annually, on or before the anniversary of the Effective Date, in order to ascertain the good faith compliance by DEVELOPER with the terms or conditions of the Agreement. DEVELOPER shall submit an Annual Monitoring Report, in a form acceptable to the Planning Director, within 30 days after written notice from the Planning 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 the Agreement during the succeeding year. The amount of the annual review and administration fee may be set and adjusted from time to time by the City Council. 6.2 Special Review. The City Council or Planning Commission may order a special review of compliance with this Agreement at any time, in one or more of the following ways: (a) Affirmative vote of at least three members of the Commission; or (b) Affirmative vote of at least three members of the Council. The Planning Director shall conduct such special reviews. 6.3 Procedure. (a) DEVELOPER shall initiate the periodic review proceeding by making application to the Director in compliance with this Section. Upon receipt of a complete application, the Director shall begin the review proceeding by giving notice that the CITY intends to undertake a periodic review of this Agreement to the DEVELOPER, and any person who has filed a written request for notice with the Director and has paid the required fee for the notice. The Director shall give the notice at least 15 days in advance of the time when the matter will be considered by the Commission in compliance with Subsection 17.610.030.D of the Development Code. During either a periodic review or a special review, DEVELOPER shall be required to demonstrate good faith compliance with the terms or conditions of this Agreement. The burden of proof shall be on the DEVELOPER to demonstrate compliance, to the full satisfaction of, and in a manner prescribed by, the City. (b) Upon completion of a periodic review or a special review, the Planning Director shall determine, upon the basis of substantial evidence, whether or not DEVELOPER has, for the period under review, complied in good faith with the terms and conditions of this Agreement. (i) If the Commission finds and determines, on the basis of substantial evidence, that the DEVELOPER has complied in good faith with the terms and conditions of this Agreement during the period under review, the review for that period is concluded, and a notice of that determination shall be sent to the Council and the DEVELOPER. The Council shall PACKET PAGE: 101 AGENDA ITEM 6.1 13 24438.10071\9253889.5 review the Commission’s action. If the Council so desires, it can schedule a public hearing for further review. (ii) If the Commission finds and determines, on the basis of substantial evidence, that the DEVELOPER has not complied in good faith with the terms and conditions of this Agreement, the Commission shall forward its recommendation to the Council and the Council may modify or terminate this Agreement. (c) If the City Council finds on the basis of substantial evidence that DEVELOPER 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 DEVELOPER 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 DEVELOPER 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 Subsection 6.3, above, the CITY determines to proceed with modification or termination of this Agreement, the CITY shall give notice to the DEVELOPER of its intention to do so. The notice shall contain all of the following: (a) The time and place of the hearing, which shall be conducted by the Council; (b) A statement as to whether or not the City proposes to terminate or to modify the development agreement; and (c) Other information that the City considers necessary to inform the DEVELOPER of the nature of the proceedings . 6.5 Hearing on Modification or Termination. At the time and place set for the hearing on modification or termination, DEVELOPER shall be given an opportunity to be heard. DEVELOPER 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 DEVELOPER. The Council may affirm, modify, or reject the determination of the Commission. The Council may refer the matter back to the Commission for further proceedings or for report and recommendation. If the City Council finds, based upon substantial evidence, that DEVELOPER 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, DEVELOPER is found to be in compliance with this Agreement, CITY shall, upon request by DEVELOPER, issue a Certificate of Agreement Compliance (“Certificate”) to PACKET PAGE: 102 AGENDA ITEM 6.1 14 24438.10071\9253889.5 DEVELOPER stating that after the most recent Periodic or Special Review and based upon the information known or made known to the Planning Director and City Council that (1) this Agreement remains in effect and (2) DEVELOPER 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. DEVELOPER may record the Certificate with the County Recorder. Whether or not the Certificate is relied upon by assignees or other transferees or DEVELOPER, 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 Planning Director or City Council. 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 DEVELOPER, or to any successor in interest of DEVELOPER, or to any other person, and DEVELOPER 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, DEVELOPER may be foreclosed from other choices it may have had to utilize the Property or portions thereof. DEVELOPER 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 PACKET PAGE: 103 AGENDA ITEM 6.1 15 24438.10071\9253889.5 determine the sum of money which would adequately compensate DEVELOPER for such efforts. 7.3 Release. Except for nondamage remedies, including the remedy of specific performance and judicial review as provided for in Section 6.5, DEVELOPER, 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 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 DEVELOPER. Subject to the provisions contained in Subsection 6.5 herein, CITY may terminate or modify this Agreement for any failure of DEVELOPER to perform any material duty or obligation of DEVELOPER 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 DEVELOPER of default setting forth the nature of the default and the actions, if any, required by DEVELOPER to cure such default and, where the default can be cured, DEVELOPER has failed to take such actions and cure such default within 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. DEVELOPER 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 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, herein called General Plan, and that the General Plan meets all requirements of law. DEVELOPER 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 DEVELOPER to develop the Property as contemplated by the Development Plan of this Agreement 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. PACKET PAGE: 104 AGENDA ITEM 6.1 16 24438.10071\9253889.5 8.2 Third Party Litigation Concerning Agreement. DEVELOPER 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 DEVELOPER of any such claim, action or proceeding, and CITY shall cooperate in the defense. If CITY fails to promptly notify DEVELOPER of any such claim, action or proceeding, or if CITY fails to cooperate in the defense, DEVELOPER 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, DEVELOPER 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 DEVELOPER, its officers, agents, employees, subcontractors and independent contractors, for property damage, bodily injury, or death (DEVELOPER’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. DEVELOPER 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. DEVELOPER 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 DEVELOPER, its officers, agents, employees, subcontractors, successors, assigns and independent contractors (but not predecessors in interest) 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 DEVELOPER 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 DEVELOPER 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 DEVELOPER 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 this Sections 8.1 through 8.6, inclusive, shall survive the termination of this Agreement. PACKET PAGE: 105 AGENDA ITEM 6.1 17 24438.10071\9253889.5 9. MORTGAGEE PROTECTION. The parties hereto agree that this Agreement shall not prevent or limit DEVELOPER, in any manner, at DEVELOPER’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 DEVELOPER and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. CITY will not unreasonably 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 DEVELOPER in the performance of DEVELOPER’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 DEVELOPER 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 DEVELOPER. 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 DEVELOPER’s obligations or other affirmative covenants of DEVELOPER hereunder, or to guarantee such performance; provided, however, that to the extent that any covenant to be performed by DEVELOPER 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. PACKET PAGE: 106 AGENDA ITEM 6.1 18 24438.10071\9253889.5 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 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 DEVELOPER, all obligations of such DEVELOPERS under this Agreement shall be joint and several, and the default of any such DEVELOPER shall be the default of all such DEVELOPERS. Notwithstanding the foregoing, no DEVELOPER of a single lot which has been finally subdivided and sold to such DEVELOPER 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. PACKET PAGE: 107 AGENDA ITEM 6.1 19 24438.10071\9253889.5 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, 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. 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 DEVELOPER is that of a government entity regulating the development of private property and the owner of such property. PACKET PAGE: 108 AGENDA ITEM 6.1 20 24438.10071\9253889.5 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 DEVELOPER 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, DEVELOPER shall file with the Planning Director, upon its execution of this Agreement, a designation 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 DEVELOPER. If for any reason service of such process upon such agent is not feasible, then in such event DEVELOPER may be personally served with such process out of this County and such service shall constitute valid service upon DEVELOPER. DEVELOPER 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. DEVELOPER 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 Authority to Execute. The person or persons executing this Agreement on behalf of DEVELOPER 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 DEVELOPER to the performance of its obligations hereunder. (SIGNATURES CONTAINED ON FOLLOWING PAGE) PACKET PAGE: 109 AGENDA ITEM 6.1 21 24438.10071\9253889.5 IN WITNESS WHEREOF, the parties hereto have executed this Development Agreement 2-14 as of the date first written above. “CITY” CITY OF SAN JACINTO, a California municipal corporation By: ______________________________ Alonso Ledezma Mayor Date: _____________________________ “DEVELOPER” TOWER INVESTMENTS, LLC, a Delaware limited liability company By: ______________________________ Its: ______________________________ Date: _____________________________ ATTEST: By: ______________________________ Rick Miller City Clerk Date: _____________________________ By: ______________________________ Its: ______________________________ Date: _____________________________ APPROVED AS TO FORM: BEST BEST & KRIEGER LLP __________________________________ Jeffrey S. Ballinger, City Attorney PACKET PAGE: 110 AGENDA ITEM 6.1 EXHIBIT A 24438.10071\9253889.5 EXHIBIT A TO DEVELOPMENT AGREEMENT NO. 2-14 LEGAL DESCRIPTION OF PROPERTY All that certain real property in the City of San Jacinto, County of Riverside, State of California, described as follows: PARCELS 1, 2, 6, 8 AND 9 OF PARCEL MAP 20795 AS RECORDED IN BOOK 131, PAGES 60 THROUGH 63, INCLUSIVE, IN THE OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. APNS: 433-160-024, 433-160-027, 433-160-028, 433-160-029, 433-160-032, 433-160-033, 433-160-034 and 433-160-039 PACKET PAGE: 111 AGENDA ITEM 6.1 EXHIBIT B 24438.10071\9253889.5 EXHIBIT B TO DEVELOPMENT AGREEMENT NO. 2-14 MAP OF PROPERTY PACKET PAGE: 112 AGENDA ITEM 6.1 EXHIBIT C 24438.10071\9253889.5 EXHIBIT C TO DEVELOPMENT AGREEMENT NO. 2-14 EXISTING DEVELOPMENT APPROVALS None PACKET PAGE: 113 AGENDA ITEM 6.1 EXHIBIT D 24438.10071\9253889.5 EXHIBIT D TO DEVELOPMENT AGREEMENT NO. 2-14 EXISTING LAND USE REGULATIONS City of San Jacinto General Plan, as of the Effective Date City of San Jacinto General Plan Land Use Map, as of the Effective Date City of San Jacinto Zoning/Development Code, as of the Effective Date City of San Jacinto Zoning Map, as of the Effective Date City of San Jacinto Municipal Code, as of the Effective Date City of San Jacinto Landscape Design Guidelines, as of the Effective Date PACKET PAGE: 114 AGENDA ITEM 6.1 EXHIBIT E 24438.10071\9253889.5 EXHIBIT E TO DEVELOPMENT AGREEMENT NO. 2-14 DEVELOPMENT IMPACT FEES PACKET PAGE: 115 AGENDA ITEM 6.1 Page 1 of 1 COMMUNITY DEVELOPMENT DEPARTMENT PLANNING DIVISION CONDITIONS OF APPROVAL December 2, 2014 Development Agreement No. 2-14 Applicant: Tower Investments, LLC, a Delaware limited liability company General Conditions 1. The applicant agrees to indemnify, hold harmless, and defend the City, its officials, officers, agents and employees, from any and all liability, claims, actions or proceedings that may be brought arising out of its approval of this permit, and any approvals associated with the project, including, without limitation, any CEQA review or approval, except to the extent caused by the negligence of the City. PACKET PAGE: 117 AGENDA ITEM 6.1 LOCATION MAP PACKET PAGE: 119 AGENDA ITEM 6.1 PACKET PAGE: 121AGENDA ITEM 6.1 PACKET PAGE: 122AGENDA ITEM 6.1 PACKET PAGE: 123AGENDA ITEM 6.1 December 2, 2014 TO: The Honorable Mayor and Members of the City Council FROM: Tim Hults, City Manager SUBJECT: Lease Agreement with Family Services Association of Western Riverside County RECOMMENDATION: Staff recommends that the City Council approve the Lease Agreement with Family Services Association (FSA) of Western Riverside County for the use of the Community Center. BACKGROUND: Since June 2002, FSA has been using the kitchen and dining area at the community center to operate the senior nutrition program. The senior nutrition program offers a vital service to our senior population and enhances the programs and services offered at the Community Center. Its central location on Pico Avenue between Seventh and Sixth Streets makes the facility readily accessible to the core population of the city. Due to substantial revenue reductions and the recent failure of Measure CC, the City Council directed City staff to significantly reduce expenditures. As a result, several staff were laid off, law enforcement services were reduced, a fire station will be closed as will several parks and the Community Center. In response, the FSA approached City staff in regards to taking over the Community Center in order to preserve the senior nutrition program. Furthermore, the County of Riverside through the efforts of Supervisor Stone has pledged $54,500 to preserve the program. In order for the program to be preserved, the FSA will lease the entire Community Center from the City. The significant terms of lease are as follows: • No cost to the FSA in monthly or annual lease payments. • Exclusive use of entire Community Center and parking lot. • FSA to be responsible for maintaining the building, all equipment and for payment of all utilities associated with the Center. • Term of Lease is through the June 30, 2015. • FSA fully indemnifies the City of San Jacinto. PACKET PAGE: 125 AGENDA ITEM 7A ALTERNATIVES: 1. Approve the lease agreement as presented. 2. Do not approve the lease agreement and continue with the closure of the Community Center. 3. Provide further direction to staff. FISCAL IMPACT: The FSA lease will allow for the City to cease all activities and costs associated with the Community Center while preserving a vital program to the community. The potential savings to the General Fund for the remainder of the fiscal year are estimated at $77,656. ATTACHMENTS: · Lease Agreement · Press Release PACKET PAGE: 126 AGENDA ITEM 7A PACKET PAGE: 127AGENDA ITEM 7A PACKET PAGE: 128AGENDA ITEM 7A PACKET PAGE: 129AGENDA ITEM 7A PACKET PAGE: 130AGENDA ITEM 7A PACKET PAGE: 131AGENDA ITEM 7A PACKET PAGE: 132AGENDA ITEM 7A PACKET PAGE: 133AGENDA ITEM 7A PACKET PAGE: 134AGENDA ITEM 7A PACKET PAGE: 135AGENDA ITEM 7A PACKET PAGE: 136AGENDA ITEM 7A PACKET PAGE: 137AGENDA ITEM 7A PACKET PAGE: 138AGENDA ITEM 7A Riverside County NEWS RELEASE From the Office of Supervisor Jeff Stone Contact: (951) 955-1030 Senior meals program, San Jacinto center would keep operating under Stone partnership plan A senior meals program threatened by budget cuts in the City of San Jacinto could continue operating thanks to a partnership among Riverside County, the city and a non-profit group that prepares the meals. The partnership arose after the San Jacinto Community Center was slated to be closed Dec. 19. The nutrition program provides 200 to 300 meals a day. Most are delivered to homes but about 60 are served at the center. “This is the only meal of the day for some seniors, but it’s more than just food,” Stone said. “It’s a time when some isolated seniors can find help with other needs, or meet with their friends. We just could not just let that program disappear.” With the partnership, the community center will remain open. Stone intends to pledge $19,500 in community improvement district funds to help operations continue. Another $25,000 in federal community development block grant funds would be directed by Stone into the program. About $10,000 also would be available through the Riverside County Office on Aging. Plans to use the money would have to be approved by Board of Supervisors. Michele Haddock, director of the Riverside County Office on Aging, said the program provides a chance to make sure seniors are healthy and safe, and it helps allow people to grow older in their own homes with independence. “Today, there are waiting lists for senior meals in 50 percent of American cities and we are very grateful for Supervisor Stone and our partners for maintaining this critical service,” Haddock said. For its part, the City of San Jacinto will look for ways to operate the center as efficiently as possible in order to keep it open. While what might include reducing hours of operation, the center would remain open to serve meals and continue other functions. The non-profit group that provides the meals, the Family Service Association, also will look to works as efficiently as possible and keep the program running. For further information, contact Supervisor Jeff Stone’s office at (951) 955-1030 through Nov. 30 PACKET PAGE: 139 AGENDA ITEM 7A